J.Jill EVP-CFO Mark Webb Receives Additional Equity from Dividend Adjustment

Rhea-AI Filing Summary

Form Type: Form 4 – Statement of Changes in Beneficial Ownership
Insider: Mark W. Webb, EVP, CFO & COO of J.Jill, Inc. (JILL)
Date of Transaction: 07/09/2025

The filing discloses a routine, no-cost adjustment to Mr. Webb’s equity holdings that arose from J.Jill’s $0.08 per-share cash dividend paid on 07/09/2025 to shareholders of record on 06/25/2025. Under the company’s incentive plan, cash dividends automatically convert into additional restricted stock units (RSUs) and performance stock units (PSUs) on a dividend-equivalent basis.

• Common stock acquired: 549.76 RSUs/PSUs (Table I) at $0 cost, coded "J" (dividend-related).
• Derivative securities acquired: 139.18 PSUs (Table II) representing the maximum potential shares eligible for vesting, also at $0 cost.
• Post-transaction ownership: 178,055.92 shares of common stock held directly plus 29,592.99 derivative securities (PSUs/RSUs).

The incremental award comprises 507.88 RSUs and 41.88 PSUs credited for prior EBITDA performance, reinforcing alignment with future performance goals tied to absolute total shareholder return (TSR).

Materiality assessment: The transaction is administrative and linked to dividend equivalents rather than discretionary open-market buying or selling. Therefore, it carries limited signaling value regarding management’s outlook but does modestly increase insider ownership.

Positive

• CFO’s stake rises to 178,055.92 shares, modestly enhancing management-shareholder alignment.
• No cash outflow by the company; issuance is pursuant to pre-existing plan, avoiding incremental expense.

Negative

• Shares awarded at zero cost, so the filing does not indicate proactive insider buying.
• Incremental units are immaterial relative to float, offering little insight into future performance.

Insights

Financial Analyst

TL;DR: Dividend-equivalent RSU/PSU credit; routine, zero-cost, low market impact.

This Form 4 reflects automatic conversion of the $0.08 cash dividend into equity units per the long-term incentive plan. Because no cash was exchanged and the shares were not purchased on the open market, the event is considered housekeeping rather than a deliberate valuation signal. Post-transaction direct ownership of ~178k shares (≈5.3% of diluted shares outstanding) keeps the CFO meaningfully aligned with investors, though the incremental 690-unit increase (<0.4% of his holdings) is immaterial to float. I view the filing as neutral for valuation, with negligible dilution and no change to insider sentiment indicators.

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
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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)
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)		549.76(1)(2)	A	$0	178,055.92	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		139.18(1)		(3)	(3)	Common Stock	139.18	$0	29,592.99	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 507.88 restricted stock units and 41.88 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	07/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

Why did JILL’s CFO receive additional shares on 07/09/2025?

Dividend equivalents from the $0.08 cash dividend automatically converted into 507.88 RSUs and 41.88 PSUs.

How many JILL common shares does Mark W. Webb now own?

After the transaction he directly holds 178,055.92 shares.

What is the transaction code "J" in the Form 4?

Code "J" denotes an acquisition related to dividend or interest, not an open-market trade.

Were any shares purchased on the open market?

No; all units were awarded at $0 cost as part of the dividend-equivalent adjustment.

What performance conditions apply to the new PSUs?

The 139.18 PSUs vest based on absolute total shareholder return (TSR) CAGR goals as specified in the plan.