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

J.Jill (JILL) CFO granted dividend-linked RSUs and TSR PSUs

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

Rhea-AI Filing Summary

Webb Mark W. reported acquisition or exercise transactions in this Form 4 filing.

J.Jill, Inc. executive Mark W. Webb, EVP, CFO & COO, reported routine equity compensation-related changes. On April 28, 2026, he received 495.13 additional restricted stock units due to a $0.09 per-share cash dividend, representing 447.98 restricted stock units and 47.15 performance stock units earned after J.Jill achieved a predetermined Adjusted EBITDA threshold. He was also granted 235.65 performance stock units tied to absolute total shareholder return goals, each representing a contingent right to one share of common stock upon vesting. Following these transactions, Webb directly holds 179,872.18 shares of common stock and 42,269.19 performance stock units.

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Insider Webb Mark W.
Role EVP, CFO & COO
Type Security Shares Price Value
Grant/Award Performance Stock Units 235.65 $0.00 --
Other Common Stock 495.13 $0.00 --
Holdings After Transaction: Performance Stock Units — 42,269.19 shares (Direct, null); Common Stock — 179,872.18 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 447.98 restricted stock units and 47.15 shares of performance stock units earned based on J.Jill, Inc. achieving a predetermined Adjusted EBITDA threshold. 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.
Dividend amount $0.09 per share Cash dividend paid April 28, 2026
Additional RSUs from dividend 495.13 units Issued to Mark Webb due to cash dividend
RSUs from EBITDA performance 447.98 units Earned after achieving Adjusted EBITDA threshold
Performance stock units earned 47.15 units Included in 495.13 units linked to EBITDA
New TSR performance stock units 235.65 units Grant tied to absolute total shareholder return goals
Common shares held after 179,872.18 shares Mark Webb direct ownership after transactions
Performance stock units held after 42,269.19 units Mark Webb direct PSUs after transactions
restricted stock units financial
"Pursuant to the terms of the agreements governing the outstanding restricted stock units held by the filer..."
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 447.98 restricted stock units and 47.15 shares of performance stock units earned..."
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
"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 financial
"These represents Mr. Webb's performance stock units that will be eligible for vesting ... ("TSR PSUs")"
cash dividend financial
"J.Jill, Inc. paid a cash dividend of $0.09 per share on each share of its outstanding common stock..."
A cash dividend is a payment made by a company to its shareholders directly in money, usually on a regular schedule. It is a way for investors to receive a portion of the company's profits, similar to earning interest or a bonus for holding the company's stock. Cash dividends provide income to shareholders and can indicate the company's financial health and stability.
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*
Webb Mark W.
(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)
EVP, CFO & COO
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)495.13(1)(2)A$0179,872.18D
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)04/28/2026A235.65(1) (3) (3)Common Stock235.65$042,269.19D
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 447.98 restricted stock units and 47.15 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-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 transactions did J.Jill (JILL) CFO Mark Webb report on April 28, 2026?

Mark Webb reported receiving 495.13 additional restricted stock units from a dividend adjustment and a grant of 235.65 performance stock units. These awards are equity compensation, not open-market share purchases or sales, and follow the company’s existing incentive arrangements and performance conditions.

How did J.Jill’s April 28, 2026 cash dividend affect Mark Webb’s stock units?

J.Jill paid a $0.09 per-share cash dividend on April 28, 2026, which resulted in Webb receiving 495.13 additional restricted stock units. These new units are subject to the same vesting and settlement conditions as the underlying restricted stock units already held under his compensation agreements.

What performance conditions are tied to Mark Webb’s new J.Jill performance stock units?

The filing describes two performance elements: units earned from achieving a predetermined Adjusted EBITDA threshold and additional TSR PSUs tied to absolute total shareholder return compound annual growth rate goals. Each TSR PSU may convert into one common share if the specified performance and vesting conditions are met.

How many J.Jill common shares and performance stock units does Mark Webb hold after these transactions?

After the reported transactions, Mark Webb directly holds 179,872.18 shares of J.Jill common stock and 42,269.19 performance stock units. These positions reflect his ongoing equity-based compensation and do not indicate any open-market buying or selling activity during the reported period.

Were Mark Webb’s April 28, 2026 J.Jill transactions open-market buys or sells?

No, the transactions were not open-market trades. They consisted of additional restricted stock units issued as an adjustment for a cash dividend and a grant of performance stock units. The Form 4 codes indicate awards and other non-market compensation-related changes, not discretionary buying or selling.