STOCK TITAN

J.Jill (JILL) officer Maria Martinez reports new stock and performance unit awards

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

Rhea-AI Filing Summary

J.Jill, Inc. reported an insider equity update for officer Maria D. Martinez following a dividend-related adjustment and performance awards. On January 7, 2026, she acquired 205.93 shares of common stock at $0 per share, leaving her with 39,735.9 shares of common stock held directly. This reflected additional restricted stock units credited because J.Jill paid a $0.08 per share cash dividend on its common stock to holders of record on December 24, 2025.

Martinez also acquired 29.52 Performance Stock Units at $0, resulting in 4,467.67 performance stock units beneficially owned. The filing explains that 202.26 restricted stock units and 3.67 performance stock units were earned based on achieving a predetermined Adjusted EBITDA threshold, and that certain performance stock units (TSR PSUs) may vest based on absolute total shareholder return compound annual growth rate goals, with each unit representing the right to receive one share of common stock upon vesting.

Positive

  • None.

Negative

  • None.
Insider MARTINEZ MARIA D.
Role See Remarks
Type Security Shares Price Value
Grant/Award Performance Stock Units 29.52 $0.00 --
Other Common Stock 205.93 $0.00 --
Holdings After Transaction: Performance Stock Units — 4,467.67 shares (Direct); Common Stock — 39,735.9 shares (Direct)
Footnotes (1)
  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. This represents 202.26 restricted stock units and 3.67 shares of performance stock units earned based on J.Jill, Inc. achieving a predetermined Adjusted EBITDA threshold. This represents Ms. Martinez'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.
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Learn about SEC filing dates
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
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*
MARTINEZ MARIA D.

(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)
See Remarks
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) 205.93(1)(2) A $0 39,735.9 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 29.52(1) (3) (3) Common Stock 29.52 $0 4,467.67 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 202.26 restricted stock units and 3.67 shares of performance stock units earned based on J.Jill, Inc. achieving a predetermined Adjusted EBITDA threshold.
3. This represents Ms. Martinez'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).
** 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 insider transactions did J.Jill (JILL) report for Maria D. Martinez on January 7, 2026?

On January 7, 2026, Maria D. Martinez acquired 205.93 shares of J.Jill common stock at $0 per share and 29.52 Performance Stock Units at $0. After these transactions, she directly beneficially owned 39,735.9 shares of common stock and 4,467.67 performance stock units.

Why did Maria D. Martinez receive additional J.Jill equity in this Form 4 filing?

The filing states that 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 agreements for her outstanding restricted stock units, this dividend resulted in additional restricted stock units being credited to Martinez, subject to the same vesting and settlement conditions as the underlying awards.

How many J.Jill shares and units does Maria D. Martinez hold after the reported transactions?

Following the reported transactions, Maria D. Martinez beneficially owned 39,735.9 shares of J.Jill common stock and 4,467.67 Performance Stock Units, all reported as directly held.

What performance conditions affect Maria D. Martinez’s J.Jill stock units?

The filing explains that 202.26 restricted stock units and 3.67 performance stock units were earned based on J.Jill achieving a predetermined Adjusted EBITDA threshold. It also notes that certain performance stock units (TSR PSUs) will be eligible for vesting based on absolute total shareholder return compound annual growth rate goals, with each TSR PSU representing the right to receive one share of common stock upon vesting.

What dividend details does J.Jill (JILL) disclose in connection with this Form 4?

J.Jill paid a cash dividend of $0.08 per share on each share of its outstanding common stock on January 7, 2026, to all holders of common stock as of the record date of December 24, 2025. This dividend triggered the crediting of additional restricted stock units to Maria D. Martinez under the terms of her award agreements.

Are Maria D. Martinez’s J.Jill holdings reported as directly or indirectly owned?

The Form 4 reports that both the 39,735.9 shares of common stock and the 4,467.67 Performance Stock Units are held with Direct (D) ownership, with no nature of indirect beneficial ownership disclosed.