J.Jill CEO Coyne Receives 782.62 RSUs From $0.08 Dividend

Rhea-AI Filing Summary

Mary Ellen Coyne, CEO & President and a director of J.Jill, Inc. (JILL), reported changes in beneficial ownership on a Form 4 reflecting grant-related adjustments tied to the company dividend. On 10/01/2025 J.Jill paid a cash dividend of $0.08 per share to holders of common stock with record date 9/17/2025. Under the governing restricted stock unit agreements, Ms. Coyne received 782.62 additional restricted stock units as a result of the dividend; these units carry the same vesting and settlement terms as the underlying RSUs and were reported as an acquisition at $0. The filing also shows up to 71.15 performance stock units added (TSR PSUs) representing the maximum contingent shares eligible to vest under specified total shareholder return goals. Following these entries, Ms. Coyne beneficially owns 165,131.72 non-derivative shares equivalent and 15,011.61 derivative-equivalent shares as reported.

Positive

• $0.08 per-share dividend triggered 782.62 additional RSUs for the CEO under existing agreements
• Additional units retain original vesting and settlement terms, indicating no immediate acceleration of pay

Negative

• None.

Insights

Corporate Governance Analyst

Dividend reinvestment produced additional RSUs for the CEO; vesting conditions remain unchanged.

The Form 4 shows that the company’s $0.08 per-share cash dividend triggered the issuance of 782.62 additional restricted stock units to Ms. Coyne under existing RSU agreements.

These additional units are subject to the same vesting and settlement terms as the underlying grants, preserving the original performance and time-based conditions; this means the reporting reflects grant adjustments rather than new discretionary compensation.

Compensation Plan Specialist

Performance stock units disclosed are TSR-based and reported at maximum potential conversion.

The filing identifies up to 71.15 TSR PSUs representing the maximum number of common shares that could vest if absolute total shareholder return goals are met.

These are reported as contingent awards with no exercise price and will settle in common stock upon vesting, so they reflect potential future dilution contingent on achievement of specified goals.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Coyne Mary Ellen

(Last) (First) (Middle)

C/O J.JILL, INC.

4 BATTERYMARCH PARK

(Street)

QUINCY MA 02169

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
J.Jill, Inc. [ JILL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & President

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/01/2025		J(1)		782.62(1)(2)	A	$0	165,131.72	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units	(3)	10/01/2025		A		71.15(1)		(3)	(3)	Common Stock	71.15	$0	15,011.61	D

Explanation of Responses:

1. On October 1, 2025, J.Jill, Inc. paid a cash dividend of $0.08 per share on each share of its outstanding common stock, par value $0.01 per share ("Common Stock"). The dividend was payable to all holders of Common Stock on the record date, September 17, 2025. Pursuant to the terms of the agreements governing the outstanding restricted stock units held by the filer, the filer received certain additional restricted stock units as a result of this cash dividend. These additional units are subject to the same conditions regarding vesting and settlement as the underlying restricted stock units to which they relate.

2. This represents 782.62 restricted stock units and 0 shares of performance stock units earned based on J.Jill, Inc. achieving a predetermined Adjusted EBITDA threshold.

3. This represents Ms. Coyne's performance stock units that will be eligible for vesting based on achievement of absolute total shareholder return compound annual growth rate goals ("TSR PSUs") and settlement as the underlying performance stock units to which they relate. Each TSR PSU represents the contingent right to receive, upon vesting, one share of Common Stock and the number of TSR PSUs reported represents the maximum possible number of shares of Common Stock that are eligible for vesting.

	/s/ Kathleen Stevens, Attorney-in-Fact	10/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did the JILL Form 4 filed by Mary Ellen Coyne report?

It reported receipt of 782.62 additional restricted stock units and 71.15 performance stock units (maximum) related to a $0.08 per-share dividend on 10/01/2025.

Why were additional RSUs issued to the CEO on 10/01/2025?

Per the restricted stock unit agreements, the $0.08 dividend paid on 10/01/2025 resulted in additional RSUs being issued pro rata to holders of those awards.

Do the newly reported RSUs vest immediately?

No. The filing states the additional RSUs are subject to the same vesting and settlement conditions as the underlying restricted stock units.

What are the TSR PSUs disclosed on the Form 4?

They are performance stock units tied to absolute total shareholder return goals; the 71.15 units reported represent the maximum number of shares eligible to vest upon achievement of those goals.

How many shares does Ms. Coyne beneficially own after the reported transactions?

The filing reports Ms. Coyne beneficially owns 165,131.72 non-derivative-equivalent shares and 15,011.61 derivative-equivalent shares following the transactions.