J.Jill SVP Receives Extra RSUs/PSUs After $0.08 Dividend

Rhea-AI Filing Summary

Senior Vice President & Creative Director Elliot Staples filed a Form 4 reporting automatic equity adjustments following J.Jill’s $0.08 cash dividend paid on 07/09/2025. Under the dividend-protection features of existing award agreements, Staples received 77.17 additional common-stock linked units (64.33 restricted stock units and 12.84 performance stock units) and 44.23 new performance stock units tied to absolute total shareholder-return CAGR goals. All units carry a $0 acquisition price, remain subject to the original vesting and settlement terms and are coded “J” (other, non-market acquisition). After the adjustment, Staples directly holds 21,677.84 shares of common stock and 13,481.86 derivative equity units. The filing reflects no open-market buying or selling activity and therefore has limited immediate market impact, but modestly increases management’s equity alignment with shareholders.

Positive

• No shares were sold; insider ownership increased modestly, marginally improving alignment with shareholder interests.

Negative

• None.

Insights

Equity Research Analyst

TL;DR insider receives dividend-related stock units; neutral for valuation.

The transaction is purely mechanical: existing RSU/PSU agreements grant additional units when cash dividends are paid. No cash changed hands and no public-market transaction occurred, so dilution is de minimis. The incremental 77.17 units are immaterial versus J.Jill’s share count and do not signal management’s view on valuation. Overall impact on earnings per share or free float is negligible; therefore I classify the event as neutral for investors.

Corporate Governance Specialist

TL;DR routine dividend adjustment increases insider holdings; governance unchanged.

Rule 10b5-1 safe-harbor language is absent, but the Form 4 indicates a standard “J” code adjustment, not discretionary trading. Such anti-dilution provisions are common and do not raise governance red flags. Insider ownership inches up, slightly improving alignment with shareholders without triggering pay-for-performance concerns because vesting conditions remain intact. I therefore view the filing as routine and not materially impactful.

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

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 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)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
07/09/2025

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	07/09/2025		J(1)		77.17(1)(2)	A	$0	21,677.84	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)	07/09/2025		A		44.23(1)		(3)	(3)	Common Stock	44.23	$0	13,481.86	D

Explanation of Responses:

1. On July 9, 2025, 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, June 25, 2025. Pursuant to the terms of the agreements governing the outstanding restricted stock units and performance stock units held by the filer, the filer received certain additional restricted stock units and performance 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 or performance stock units to which they relate.

2. This represents 64.33 restricted stock units and 12.84 shares of performance stock units earned based on J.Jill, Inc. achieving a predetermined Adjusted EBITDA threshold.

3. This represents Mr. Staples' 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:

Senior Vice President, Creative Director

	/s/ Kathleen Stevens, Attorney-in-Fact	07/11/2025
	** Signature of Reporting Person	Date
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.

FAQ

Why did JILL executive Elliot Staples receive additional shares?

The company’s $0.08 dividend triggered anti-dilution provisions in his RSU/PSU agreements, issuing 77.17 extra units at no cost.

Did the Form 4 reflect any open-market buying or selling of JILL stock?

No. The transaction code “J” indicates an other, non-market acquisition related to a dividend adjustment.

How many JILL shares does Staples now own after the transaction?

He directly owns 21,677.84 common shares plus 13,481.86 derivative units subject to vesting.

What performance goals apply to the new performance stock units?

They vest based on absolute total shareholder return compound annual growth rate targets, consistent with the original award terms.

Is this filing likely to affect JILL’s share count or EPS?

The additional units are immaterial relative to total shares outstanding, so the impact on dilution and EPS is negligible.