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J.Jill, Inc. (NYSE: JILL) grants performance and dividend-based stock units to EVP, CFO & COO

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Webb Mark W. reported acquisition or exercise transactions in this Form 4 filing.

J.Jill, Inc. reported equity compensation changes for EVP, CFO & COO Mark W. Webb. A cash dividend of $0.09 per share on common stock triggered an automatic grant of additional restricted stock units and performance stock units, totaling 414.6 shares of common stock-equivalent awards earned based on an Adjusted EBITDA threshold. Webb also received a grant of 196.89 Performance Stock Units tied to absolute total shareholder return compound annual growth rate goals, with 176,793.2 common shares and 42,466.08 performance stock units reported as held directly after these transactions.

Positive

  • None.

Negative

  • None.

Insights

Routine performance- and dividend-based equity awards with no open-market trading.

EVP, CFO & COO Mark W. Webb received equity tied to both profitability and shareholder return. A $0.09 per-share dividend on common stock led to additional restricted stock units and performance stock units under existing award agreements, totaling 414.6 common-share equivalents earned from meeting an Adjusted EBITDA threshold.

Separately, Webb was granted 196.89 Performance Stock Units that vest based on absolute total shareholder return compound annual growth rate goals. Each TSR PSU can settle into one share of common stock, and the reported amount reflects the maximum shares eligible to vest. After these awards, Webb held 176,793.2 common shares and 42,466.08 performance stock units directly, indicating continued equity exposure rather than any sale.

Insider Webb Mark W.
Role EVP, CFO & COO
Type Security Shares Price Value
Grant/Award Performance Stock Units 196.89 $0.00 --
Other Common Stock 414.6 $0.00 --
Holdings After Transaction: Performance Stock Units — 42,466.08 shares (Direct, null); Common Stock — 176,793.2 shares (Direct, null)
Footnotes (1)
  1. On July 8, 2026, J.Jill, Inc. paid a cash dividend of $0.09 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, June 24, 2026. 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. This represents 375.36 restricted stock units and 39.24 shares of performance stock units earned based on J.Jill, Inc. achieving a predetermined Adjusted EBITDA threshold. This represents Mr. Webb'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.
Cash Dividend per Share $0.09 per share Cash dividend on each share of outstanding common stock paid July 8, 2026
Dividend-Related Equity Awards 414.6 shares Common-share equivalent units earned from dividend and Adjusted EBITDA-based awards
Performance Stock Units Granted 196.89 units TSR PSUs eligible to vest based on absolute total shareholder return CAGR goals
Common Shares Held After Transaction 176,793.2 shares Direct holdings of J.Jill common stock by Mark W. Webb after July 8, 2026 transactions
Performance Stock Units Held After Transaction 42,466.08 units Total performance stock units directly held by Mark W. Webb after the grant
Adjusted EBITDA-Based Awards Detail 375.36 RSUs; 39.24 PSUs Components of awards earned based on achieving a predetermined Adjusted EBITDA threshold
restricted stock units financial
"Pursuant to the terms of the agreements governing the outstanding restricted stock units held by the filer"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Performance Stock Units financial
"This represents 375.36 restricted stock units and 39.24 shares of performance stock units earned"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
Adjusted EBITDA financial
"performance stock units earned based on J.Jill, Inc. achieving a predetermined Adjusted EBITDA threshold"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
absolute total shareholder return compound annual growth rate financial
"eligible for vesting based on achievement of absolute total shareholder return compound annual growth rate goals"
TSR PSUs financial
"the number of TSR PSUs reported represents the maximum possible number of shares"
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FAQ

What equity awards did JILL executive Mark W. Webb receive on July 8, 2026?

On July 8, 2026, Mark W. Webb received equity awards including 414.6 common-share equivalents linked to a dividend and Adjusted EBITDA, plus a 196.89 Performance Stock Unit grant tied to total shareholder return goals.

How did J.Jill, Inc.'s $0.09 dividend affect Mark W. Webb's RSUs and PSUs?

A $0.09 per-share cash dividend on J.Jill common stock resulted in Webb receiving additional restricted stock units and performance stock units. These additional units follow the same vesting and settlement terms as the underlying restricted stock units they relate to.

How many JILL common shares does Mark W. Webb hold after these transactions?

Following the reported transactions, Mark W. Webb directly holds 176,793.2 shares of J.Jill common stock. This figure reflects his position after the dividend-related equity adjustments on July 8, 2026.

What are the terms of the 196.89 Performance Stock Units granted to JILL's Mark W. Webb?

Webb's 196.89 Performance Stock Units are eligible to vest based on absolute total shareholder return compound annual growth rate goals. Each TSR PSU represents a contingent right to receive one share of J.Jill common stock upon vesting.

How many performance stock units does Mark W. Webb hold in total after the July 8, 2026 grants?

After the July 8, 2026 transactions, Mark W. Webb holds 42,466.08 performance stock units. This total includes the reported grant of 196.89 performance stock units tied to total shareholder return goals.

Were there any open-market purchases or sales by JILL executive Mark W. Webb in this Form 4?

No open-market purchases or sales were reported. The filing shows equity grants and adjustments related to a cash dividend and performance-based awards, without any buy or sell transactions in the market.
SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
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*
Webb Mark W.

(Last)(First)(Middle)
C/O J.JILL, INC.
4 BATTERYMARCH PARK

(Street)
QUINCY MASSACHUSETTS 02169

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
J.Jill, Inc. [ JILL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, CFO & COO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/08/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock07/08/2026J(1)414.6(1)(2)A$0176,793.2D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Stock Units(3)07/08/2026A196.89(1) (3) (3)Common Stock196.89$042,466.08D
Explanation of Responses:
1. On July 8, 2026, J.Jill, Inc. paid a cash dividend of $0.09 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, June 24, 2026. 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 375.36 restricted stock units and 39.24 shares of performance stock units earned based on J.Jill, Inc. achieving a predetermined Adjusted EBITDA threshold.
3. This represents Mr. Webb'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-Fact07/10/2026
** Signature of Reporting PersonDate
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)