JILL Form 4: Tax Withholding of 365.46 RSU Shares for VP Guido James

Rhea-AI Filing Summary

Guido James, Vice President and Chief Accounting Officer of J.Jill, Inc. (ticker JILL), reported a routine disposition on 09/19/2025. He had 365.46 shares withheld at an effective price of $18.74 per share to satisfy taxes on vested restricted stock units (RSUs). After the withholding, Mr. Guido beneficially owns 9,083.65 shares directly. The filing was signed by an attorney-in-fact on behalf of the reporting person on 09/22/2025. The Form 4 discloses a tax-withholding disposal related to previously granted RSUs and shows no option exercises, purchases, or other derivative transactions reported in this filing.

Insights

Financial Analyst

TL;DR: Routine tax-withholding sale of vested RSUs by a senior finance officer; non-material to company fundamentals.

The reported transaction is a common administrative disposition where 365.46 shares were withheld to cover tax obligations from vested RSUs at an effective price of $18.74. This reduces the officer's direct share count to 9,083.65 shares. There is no indication of open-market selling for cash proceeds, no derivative activity, and no change in ownership form. For investors, this type of filing typically does not signal a change in company outlook or insider confidence.

Corporate Governance Expert

TL;DR: Administrative withholding for RSU taxes reported properly; disclosure aligns with Section 16 obligations.

The Form 4 documents a withholding event consistent with company equity compensation procedures. The filing identifies the reporting person as an officer and discloses the reduction in beneficial ownership resulting from tax withholding. The signature by an attorney-in-fact is noted and the transaction code indicates a non-transactional, compensatory withholding rather than a voluntary sale. This is standard governance compliance and presents minimal governance risk.

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^*

Guido James

(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)
	VP, Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2025

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	09/19/2025		F		365.46(1)	D	$18.74	9,083.65	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

Explanation of Responses:

1. Shares reported were withheld from Mr. Guido for the payment of taxes associated with the vesting of previously granted RSUs.

	/s/ Kathleen Stevens, Attorney-in-Fact	09/22/2025
	** 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

What did JILL insider Guido James report on the Form 4 filed in September 2025?

The Form 4 reports that 365.46 shares were withheld on 09/19/2025 at $18.74 per share to satisfy taxes related to vested RSUs.

How many JILL shares does Guido James beneficially own after the reported transaction?

After the withholding, Guido James beneficially owns 9,083.65 shares directly according to the filing.

Was the reported transaction a market sale or a tax withholding for RSUs?

The filing explains the shares were withheld to pay taxes associated with vested restricted stock units, not an open-market sale.

When was the Form 4 transaction executed and when was the form signed?

The transaction date is 09/19/2025 and the Form 4 was signed by an attorney-in-fact on 09/22/2025.

What is the reporting person's role at J.Jill, Inc. as shown on the Form 4?

The reporting person is listed as an officer: VP, Chief Accounting Officer.