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

Equity grants to J.Jill (JILL) officer add stock and performance units

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

Rhea-AI Filing Summary

J.Jill, Inc. officer Maria D. Martinez reported routine equity compensation adjustments rather than any open-market trading. On April 28, 2026, she acquired 213.34 additional common-share equivalents at no cost when a $0.09 per-share cash dividend triggered automatic grants of restricted stock units and performance stock units under her existing award agreements.

The filing also shows a grant of 71.25 performance stock units tied to performance goals, including an Adjusted EBITDA threshold and absolute total shareholder return compound annual growth rate targets. After these transactions, she directly holds 46,275.38 shares of common stock and 9,637.92 performance stock units, all subject to their original vesting and settlement conditions.

Positive

  • None.

Negative

  • None.
Insider MARTINEZ MARIA D.
Role See Remarks
Type Security Shares Price Value
Grant/Award Performance Stock Units 71.25 $0.00 --
Other Common Stock 213.34 $0.00 --
Holdings After Transaction: Performance Stock Units — 9,637.92 shares (Direct, null); Common Stock — 46,275.38 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 201.79 restricted stock units and 11.55 shares of performance stock units earned based on J.Jill, Inc. achieving a predetermined Adjusted EBITDA threshold. This represents Ms. Martinez'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 per share $0.09 per share Cash dividend on common stock paid on April 28, 2026
Dividend-related equity units 213.34 units Additional restricted and performance stock units from dividend equivalents
New performance stock units 71.25 units Performance stock units granted on April 28, 2026
Common shares held 46,275.38 shares Total J.Jill common stock directly held after transactions
Performance stock units held 9,637.92 units Total performance stock units after the April 28, 2026 grant
Record date for dividend April 14, 2026 Holders of common stock eligible for the $0.09 dividend
restricted stock units financial
"Pursuant to the terms of the agreements governing the outstanding restricted stock units held"
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 201.79 restricted stock units and 11.55 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
"represents Ms. Martinez's performance stock units that will be eligible for vesting based on achievement of absolute"
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*
MARTINEZ MARIA D.
(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)
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)213.34(1)(2)A$046,275.38D
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)04/28/2026A71.25(1) (3) (3)Common Stock71.25$09,637.92D
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 201.79 restricted stock units and 11.55 shares of performance stock units earned based on J.Jill, Inc. achieving a predetermined Adjusted EBITDA threshold.
3. This represents Ms. Martinez'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, Chief Human Resources Officer
/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) officer Maria D. Martinez report?

Maria D. Martinez reported non-market equity changes: 213.34 additional common-share equivalents from dividend-related restricted and performance stock units, plus 71.25 new performance stock units granted at no cost, all subject to existing vesting and settlement conditions rather than immediate cash transactions.

Was there any open-market buying or selling in this JILL Form 4 filing?

No open-market buying or selling occurred. The Form 4 shows only non-cash equity adjustments and grants, including dividend-related restricted stock units and performance stock units awarded under compensation plans, with no reported purchases or sales of J.Jill common stock in the market.

How many J.Jill (JILL) shares does Maria D. Martinez hold after these transactions?

After the reported transactions, Maria D. Martinez directly holds 46,275.38 shares of J.Jill common stock. She also holds 9,637.92 performance stock units that may settle in additional shares if specified performance and vesting conditions are met under applicable award agreements.

What triggered the additional restricted stock units in this JILL Form 4?

A J.Jill cash dividend of $0.09 per share on April 28, 2026 triggered the additional units. Under her restricted stock unit agreements, dividend equivalents are paid in the form of extra units, which carry the same vesting and settlement terms as the original awards.

How are Maria D. Martinez’s JILL performance stock units structured?

Her performance stock units vest based on company performance goals. Some were earned after J.Jill reached a predetermined Adjusted EBITDA threshold, while other TSR PSUs are eligible to vest based on absolute total shareholder return compound annual growth rate targets, each unit representing one potential common share.