J.Jill (JILL) CFO Mark Webb Reports New Stock and PSU Awards

Rhea-AI Filing Summary

J.Jill, Inc. executive Mark W. Webb, EVP, CFO & COO, reported acquiring additional equity-linked interests in the company. On January 7, 2026, he acquired 408.11 shares of Common Stock at a price of $0 per share, bringing his directly owned Common Stock to 167,206.09 shares after the transaction. The filing explains that J.Jill paid a $0.08 per share cash dividend on that date, and under the terms of his restricted stock unit agreements he received additional restricted stock units in connection with the dividend and performance achievement.

Webb also acquired 149.53 Performance Stock Units at $0, increasing his directly held derivative awards to 29,870.54 Performance Stock Units. Footnotes state that these amounts reflect 367.20 restricted stock units and 40.91 performance stock units earned based on achieving a predetermined Adjusted EBITDA threshold, as well as TSR-based performance stock units that can vest into one share of Common Stock each if total shareholder return goals are met.

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^*

Webb Mark W.

(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)
	EVP, CFO & COO

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)		408.11(1)(2)	A	$0	167,206.09	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		149.53(1)		(3)	(3)	Common Stock	149.53	$0	29,870.54	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 367.20 restricted stock units and 40.91 shares of performance stock units earned based on J.Jill, Inc. achieving a predetermined Adjusted EBITDA threshold.

3. This represents Mr. Webb'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
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FAQ

What insider activity did J.Jill (JILL) report for Mark W. Webb on January 7, 2026?

Mark W. Webb, J.Jill’s EVP, CFO & COO, reported acquiring 408.11 shares of Common Stock and 149.53 Performance Stock Units on January 7, 2026, both at a price of $0 per unit.

How many J.Jill (JILL) common shares does Mark W. Webb own after this Form 4 filing?

Following the reported transaction, Mark W. Webb beneficially owns 167,206.09 shares of J.Jill Common Stock directly.

How many J.Jill performance stock units does Mark W. Webb hold after the reported grant?

After acquiring 149.53 Performance Stock Units, Mark W. Webb holds a total of 29,870.54 Performance Stock Units, each representing a contingent right to receive one share of Common Stock upon vesting, subject to performance conditions.

What dividend did J.Jill (JILL) pay that led to additional restricted stock units for Mark W. Webb?

On January 7, 2026, J.Jill paid a cash dividend of $0.08 per share on each share of its outstanding Common Stock to holders of record on December 24, 2025, which resulted in additional restricted stock units being credited to Mark W. Webb under his award agreements.

What performance conditions are tied to the new J.Jill restricted and performance stock units?

The filing notes that 367.20 restricted stock units and 40.91 performance stock units were earned based on J.Jill achieving a predetermined Adjusted EBITDA threshold. It also describes TSR performance stock units that may vest based on absolute total shareholder return compound annual growth rate goals, with each vested unit settling into one share of Common Stock.

Were the additional J.Jill equity awards to Mark W. Webb granted for cash consideration?

No. The Form 4 shows that both the 408.11 Common Stock shares and 149.53 Performance Stock Units were acquired at a price of $0 per unit, reflecting adjustments from dividend and performance provisions in his existing award agreements.