JILL insider credited 176.5 RSUs and 25.14 PSUs post $0.08 payout

Rhea-AI Filing Summary

J.Jill, Inc. (JILL) — Form 4 insider update: Following the company’s $0.08 per-share cash dividend paid on October 1, 2025 to holders of record on September 17, 2025, the reporting officer was credited dividend-equivalent equity awards. The filing reports the acquisition of 176.5 units at no cost, bringing direct beneficial ownership to 40,330.84. These include 172.97 restricted stock units and 3.53 performance stock units earned based on an Adjusted EBITDA threshold.

The report also shows an acquisition of 25.14 performance stock units at no cost. These TSR-linked PSUs are eligible for vesting based on absolute total shareholder return growth goals and settle in one share of common stock per vested unit.

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^*

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)
10/01/2025

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	10/01/2025		J(1)		176.5(1)(2)	A	$0	40,330.84	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)	10/01/2025		A		25.14(1)		(3)	(3)	Common Stock	25.14	$0	4,438.15	D

Explanation of Responses:

1. On October 1, 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, September 17, 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 172.97 restricted stock units and 3.53 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.

Remarks:

SVP, Chief Human Resources Officer

	/s/ Kathleen Stevens, Attorney-in-Fact	10/03/2025
	** 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 J.Jill (JILL) disclose in this Form 4?

An officer was credited dividend-equivalent equity: 176.5 units at $0 and 25.14 performance stock units at $0 after the $0.08 dividend on October 1, 2025.

How many shares/units does the reporting person now directly own?

Direct beneficial ownership is 40,330.84 following the reported transactions.

What triggered the additional RSUs and PSUs for JILL’s officer?

J.Jill paid a $0.08 cash dividend on October 1, 2025, which, under award terms, resulted in dividend-equivalent units.

What are the components of the 176.5 units reported?

They comprise 172.97 restricted stock units and 3.53 performance stock units tied to an Adjusted EBITDA threshold.

What are the terms of the 25.14 performance stock units?

These are TSR-linked PSUs that are eligible for vesting based on absolute total shareholder return growth goals and settle into one share per vested unit.

Was there any cash exchanged in these transactions?

No. The reported acquisitions were at $0 per unit, reflecting dividend-equivalent adjustments under award terms.