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

J.Jill, Inc. (NYSE: JILL) adjusts Elliot Staples’s stock units after $0.09 dividend

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 equity award adjustments for officer Elliot Staples tied to a cash dividend and performance criteria. On July 8, 2026, Staples received 115.92 shares of Common Stock in the form of additional restricted and performance stock units due to a $0.09 per share cash dividend, with these units carrying the same vesting and settlement terms as the original awards. He also received a grant of 68.99 performance stock units eligible to vest based on absolute total shareholder return compound annual growth rate goals, each representing a contingent right to one share of Common Stock. Following these transactions, Staples held 33,251.61 shares of Common Stock directly and 19,647.42 performance stock units.

Positive

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Negative

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Insights

Compensation-related equity adjustments, not open-market trading.

The transactions reflect routine equity compensation mechanics for J.Jill, Inc. officer Elliot Staples. A cash dividend of $0.09 per share triggered the issuance of 115.92 additional restricted and performance stock units, preserving the economic value of his existing awards.

Additionally, Staples received 68.99 performance stock units tied to absolute total shareholder return compound annual growth rate goals. These TSR PSUs vest only if specific performance conditions are met, and each unit can settle into one share of Common Stock. After these actions, he holds 33,251.61 Common shares and 19,647.42 performance stock units, indicating continued equity exposure rather than discretionary buying or selling.

Insider Staples Elliot
Role See Remarks
Type Security Shares Price Value
Grant/Award Performance Stock Units 68.99 $0.00 --
Other Common Stock 115.92 $0.00 --
Holdings After Transaction: Performance Stock Units — 19,647.42 shares (Direct, null); Common Stock — 33,251.61 shares (Direct, null)
Footnotes (1)
  1. On July 8, 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, June 24, 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 104.81 restricted stock units and 11.11 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 Cash dividend on outstanding Common Stock paid on July 8, 2026
Dividend-Related Additional Units 115.92 units Additional restricted and performance stock units received due to cash dividend
Dividend RSUs Component 104.81 restricted stock units Portion of additional units from dividend adjustment
Dividend PSUs Component 11.11 performance stock units Performance stock units earned based on Adjusted EBITDA threshold
New Performance Stock Units Grant 68.99 units TSR-based performance stock units eligible for vesting
Common Shares After Transaction 33,251.61 shares Direct Common Stock holdings after July 8, 2026 transaction
Performance Stock Units After Transaction 19,647.42 units Total performance stock units held after award on July 8, 2026
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 104.81 restricted stock units and 11.11 shares of performance stock units"
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
"goals ("TSR PSUs") and settlement as the underlying performance stock units to which they relate"
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FAQ

What equity awards did JILL officer Elliot Staples receive on July 8, 2026?
On July 8, 2026, Elliot Staples received 115.92 additional units tied to a cash dividend and a grant of 68.99 performance stock units, all subject to existing vesting and settlement conditions.

How did J.Jill, Inc. (JILL) dividend affect Elliot Staples’s restricted stock units?
A $0.09 per share cash dividend on J.Jill’s Common Stock led Staples to receive 115.92 additional units, consisting of 104.81 restricted stock units and 11.11 performance stock units, maintaining his economic position.

What are the performance conditions on Elliot Staples’s new JILL performance stock units?
The newly reported 68.99 performance stock units for Elliot Staples are eligible to vest based on absolute total shareholder return compound annual growth rate goals, with each vested unit settling into one share of Common Stock.

How many JILL Common Stock shares does Elliot Staples hold after these transactions?
After the July 8, 2026 transactions, Elliot Staples holds 33,251.61 shares of J.Jill Common Stock directly, alongside 19,647.42 performance stock units that may convert into shares upon vesting.

Were Elliot Staples’s JILL transactions open-market purchases or sales?
No open-market trades occurred. The Form 4 shows an other acquisition of 115.92 units from a dividend adjustment and a grant of 68.99 performance stock units, both compensation-related, not market buying or selling.

How were the 115.92 additional JILL units for Elliot Staples composed?
The 115.92 additional units comprised 104.81 restricted stock units and 11.11 performance stock units, earned based on J.Jill achieving a predetermined Adjusted EBITDA threshold and issued in connection with the cash dividend.
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)
07/08/2026		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 Stock07/08/2026J(1)115.92(1)(2)A$033,251.61D
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)07/08/2026A68.99(1) (3) (3)Common Stock68.99$019,647.42D
Explanation of Responses:
1. On July 8, 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, June 24, 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 104.81 restricted stock units and 11.11 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, Creative Director
/s/ Kathleen Stevens, attorney-in-fact07/10/2026
** 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