[Form 4] J.Jill, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 overview: On 07/09/2025 J.Jill, Inc. (JILL) CEO & President Mary Ellen Coyne reported automatic equity adjustments triggered by the company’s $0.08 per-share cash dividend paid on the same date.

• Non-derivative: 851.55 restricted stock units (RSUs) were credited at $0 cost, raising her direct beneficial ownership to 164,348.55 shares.
• Derivative: 77.41 performance stock units (PSUs) were also credited, lifting total PSUs to 14,940.41.

The transaction code “J” indicates the shares were acquired under the terms of an existing equity plan, not through open-market buying. The additional units carry the same vesting and settlement schedules as the original awards.

Key takeaways for investors:

• The filing confirms J.Jill maintained its dividend policy ($0.08/share), which mechanically inflates outstanding equity awards.
• The CEO’s total direct equity stake remains unchanged in economic value but increases in share count, maintaining management–shareholder alignment.
• No cash outlay or market purchase occurred; signalling value is therefore limited.

Positive

• CEO ownership increases by 851.55 RSUs and 77.41 PSUs, reinforcing management-shareholder alignment.
• Dividend policy sustained at $0.08 per share, implying ongoing cash-return commitment.

Negative

• Automatic grant; no open-market purchase, so limited signalling value.
• Immaterial size relative to outstanding shares and daily volume, unlikely to affect valuation.

Insights

Equity Compensation Analyst

TL;DR: Routine dividend-related RSU/PSU adjustment; neutral impact.

The filing merely adjusts Ms. Coyne’s existing RSU and PSU balances to keep them whole after J.Jill’s $0.08 dividend. Such anti-dilution provisions are standard in equity plans. The incremental 0.5% rise in her total share count (851 out of 164k) does not materially alter insider ownership or signal a new bullish view. Because no open-market transaction took place and economic value is unchanged, I classify the market impact as neutral.

Portfolio Manager

TL;DR: Confirms dividend continuity; immaterial size.

Investors may take modest comfort that J.Jill continues to pay a cash dividend, but the insider acquisition reported here is automatic. The CEO’s adjusted holdings represent roughly 1–2 days of JILL’s average trading volume—too small to move the needle. I see no actionable signal from this Form 4.

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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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^*

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)
07/09/2025

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	07/09/2025		J(1)		36.39(1)(2)	A	$0	9,449.11	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)	07/09/2025		A		18.24(1)		(3)	(3)	Common Stock	18.24	$0	2,118.03	D

Explanation of Responses:

1. On July 9, 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, June 25, 2025. Pursuant to the terms of the agreements governing the outstanding restricted stock units and performance stock units held by the filer, the filer received certain additional restricted stock units and performance 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 or performance stock units to which they relate.

2. This represents 31.07 restricted stock units and 5.32 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	07/11/2025
	** 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).
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FAQ

How many shares did JILL CEO Mary Ellen Coyne acquire in the Form 4?

She received 851.55 restricted stock units and 77.41 performance stock units at no cost.

Why were additional RSUs and PSUs granted to the JILL CEO?

They were dividend-equivalent adjustments tied to J.Jill’s $0.08 cash dividend paid on 07/09/2025.

What is Mary Ellen Coyne’s total JILL share ownership after the transaction?

Her direct beneficial ownership is 164,348.55 common shares plus 14,940.41 PSUs.

Was there an open-market purchase in this Form 4 filing?

No. The transaction code "J" shows an automatic grant under the equity plan, not a market buy.

Does the filing affect JILL’s dividend outlook?

The filing itself does not change the outlook but confirms the $0.08 dividend was paid and remains factored into equity awards.