J.Jill (JILL) VP, Chief Accounting Officer adds performance and dividend-linked stock units

Rhea-AI Filing Summary

J.Jill, Inc. executive equity awards and dividend-related stock units reported

VP and Chief Accounting Officer James Guido reported routine equity changes at J.Jill, Inc. On January 7, 2026, he acquired 19.6 performance stock units at $0, bringing his total performance stock units to 2,154.43 held directly. These units are tied to performance goals, including absolute total shareholder return compound annual growth rate targets, and each unit can convert into one share of common stock if vesting conditions are met.

The filing also notes that on the same date J.Jill paid a $0.08 per share cash dividend on common stock to holders of record on December 24, 202527.78 restricted stock units and 5.28 performance stock units earned after J.Jill achieved a predetermined Adjusted EBITDA threshold. Following these transactions, Guido directly owned 9,150.18 shares of J.Jill common stock.

01/09/2026 - 04:57 PM

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

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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^*

Guido James

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2026

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	01/07/2026		J(1)		33.06(1)(2)	A	$0	9,150.18	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)	01/07/2026		A		19.6		(3)	(3)	Common Stock	19.6	$0	2,154.43	D

Explanation of Responses:

1. On January 7, 2026, 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, December 24, 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 27.78 restricted stock units and 5.28 shares of performance stock units earned based on J.Jill, Inc. achieving a predetermined Adjusted EBITDA threshold.

3. This represents Mr. Guido'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	01/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What insider transactions did J.Jill (JILL) disclose for James Guido?

The filing shows that VP and Chief Accounting Officer James Guido acquired 19.6 performance stock units at $0 on January 7, 2026, and that his directly held common stock increased to 9,150.18 shares after the reported transactions.

How many performance stock units does the J.Jill (JILL) officer hold after these transactions?

After the January 7, 2026 transaction, James Guido directly held 2,154.43 performance stock units, each representing a contingent right to receive one share of J.Jill common stock upon vesting.

What dividend did J.Jill (JILL) pay and how did it affect restricted stock units?

On January 7, 2026, J.Jill paid a $0.08 per share cash dividend on its common stock to holders of record on December 24, 2025. Under the filer’s equity award agreements, this dividend resulted in additional restricted stock units being credited, subject to the same vesting and settlement terms as the original awards.

What performance conditions are tied to the J.Jill (JILL) performance stock units in this Form 4?

The disclosure states that 5.28 performance stock units were earned based on J.Jill achieving a predetermined Adjusted EBITDA threshold, and other performance stock units (TSR PSUs) will be eligible for vesting based on achieving absolute total shareholder return compound annual growth rate goals.

What is the maximum number of J.Jill (JILL) shares that could vest from the TSR performance stock units?

The filing explains that each TSR performance stock unit can convert into one share of common stock upon vesting, and that the number of TSR PSUs reported represents the maximum possible number of common shares eligible for vesting under those awards.

Did the J.Jill (JILL) insider pay any cash for the newly reported equity awards?

No cash was paid for the equity reported in this filing. The 19.6 performance stock units were acquired at a price of $0, and the additional restricted and performance stock units arose under existing award agreements in connection with the $0.08 per share cash dividend and performance achievement.