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Elliott Staples at J.Jill (NYSE: JILL) receives additional RSUs and PSUs

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

Rhea-AI Filing Summary

Staples Elliot reported acquisition or exercise transactions in this Form 4 filing.

J.Jill, Inc. reported that officer Elliott Staples received additional equity awards rather than trading shares in the market. On April 28, 2026, the company paid a cash dividend of $0.09 per share on its common stock. Under his award agreements, this dividend generated 125.07 additional restricted stock units and 13.36 performance stock units tied to a predetermined Adjusted EBITDA threshold. Staples also received 82.41 performance stock units based on absolute total shareholder return compound annual growth rate goals, each representing a contingent right to one share of common stock at vesting. After these adjustments, he holds 33,135.69 shares of common stock and 19,578.43 performance stock units directly.

Positive

  • None.

Negative

  • None.
Insider Staples Elliot
Role See Remarks
Type Security Shares Price Value
Grant/Award Performance Stock Units 82.41 $0.00 --
Other Common Stock 138.43 $0.00 --
Holdings After Transaction: Performance Stock Units — 19,578.43 shares (Direct, null); Common Stock — 33,135.69 shares (Direct, null)
Footnotes (1)
  1. On April 28, 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, April 14, 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 125.07 restricted stock units and 13.36 shares of performance stock units earned based on J.Jill, Inc. achieving a predetermined Adjusted EBITDA threshold. This represents Mr. Staples'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 Common stock dividend paid on April 28, 2026
Additional RSUs from dividend 125.07 units Restricted stock units credited due to $0.09 dividend
Additional PSUs from EBITDA goal 13.36 units Performance stock units earned from Adjusted EBITDA threshold
New TSR performance stock units 82.41 units TSR PSUs eligible to vest based on total shareholder return CAGR
Common shares after transaction 33,135.69 shares Direct J.Jill common stock holdings after Form 4 transactions
Performance stock units after transaction 19,578.43 units Total direct PSUs held after reported grant and adjustments
Common stock restructuring amount 138.43 shares Other transaction in common stock coded as J on April 28, 2026
restricted stock units financial
"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"
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 125.07 restricted stock units and 13.36 shares of performance stock units earned based on J.Jill, Inc. achieving a predetermined Adjusted EBITDA threshold."
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
"13.36 shares of 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")"
TSR PSUs financial
"the number of TSR PSUs reported represents the maximum possible number of shares of Common Stock that are eligible for vesting."
Form 4 Insider Transactions: What Each Field Means →
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*
Staples Elliot
(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)
See Remarks
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/28/2026		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 Stock04/28/2026J(1)138.43(1)(2)A$033,135.69D
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)04/28/2026A82.41(1) (3) (3)Common Stock82.41$019,578.43D
Explanation of Responses:
1. On April 28, 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, April 14, 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 125.07 restricted stock units and 13.36 shares of performance stock units earned based on J.Jill, Inc. achieving a predetermined Adjusted EBITDA threshold.
3. This represents Mr. Staples'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 Merchandising Officer
/s/ Kathleen Stevens, attorney-in-fact04/30/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider equity transactions did J.Jill (JILL) report for Elliott Staples?

Elliott Staples received additional equity awards, not open-market trades. He acquired 125.07 restricted stock units, 13.36 performance stock units linked to Adjusted EBITDA, and 82.41 performance stock units tied to total shareholder return goals, all under existing compensation agreements.

How did J.Jill’s $0.09 dividend affect Elliott Staples’s stock units?

J.Jill’s $0.09 per-share cash dividend triggered anti-dilution adjustments in Staples’s equity awards. Under his agreements, he received 125.07 additional restricted stock units and 13.36 performance stock units, which follow the same vesting and settlement conditions as the original restricted stock units.

What are the performance stock units Elliott Staples holds at J.Jill (JILL)?

Staples holds performance stock units that vest only if performance goals are met. The filing notes 13.36 units earned from achieving a predetermined Adjusted EBITDA threshold and 82.41 “TSR PSUs” eligible to vest based on absolute total shareholder return compound annual growth rate goals.

How many J.Jill shares does Elliott Staples own after these transactions?

Following the reported equity adjustments, Staples directly owns 33,135.69 shares of J.Jill common stock. He also holds 19,578.43 performance stock units, each representing a contingent right to receive one share of common stock upon meeting specified vesting conditions.

Were Elliott Staples’s J.Jill (JILL) transactions open-market buys or sells?

The reported transactions were not open-market buys or sells. They reflect a restructuring entry related to dividend-driven adjustments and a grant of performance stock units under existing compensation plans, with no cash purchase or sale price per share disclosed.