MARTINEZ MARIA D. 4

What Happened

• Maria D. Martinez, Senior Vice President & Chief Human Resources Officer of J.Jill, Inc. (JILL), was credited with 213.34 shares and 71.25 performance-based restricted stock units (RSUs/PSUs) on April 28, 2026. The transactions are reported as an "other acquisition" (213.34) and a grant/award (71.25); both were recorded at $0.00 per share (no cash paid).

Key Details

• Transaction date: April 28, 2026; Form 4 filed April 30, 2026 (timely).
• Reported entries: 213.34 shares acquired (code J) and 71.25 derivative awards (code A). Total units reported = 284.59.
• Price: $0.00 per share (these were awards/adjustments, not open-market purchases).
• Footnote highlights:
  • F1: J.Jill paid a $0.09/share cash dividend; under RSU agreements, Ms. Martinez received additional RSUs tied to that dividend (these additional units carry the same vesting/settlement terms as the underlying RSUs).
  • F2: The 213.34 units represent 201.79 RSUs plus 11.55 performance stock units earned based on achieving an Adjusted EBITDA threshold.
  • F3: The 71.25 units are TSR-based PSUs that are contingent on total shareholder return goals; each TSR PSU converts to one share upon vesting and the reported number is the maximum possible.
• Shares owned after the transaction: not specified in the filing.

Context

• These were award/adjustment transactions (not market buys or sales). The dividend-generated RSUs and PSU awards are subject to vesting and performance conditions, so they do not represent immediately tradable shares. Such awards are routine compensation actions and do not, by themselves, indicate the insider’s market sentiment.