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Share-Based Payment | 3 Months Ended
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May 02, 2026
Share-Based Payment Arrangement [Abstract] |
Share-Based Payment | 10. Share-Based Payment On March 11, 2025, the Board approved and authorized an amendment and restatement (the “Amendment”) to the Company’s Amended and Restated 2017 Omnibus Equity Incentive Plan (the “A&R Plan”). The A&R Plan is administered by the Compensation Committee of the Board (the “Committee”). The Committee has the authority to determine the type, size and terms and conditions of awards granted under the A&R Plan. On June 27, 2025, the Company registered an additional 750,000 shares of its common stock at par value of $0.01 per share. As of May 2, 2026, the A&R Plan has 2,793,453 shares of common stock reserved for issuance to awards granted by the Committee with an aggregate of 767,986 shares remaining for future issuance. During the thirteen weeks ended May 2, 2026 and May 3, 2025, the Board approved and granted Restricted Stock Units (“RSUs”), dividend equivalent RSUs, Performance Stock Units (“PSUs”) and dividend equivalent PSUs under the A&R Plan. Restricted Stock Units For the thirteen weeks ended May 2, 2026 and May 3, 2025, the Board granted RSUs under the A&R Plan, which vest in one to three equal annual installments, beginning one year from the date of grant. The grant-date fair value of RSUs is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period. In connection with the cash dividend paid on the Company’s common stock and in accordance with the terms of the A&R Plan, participants holding RSUs were credited with dividend equivalent RSUs, which are subject to the same vesting terms as the RSUs. For the thirteen weeks ended May 2, 2026 and May 3, 2025, the fair market value of RSUs was determined based on the market price of the Company’s shares on the date of the grant. The following table summarizes the RSU awards activity for the thirteen weeks ended May 2, 2026:
| Number of RSUs |  | Weighted Average Grant Date Fair Value |
Unvested units outstanding at January 31, 2026 |  | 580,411 |  | $ | 18.61 |
Granted |  | 387,285 |  | $ | 12.14 |
Vested |  | (223,458 | ) | $ | 19.84 |
Forfeited |  | (32,430 | ) | $ | 18.26 |
Unvested units outstanding at May 2, 2026 |  | 711,808 |  | $ | 15.83 |
As of May 2, 2026, there was $9.8 million of total unrecognized compensation expense related to unvested RSUs, which is expected to be recognized over a weighted-average service period of 2.0 years. The total fair value of RSUs vested during the thirteen weeks ended May 2, 2026 and May 3, 2025 was $4.4 million and $4.4 million, respectively. Performance Stock Units For the thirteen weeks ended May 2, 2026 and May 3, 2025, the Board granted PSUs, a portion of which are based on achieving an adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) goal and the remaining portion is based on achieving an annualized absolute total shareholder return (“TSR”) growth goal. Each PSU award reflects a target number of shares (“Target Shares”) that may be issued to the award recipient provided the employee continues to provide services to the Company throughout the three-year performance period of the award. For Adjusted EBITDA based PSUs, the number of units earned will be determined based on the achievement of the predetermined Adjusted EBITDA goals at the end of each performance year, and for TSR based PSUs, the number of units earned will be determined based on the achievement of the predetermined TSR growth goal at the end of a three-year performance period. The TSR is based on J.Jill’s 30-trading day average beginning and closing price of the three-year performance period, assuming the reinvestment of dividends. Depending on the performance results based on Adjusted EBITDA and TSR, the actual number of shares that a grant recipient receives at the end of the vesting period may range from 0% to 200% of the Target Shares granted. PSUs are converted into shares of common stock upon vesting, under the terms of the A&R Plan. In connection with the cash dividend paid on the Company’s common stock and in accordance with the terms of the A&R Plan, participants holding PSUs were credited with dividend equivalent PSUs, a portion of which are based on an Adjusted EBITDA goal and the remaining portion is based on achieving an annualized TSR growth goal, each subject to the same vesting terms as the corresponding PSUs. The fair value of the PSUs granted during the thirteen weeks ended May 2, 2026 for which the performance is based on an Adjusted EBITDA goal was determined based on the market price of the Company’s shares on the date of the grant. Additionally, for those awards whose performance is based on a TSR growth goal, the fair value was estimated using a Monte Carlo simulation as of the grant date. These valuations were based on the assumptions noted below:
Monte Carlo Simulation Assumptions |
Risk Free Interest Rate | 3.84%
Expected Dividend Yield | —
Expected Volatility | 49.89%
Expected Term | 2.82 years
The Company recognizes share-based compensation expense related to Adjusted EBITDA based PSUs based on the Company’s estimate of the percentage of the award that will be achieved. The Company evaluates the estimate of these awards on a quarterly basis and adjusts share-based compensation expense related to these awards, as appropriate. For the TSR based PSUs, the share-based compensation expense is recognized on a straight-line basis over the three-year performance period based on the grant-date fair value of these PSUs. The following table summarizes the PSU awards activity for the thirteen weeks ended May 2, 2026:
| Number of PSUs |  | Weighted Average Grant Date Fair Value |
Unvested units outstanding at January 31, 2026 |  | 205,037 |  | $ | 22.89 |
Granted |  | 161,742 |  | $ | 12.71 |
Forfeited |  | (33,474 | ) | $ | 19.26 |
Unvested units outstanding at May 2, 2026 |  | 333,305 |  | $ | 17.95 |
As of May 2, 2026, there was $2.8 million of total unrecognized compensation expense related to unvested PSUs, which is expected to be recognized over a weighted-average service period of 2.3 years. Share-based compensation expense for RSUs and PSUs was recorded in the Selling, general and administrative expenses in the condensed consolidated statement of operations and comprehensive income. The Company recorded $1.2 million for the thirteen weeks ended May 2, 2026, and $1.0 million for the thirteen weeks ended May 3, 2025. As per the terms of the A&R Plan, as the dividend equivalent awards are subject to the same vesting conditions as their underlying awards, the Company did no t record any additional share-based compensation expense associated with these awards. Stock Options On December 9, 2024, the Company entered into a consulting agreement with Elm St Advisors, LLC (“Elm Street”), which was subsequently amended on March 11, 2025 (as amended, the “Consulting Agreement”). The Consulting Agreement resulted in a net award of 33,334 stock options to Elm Street, which vested on February 7, 2025. The amendment resulted in the cancellation of 66,666 of the original 100,000 stock options initially awarded under the Consulting Agreement, and accordingly, the reversal of $0.3 million of compensation expense was reversed in Selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive income during the thirteen weeks ended May 3, 2025. The stock options expire three years from the December 9, 2024 grant date. As of May 3, 2025, there was no unrecognized compensation cost as the stock options were fully vested. The Company applied liability accounting to the stock options prior to their vesting since the Board retained sole discretion over the determination of the milestone achievements and the related vesting, as described in the Consulting Agreement. Upon vesting the stock options became equity-classified and the corresponding liability was reclassified from Accrued expenses and other current liabilities to Additional paid-in capital on the condensed consolidated balance sheets. The fair value of the stock options as of February 7, 2025 was calculated using the Black-Scholes option-pricing model with the following assumptions:
Black Scholes Options Pricing Model |
Risk Free Interest Rate | 4.27%
Expected Dividend Yield | 1.00%
Expected Volatility | 45.90%
Expected Term | 1.59 years
During the thirteen weeks ended May 2, 2026, the outstanding stock options, including previously issued stock options have a weighted average fair value of $30.17, weighted average exercise price of $59.85 and a weighted average remaining contractual term of 1.1 yea rs.

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