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

J.Jill (NYSE: JILL) CAO granted dividend RSUs and performance stock units

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

Rhea-AI Filing Summary

Guido James reported acquisition or exercise transactions in this Form 4 filing.

J.Jill, Inc. reported compensation-related equity changes for VP and Chief Accounting Officer James Guido. On April 28, 2026, he was credited with 56.65 shares of Common Stock through an “other” transaction linked to outstanding equity awards, bringing his direct Common Stock holdings to 13,091.5 shares.

He was also granted 33.76 Performance Stock Units (PSUs), increasing his direct PSU holdings to 4,605.19 units. Footnotes explain that a $0.09 per-share cash dividend generated additional restricted stock units, including 51.15 RSUs and 5.5 PSUs earned after J.Jill achieved a predetermined Adjusted EBITDA threshold. Certain PSUs are tied to absolute total shareholder return compound annual growth rate goals, with each unit representing the contingent right to receive one share of Common Stock at vesting.

Positive

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Negative

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Insider Guido James
Role VP, Chief Accounting Officer
Type Security Shares Price Value
Grant/Award Performance Stock Units 33.76 $0.00 --
Other Common Stock 56.65 $0.00 --
Holdings After Transaction: Performance Stock Units — 4,605.19 shares (Direct, null); Common Stock — 13,091.5 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 51.15 restricted stock units and 5.5 shares of performance stock units earned based on J.Jill, Inc. achieving a predetermined Adjusted EBITDA threshold. 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.
Other transaction shares 56.65 shares Common Stock credited on April 28, 2026
PSUs granted 33.76 units Performance Stock Units awarded April 28, 2026
Common shares held 13,091.5 shares Direct Common Stock holdings after transactions
PSUs held 4,605.19 units Direct Performance Stock Unit holdings after award
Cash dividend per share $0.09 per share Dividend paid April 28, 2026 on outstanding Common Stock
Additional RSUs from dividend 51.15 units Restricted stock units credited from dividend adjustment
Additional PSUs from dividend 5.5 units Performance stock units credited from dividend adjustment
Performance Stock Units financial
"This represents 51.15 restricted stock units and 5.5 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.
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 as a result of this cash dividend."
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.
Adjusted EBITDA financial
"This represents 51.15 restricted stock units and 5.5 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.
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") and settlement as the underlying performance stock units to which they relate."
TSR PSUs financial
"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")."
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*
Guido James
(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)
VP, Chief Accounting Officer
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)56.65(1)(2)A$013,091.5D
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)04/28/2026A33.76(1) (3) (3)Common Stock33.76$04,605.19D
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 51.15 restricted stock units and 5.5 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-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 JILL executive James Guido report?

James Guido reported receiving 56.65 shares of J.Jill common stock and 33.76 Performance Stock Units. These awards arose from dividend-related adjustments and performance achievements, increasing his direct holdings in both common shares and equity-based compensation units.

How many JILL common shares does James Guido hold after this Form 4?

After these transactions, James Guido directly holds 13,091.5 shares of J.Jill common stock. This reflects an “other” equity-related transaction on April 28, 2026, which added 56.65 shares to his prior ownership position in the company.

What Performance Stock Units did James Guido receive from J.Jill (JILL)?

James Guido received 33.76 Performance Stock Units, each tied to one potential J.Jill common share upon vesting. These PSUs are linked to total shareholder return goals, and the reported number reflects the maximum possible shares eligible to vest under the award.

How did J.Jill’s dividend affect James Guido’s restricted stock units?

A cash dividend of $0.09 per J.Jill share, paid April 28, 2026, generated additional restricted stock units for James Guido. Under his award agreements, the dividend produced 51.15 RSUs and 5.5 performance stock units, which follow the same vesting and settlement terms as the original grants.

What performance conditions are attached to James Guido’s JILL stock units?

Some of James Guido’s stock units were earned after J.Jill met a predetermined Adjusted EBITDA threshold. Other Performance Stock Units depend on achieving absolute total shareholder return compound annual growth rate goals, with each vested unit convertible into one J.Jill common share.