JILL insider award: 16,203 RSUs vesting 2026–2028 for Courtney O'Connor

Rhea-AI Filing Summary

On August 4, 2025, Courtney O'Connor, SVP and Chief Merchandising Officer of J.Jill, Inc. (JILL), was granted 16,203 restricted stock units (RSUs). The RSUs were reported as an acquisition at an effective price of $15.86 per share and vest in three equal annual installments on August 4, 2026, August 4, 2027, and August 4, 2028, each converting to an equal number of common shares. The Form 4 was signed by an attorney-in-fact on September 18, 2025. The disclosure identifies the grant as compensation for Ms. O'Connor in her role as a company officer.

Positive

• Alignment of interests: The RSUs vest over three years, which ties executive compensation to long‑term performance.
• Retention effect: Staggered vesting supports executive retention during the vesting period.

Negative

• Potential dilution: The conversion of 16,203 RSUs to common shares will increase share count when they vest.
• Limited disclosure of scale: The filing does not state total outstanding shares or the grant's percentage of equity, so materiality cannot be fully assessed.

Insights

Corporate Governance Expert

TL;DR: Executives receiving time‑based RSUs is a routine governance practice to align incentives with shareholders.

The grant of 16,203 RSUs to the Chief Merchandising Officer vests over three years, which is consistent with standard retention and long‑term alignment arrangements. The filing is a routine reporting of compensation‑related equity awards rather than an opportunistic insider purchase or sale, and it does not disclose any unusual acceleration, change in control provisions, or immediate disposal.

Compensation Analyst

TL;DR: Time‑based RSUs with multi‑year vesting are standard executive compensation to support retention and performance alignment.

This award specifies equal annual vesting on three successive anniversaries, which staggers potential dilution and incentivizes tenure. The report records acquisition treatment and an intrinsic reference price of $15.86, but it does not disclose total outstanding shares or the grant's relative size versus company market capitalization, limiting assessment of materiality.

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

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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).

1. Name and Address of Reporting Person^*

O'Connor Courtney

(Last) (First) (Middle)

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)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2025

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	08/04/2025		A(1)		16,203(1)	A	$15.86	16,203	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

Explanation of Responses:

1. Represents 16,203 restricted stock units ("RSUs") granted to Ms. O'Connor on August 4, 2025 that will vest in equal installments on August 4, 2026, August 4, 2027, and August 4, 2028 for an equal number of shares of common stock, par value $0.01 per share ("Common Stock").

Remarks:

SVP, Chief Merchandising Officer

	/s/ Kathleen Stevens, Attorney-in-Fact	09/18/2025
	** 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).
** 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.

FAQ

What did JILL insider Courtney O'Connor receive on August 4, 2025?

She was granted 16,203 restricted stock units (RSUs) that convert to common shares upon vesting.

What is the vesting schedule for the RSUs reported by JILL (JILL)?

The RSUs vest in three equal installments on August 4, 2026, August 4, 2027, and August 4, 2028.

What price is shown on the Form 4 for the JILL RSU grant?

The transaction is reported with a reference price of $15.86 per share.

What role does the reporting person hold at J.Jill, Inc. (JILL)?

The filing identifies Courtney O'Connor as SVP, Chief Merchandising Officer.

When was the Form 4 for this RSU grant signed and filed?

The signature by attorney‑in‑fact is dated September 18, 2025; the transaction date is August 4, 2025.