[10-Q] J.Jill, Inc. Quarterly Earnings Report

Rhea-AI Filing Summary

J.Jill reported operational and balance sheet details showing a national retail footprint and recent capital actions. The company operates 247 stores and an ecommerce platform, with 50,000,000 shares authorized and approximately 15.5 million shares issued and 15.2 million outstanding as of the latest reporting dates. The company held $0.4 million of restricted cash recorded in prepaid expenses and other current assets.

Capital activity included an Equity Offering completed in June 2024 where the company sold 1,000,000 new shares, generating net proceeds of $29.5 million after underwriting discounts; total underwriting discounts were ~ $1.5 million and third-party expenses were $0.9 million. The Board authorized a $25.0 million share repurchase program with $20.0 million available remaining. The company made voluntary term loan principal prepayments in Fiscal 2024 and paid a $2.6 million premium plus $1.6 million of interest related to those prepayments. Several share‑based and performance award programs are described, including RSUs, PSUs and reserved shares for awards.

Positive

• $29.5 million net proceeds from the Equity Offering increased liquidity
• Board authorized a $25.0 million share repurchase program with $20.0 million available, providing optional capital return flexibility
• National presence with 247 stores and a robust ecommerce platform

Negative

• Voluntary term loan prepayments generated a $2.6 million premium and $1.6 million of interest, creating incremental cash outflows
• Company has an accumulated deficit such that dividends reduce Additional Paid-In Capital rather than retained earnings
• Over 2.7 million shares reserved for awards, which may lead to future dilution

Insights

Financial Analyst

TL;DR Equity raise and repurchase capacity improve liquidity while term loan prepayment costs reduced cash; operating footprint remains steady.

The Equity Offering provided $29.5 million of net proceeds which strengthens liquidity. A remaining $20.0 million repurchase authorization signals optional capital return flexibility but does not obligate repurchases. Voluntary term loan prepayments incurred a $2.6 million premium and $1.6 million of interest, reflecting cash outflows tied to debt management decisions. Operationally, the company continues to run 247 stores and an ecommerce channel. Share‑based compensation and performance award programs remain sizable with over 2.7 million shares reserved, which can affect future dilution.

Corporate Governance Expert

TL;DR Board-authorized repurchase program and detailed equity compensation governance indicate active capital allocation and incentive alignment mechanisms.

The Board authorized a $25.0 million repurchase program with clear execution modalities and regulatory compliance caveats. Equity compensation practices include RSUs, PSUs tied to Adjusted EBITDA and TSR, dividend equivalents, and time‑based vesting, demonstrating structured incentive design. The filing also documents cancellation and amendment of certain option grants with associated compensation reversals, showing governance oversight of consultant awards and expense recognition. No single customer accounts for more than 10% of revenue per disclosures.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 2, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________________ to _____________________

Commission File Number: 001-38026

J.Jill, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		45-1459825
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
4 Batterymarch Park, Quincy, MA 02169		02169
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (617) 376-4300

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	JILL	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☐		Accelerated filer		☒
Non-accelerated filer		☐		Smaller reporting company		☒
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(g) of the Act: None

As of August 28, 2025 the registrant had 15,227,721 shares of common stock, $0.01 par value per share, outstanding.

Table of Contents

			Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of August 2, 2025 (Unaudited) and February 1, 2025		2
	Condensed Consolidated Statements of Operations and Comprehensive Income for the Thirteen and Twenty-Six Weeks Ended August 2, 2025 and August 3, 2024 (Unaudited)		3
	Condensed Consolidated Statements of Shareholders’ Equity for the Thirteen and Twenty-Six Weeks Ended August 2, 2025 and August 3, 2024 (Unaudited)		4
	Condensed Consolidated Statements of Cash Flows for the Twenty-Six weeks ended August 2, 2025 and August 3, 2024 (Unaudited)		5
	Notes to Condensed Consolidated Financial Statements (Unaudited)		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		26
Item 4.	Controls and Procedures		26
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings		27
Item 1A.	Risk Factors		27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		27
Item 3.	Defaults Upon Senior Securities		27
Item 4.	Mine Safety Disclosures		27
Item 5.	Other Information		28
Item 6.	Exhibits		28
	Exhibit Index		28
	Signatures		29

1

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

J.Jill, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except share data)

		August 2, 2025				February 1, 2025
Assets
Current assets:
Cash and cash equivalents		$	45,523			$	35,427
Accounts receivable			6,478				5,017
Inventories, net			55,268				61,295
Prepaid expenses and other current assets			23,090				20,291
Total current assets			130,359				122,030
Property and equipment, net			52,485				55,325
Intangible assets, net			58,669				61,015
Goodwill			59,697				59,697
Operating lease assets, net			127,880				112,303
Other assets			7,418				7,329
Total assets		$	436,508			$	417,699
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable		$	47,236			$	51,980
Accrued expenses and other current liabilities			31,588				40,479
Current portion of operating lease liabilities			38,340				34,649
Total current liabilities			117,164				127,108
Long-term debt, net of discount and current portion			70,016				69,419
Deferred income taxes			12,657				9,389
Operating lease liabilities, net of current portion			114,129				104,751
Other liabilities			1,041				1,263
Total liabilities			315,007				311,930
Commitments and contingencies (see Note 12)
Shareholders’ Equity
Common stock, par value $0.01 per share; 50,000,000 shares authorized; 15,502,455 and 15,344,053 shares issued at August 2, 2025 and February 1, 2025 respectively; and 15,227,384 and 15,324,222 shares outstanding at August 2, 2025 and February 1, 2025, respectively			157				153
Additional paid-in capital			240,830				242,781
Treasury stock, at cost, 275,071 and 19,831 shares at August 2, 2025 and February 1, 2025, respectively			(5,051	)			(523	)
Accumulated deficit			(114,435	)			(136,642	)
Total shareholders’ equity			121,501				105,769
Total liabilities and shareholders’ equity		$	436,508			$	417,699

The accompanying notes are an integral part of these condensed consolidated financial statements.

2

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J.Jill, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME (UNAUDITED)

(in thousands, except share and per share data)

		For the Thirteen Weeks Ended								For the Twenty-Six Weeks Ended
		August 2, 2025				August 3, 2024				August 2, 2025				August 3, 2024
Net sales		$	153,987			$	155,242			$	307,611			$	316,755
Costs of goods sold (exclusive of depreciation and amortization)			48,630				45,848				91,897				89,624
Gross profit			105,357				109,394				215,714				227,131
Selling, general and administrative expenses			88,569				86,314				179,657				175,426
Impairment of long-lived assets			5				58				212				311
Operating income			16,783				23,022				35,845				51,394
Loss on extinguishment of debt			—				8,570				—				8,570
Interest expense			2,733				3,724				5,522				10,160
Interest income			(498	)			(538	)			(886	)			(1,526	)
Income before provision for income taxes			14,548				11,266				31,209				34,190
Income tax provision			4,033				3,075				9,002				9,303
Net income and total comprehensive income		$	10,515			$	8,191			$	22,207			$	24,887
Per share data (Note 9):
Net income per common share:
Basic		$	0.69			$	0.55			$	1.45			$	1.71
Diluted		$	0.69			$	0.54			$	1.45			$	1.69
Weighted average common shares:
Basic			15,254,411				14,906,662				15,284,442				14,581,796
Diluted			15,297,083				15,098,301				15,344,019				14,746,749
Cash dividends declared per common share		$	0.08			$	0.07			$	0.16			$	0.07

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

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J.Jill, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

(in thousands, except share data)

		Common Stock								Additional Paid- in Capital				Treasury Stock								Accumulated Deficit				Total Shareholders’ Equity
		Shares				Amount								Shares				Amount
Balance, February 1, 2025			15,344,053			$	153			$	242,781				(19,831	)		$	(523	)		$	(136,642	)		$	105,769
Vesting of equity awards			238,696				3				187				—				—				—				190
Surrender of shares to pay withholding taxes			(93,075	)			—				(2,043	)			—				—				—				(2,043	)
Repurchase of treasury stock			—				—				—				(186,800	)			(3,526	)			—				(3,526	)
Quarterly cash dividend and dividend equivalents declared ($0.08 per share)			—				—				(1,075	)			—				—				—				(1,075	)
Equity-based compensation			—				—				966				—				—				—				966
Net income			—				—				—				—				—				11,692				11,692
Balance, May 3, 2025			15,489,674			$	156			$	240,816				(206,631	)		$	(4,049	)		$	(124,950	)		$	111,973
Vesting of restricted stock units			20,559				1				(1	)			—				—				—				—
Surrender of shares to pay withholding taxes			(7,778	)			—				(110	)			—				—				—				(110	)
Repurchase of treasury stock			—				—				—				(68,440	)			(1,002	)			—				(1,002	)
Quarterly cash dividend and dividend equivalents declared ($0.08 per share)			—				—				(1,381	)			—				—				—				(1,381	)
Equity-based compensation			—				—				1,506				—				—				—				1,506
Net income			—				—				—				—				—				10,515				10,515
Balance, August 2, 2025			15,502,455			$	157			$	240,830				(275,071	)			(5,051	)		$	(114,435	)		$	121,501

		Common Stock								Additional Paid- in Capital				Treasury Stock								Accumulated Deficit				Total Shareholders' Equity
		Shares				Amount								Shares				Amount
Balance, February 3, 2024			10,614,454			$	107			$	213,236				—			$	—			$	(176,125	)		$	37,218
Vesting of restricted stock units			201,827				2				(2	)			—				—				—				—
Surrender of shares to pay withholding taxes			(68,434	)			(2	)			(2,054	)			—				—				—				(2,056	)
Equity-based compensation			—				—				1,254				—				—				—				1,254
Net income			—				—				—				—				—				16,696				16,696
Balance, May 4, 2024			10,747,847			$	107			$	212,434				—			$	—			$	(159,429	)		$	53,112
Issuance of common stock, net of underwriting and issuance costs			1,000,000				10				28,539				—				—				—				28,549
Vesting of restricted stock units			31,875				—				—				—				—				—				—
Surrender of shares to pay withholding taxes			(12,854	)			—				(432	)			—				—				—				(432	)
Quarterly cash dividend and dividend equivalents declared ($0.07 per share)			—				—				(752	)			—				—				—				(752	)
Equity-based compensation			—				—				1,696				—				—				—				1,696
Net income			—				—				—				—				—				8,191				8,191
Balance, August 3, 2024			11,766,868			$	117			$	241,485				—			$	—			$	(151,238	)		$	90,364

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

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J.Jill, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

		For the Twenty-Six Weeks Ended
		August 2, 2025				August 3, 2024
Net income		$	22,207			$	24,887
Operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			10,650				10,829
Impairment of long-lived assets			212				311
Adjustment for exited retail stores			(232	)			(615	)
Loss on disposal of fixed assets			195				57
Loss on extinguishment of debt			—				8,570
Noncash interest expense			617				1,044
Equity-based compensation			2,472				2,950
Deferred rent incentives			(472	)			(63	)
Deferred income taxes			3,268				(1,428	)
Changes in operating assets and liabilities:
Accounts receivable			(1,461	)			(26	)
Inventories, net			6,026				550
Prepaid expenses and other current assets			(2,799	)			(1,791	)
Accounts payable			(5,123	)			2,946
Accrued expenses and other current liabilities			(8,684	)			(5,800	)
Operating lease assets and liabilities			(2,312	)			(3,029	)
Other noncurrent assets and liabilities			134				(1,512	)
Net cash provided by operating activities			24,698				37,880
Investing activities:
Purchases of property and equipment			(4,492	)			(3,139	)
Capitalized software			(984	)			(1,421	)
Net cash used in investing activities			(5,476	)			(4,560	)
Financing activities:
Principal repayments on Term Loan			—				(89,775	)
Prepayment premium on Term Loan			—				(2,562	)
Proceeds from issuance of common stock, net of underwriting costs			—				29,450
Third-party common stock issuance costs			—				(901	)
Share repurchase costs, net of commission and fees			(4,528	)			—
Surrender of shares to pay withholding taxes			(2,153	)			(2,486	)
Quarterly cash dividend paid to shareholders			(2,445	)			(752	)
Net cash used in financing activities			(9,126	)			(67,026	)
Net change in cash and cash equivalents and restricted cash			10,096				(33,706	)
Cash and cash equivalents and restricted cash:
Beginning of Period			35,790				62,540
End of Period (a)		$	45,886			$	28,834

(a)Includes $0.4 million of restricted cash for the thirteen weeks ended August 2, 2025 and August 3, 2024. The Company recorded restricted cash in Prepaid expenses and other current assets as presented in the condensed consolidated balance sheets.

The accompanying notes are an integral part of these condensed consolidated financial statements.

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J.Jill, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Description of Business

J.Jill, Inc., “J.Jill” or the “Company”, is a national lifestyle brand that provides apparel, footwear and accessories designed to help its customers move through a full life with ease. The brand represents an easy, thoughtful and inspired style that celebrates the totality of all women and designs its products with its core brand ethos in mind: keep it simple and make it matter. J.Jill offers a high touch customer experience through 247 stores nationwide and a robust ecommerce platform. J.Jill is headquartered outside Boston.

J.Jill, Inc. is a holding company. Jill Acquisition LLC, its wholly-owned subsidiary, and J.Jill Gift Card Solutions, Inc., a wholly-owned subsidiary of Jill Acquisition LLC, are the operating companies for the business assets.

2. Summary of Significant Accounting Policies

Basis of Presentation

Our interim condensed consolidated financial statements are unaudited. All significant intercompany balances and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted, in accordance with the rules of the Securities and Exchange Commission (the “SEC”) associated with reporting of interim period financial information. We consistently applied the accounting policies described in our Annual Report on Form 10-K (the “2024 Annual Report”) for the fiscal year ended February 1, 2025 (“Fiscal Year 2024”) in preparing these unaudited interim condensed consolidated financial statements. J.Jill operates on a 52- or 53-week fiscal year that ends on the Saturday that is closest to January 31. Each fiscal year generally is comprised of four 13-week fiscal quarters, although in the years with 53 weeks, the fourth quarter represents a 14-week period. The fiscal year ending January 31, 2026 (“Fiscal Year 2025”) and Fiscal Year 2024 are both comprised of 52 weeks.

In the opinion of management, these interim condensed consolidated financial statements contain all normal and recurring adjustments necessary to state fairly the financial position and results of operations of the Company. The consolidated balance sheet as of February 1, 2025 is derived from the audited consolidated balance sheet as of that date. The unaudited results of operations for the thirteen and twenty-six weeks ended August 2, 2025 are not necessarily indicative of future results or results to be expected for Fiscal Year 2025. You should read these statements in conjunction with our audited consolidated financial statements and related notes in our 2024 Annual Report.

Segment Reporting

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting: Improvements to Reportable Segment Disclosures.” The Company adopted the ASU during the fourth quarter of Fiscal Year 2024 and updated its disclosures accordingly. Refer to Note 13 - Segment Reporting for additional details.

Restricted Cash

The Company's restricted cash balance represents an imprest cash account used to fund employee healthcare costs. The balance of restricted cash as of August 2, 2025 and August 3, 2024 was $0.4 million, which is included in Prepaid expenses and other current assets on the condensed consolidated balance sheets.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statement of cash flows (in thousands):

		For the Twenty-Six Weeks Ended
		August 2, 2025				August 3, 2024
Cash and cash equivalents		$	45,523			$	28,466
Restricted cash reported in Prepaid expenses and other current assets			363				368
Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows		$	45,886			$	28,834

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Accounts Receivable

The beginning balances at February 1, 2025 for accounts receivable arising from contracts with customers was $5.0 million with ending balances included in Accounts receivable on the condensed consolidated balance sheets.

The beginning balances at February 3, 2024 for accounts receivable arising from contracts with customers was $7.0 million with ending balances included in Accounts receivable on the condensed consolidated balance sheets.

The Company’s accounts receivable relates primarily to payments due from banks for credit and debit card transactions for approximately 2 to 5 days of sales. These receivables do not bear interest. The Company occasionally sells inventory to liquidators, and if these sales occur near the end of a reporting period, they are also included in Accounts receivable on the condensed consolidated balance sheets.

Cost of Goods Sold

Cost of goods sold (“COGS”) consists of the direct costs of sold merchandise, which include customs, taxes, tariffs, duties, commissions and inbound shipping costs, inventory shrinkage, and adjustments and reserves for excess, aged and obsolete inventory. COGS does not include distribution center costs and allocations of indirect costs, such as occupancy, depreciation, amortization, or labor and benefits.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist primarily of payroll and related expenses, occupancy costs, information systems costs and other operating expenses related to our stores and operations at the headquarters, including utilities, depreciation and amortization. These expenses also consist of marketing expense, including catalog production and mailing costs, warehousing, distribution and outbound shipping costs, customer service operations, consulting and software services, natural disasters, professional services and other administrative costs.

Cloud-Based Software Arrangements

The costs incurred to implement cloud computing arrangements hosted by third party vendors are capitalized when incurred during the application development phase, and recognized as Prepaid expenses and other current assets for the current portion or Other assets for the long-term portion in the condensed consolidated balance sheets. Implementation costs are subsequently amortized on a straight-line basis over the expected term of the related cloud service, beginning on the date the related software or module is ready for its intended use. The amortization of cloud-based software implementation costs is recorded as a component of Selling, general, and administrative expenses, in the condensed consolidated statement of operations and comprehensive income, the same line item as the expense for the associated hosting arrangement. The carrying value of cloud computing implementation costs are tested for impairment when an event or circumstance indicates that the asset might be impaired. Cloud computing arrangement implementation costs are classified within operating activities in the condensed consolidated statements of cash flows.

For the thirteen and twenty-six weeks ended August 2, 2025, the Company amortized $0.7 million and $1.1 million, respectively, of cloud-based software implementation costs. For the thirteen and twenty-six weeks ended August 3, 2024, the Company amortized $0.3 million and $0.5 million, respectively, of cloud-based software implementation costs.

As of August 2, 2025, the Company had $10.3 million of gross capitalized cloud-based software implementation costs and $1.1 million of related accumulated amortization, for a net balance of $9.2 million, made up of $2.5 million recorded within Prepaid expenses and other current assets and $6.7 million recorded within Other assets in the Company’s condensed consolidated balance sheets.

As of February 1, 2025, the Company had $9.5 million of gross capitalized cloud-based software implementation costs and $0.9 million of related accumulated amortization, for a net balance of $8.6 million, made up of $1.9 million recorded within Prepaid expenses and other current assets and $6.7 million recorded within Other assets in the Company’s condensed consolidated balance sheets.

Change in Accounting Estimate

Effective March 2025, the Company revised its methodology for estimating the Direct sales returns reserve. Previously, the reserve was calculated based on catalog offer code tracking data. After upgrading its Order Management System (“OMS”) in March 2025, the Company transitioned to a curve-based model that aligns with the methodology used to estimate returns for its Retail channel. The new model is expected to provide a more accurate reflection of customer return behavior. Additionally, the Company reduced the allowable return window for Direct and Retail sales from 90 to 60 days, which also impacted the estimate of expected returns. These changes were accounted for as a change in accounting estimate and applied prospectively in accordance with applicable accounting guidance. The impact of the change is not material to the consolidated financial statements.

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Recently Issued Accounting Pronouncements

In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative”. This ASU amends the FASB Accounting Standards Codification in response to the SEC’s disclosure update and simplification initiative. This guidance will be applied prospectively with the effective date for each amendment to be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. If by June 30, 2027, the SEC has not removed the related disclosures from Regulation S-X or Regulation S-K, the pending amendments will not become effective for any entity. The Company is assessing what impact this guidance will have on its disclosures in the Company’s consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures.” This ASU requires enhanced income tax disclosures, including disaggregation of information in the rate reconciliation table and disaggregated information related to income taxes paid. The other amendments in this update improve the effectiveness and comparability of disclosures by (1) adding disclosures of pretax income (or loss) and income tax expense (or benefit), and (2) removing disclosures that are no longer considered cost beneficial or relevant. The amendments in ASU 2023-09 are effective for the fiscal year ending January 31, 2026. Early adoption is permitted. The Company is currently evaluating the impact that this guidance will have on its disclosures in the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40).” Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. These standards provide guidance to expand disclosures related to the disaggregation of income statement expenses. The standard requires, in the notes to the financial statements, disclosure of specified information about certain costs and expenses which includes purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, on a retrospective or prospective basis, with early adoption permitted. The Company is currently evaluating the impact that this guidance will have on its disclosures in the Company’s consolidated financial statements.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting, Improvements to Reportable Segment Disclosures.” This ASU enhances the disclosures required about a public entity’s reportable segments in its annual and interim condensed consolidated financial statements. The amendments in this update require additional detailed and enhanced information about reportable segments’ expense, including significant segment expenses and other segment items that bridge segment revenue, significant expenses to segment profit or loss. The ASU also requires disclosure of the title and position of the Chief Operating Decision Maker (“CODM”) on an annual basis as well as an explanation of how the CODM uses the reported measures and other disclosures. The amendments in this update do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The Company adopted the ASU during the fourth quarter of Fiscal Year 2024 and updated its disclosures accordingly. Refer to Note 13 - Segment Reporting for additional details.

3. Revenues

Disaggregation of Revenue

Net sales consist primarily of revenues, net of merchandise returns and discounts, generated from the sale of apparel and accessory merchandise through our retail stores (“Retail”) and through our website and catalog orders (“Direct”). Net sales also include shipping and handling fees collected from customers, royalty revenues and marketing reimbursements related to our private label credit card agreement. Retail revenue is recognized at the time of sale or upon shipment if the sale is not immediately fulfilled, and Direct revenue is recognized upon shipment of merchandise to the customer. The following table presents disaggregated revenues by source (in thousands):

		For the Thirteen Weeks Ended								For the Twenty-Six Weeks Ended
		August 2, 2025				August 3, 2024				August 2, 2025				August 3, 2024
Retail		$	82,492			$	82,148			$	164,305			$	167,755
Direct			71,495				73,094				143,306				149,000
Net sales		$	153,987			$	155,242			$	307,611			$	316,755

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Remaining Performance Obligations

As of August 2, 2025, the transaction price allocated to remaining performance obligations amounts to $0.4 million, which relates to the marketing and promotion of the Company’s private label credit card program. This amount will be recognized as revenue evenly through January 2031.

Contract Liabilities

The Company recognizes a contract liability when it has received consideration from the customer and has a future obligation to the customer. Total contract liabilities consisted of the following (in thousands):

						August 2, 2025				February 1, 2025
Upfront payment (1)							446			$	486
Unredeemed gift cards (2)							5,778				7,003
Total contract liabilities						$	6,224			$	7,489

(1)The current and noncurrent portions of the upfront payment received in connection with the private label credit card agreement are included in Accrued expenses and other current liabilities and Other long-term liabilities, respectively, in the Company’s condensed consolidated balance sheets.

(2)Revenue recognized for the twenty-six weeks ended August 2, 2025 related to the contract liability balance as of February 1, 2025 was $3,026.

The Company recognized revenue related to gift card redemptions and breakage for the thirteen and twenty-six weeks ended August 2, 2025 of approximately $3.0 million and $6.2 million, respectively, and for the thirteen and twenty-six weeks ended August 3, 2024 of approximately $2.5 million and $5.4 million, respectively. Revenue recognized consists of gift cards that were part of the unredeemed gift card balance at the beginning of the period as well as gift cards that were issued and redeemed during the period.

Practical Expedients and Policy Elections

The Company excludes from its revenue all amounts collected from customers for sales taxes that are remitted to taxing authorities.

Shipping and handling activities that occur after control of related goods transfers to the customer are accounted for as fulfillment activities rather than assessing these activities as performance obligations.

The Company does not disclose the transaction price allocated to remaining performance obligations for contracts with customers that have an expected duration of one year or less. The Company applies the optional exemption to not disclose the transaction price allocated to remaining performance obligations where revenue represents sales-or-usage-based royalty. This optional exemption applies to royalty payments received from allowing a third party to use the J.Jill brand in providing a private label credit card to its customers through January 31, 2031. These royalties are based on an agreed-upon percentage of sales generated through the use of the private label credit card.

4. Asset Impairments

Long-lived Asset Impairments

For the thirteen weeks ended August 2, 2025, the Company recorded an immaterial amount of noncash impairment charges related to leasehold improvements at certain store locations. For the twenty-six weeks ended August 2, 2025, the Company recorded $0.2 million of noncash impairment charges related to leasehold improvements at certain store locations driven by the actual performance at these locations. The Company reduced the net carrying value of certain long-lived assets to their estimated fair value, which was determined using a discounted cash flow method.

For the thirteen weeks ended August 3, 2024, the Company recorded an immaterial amount of noncash impairment charges related to right of use assets at the corporate headquarters and leasehold improvements at certain store locations. For the twenty-six weeks ended August 3, 2024, the Company recorded noncash impairment charges of $0.3 million primarily related to leasehold improvements at certain store locations driven by the actual performance at these locations.

Goodwill and Other Intangible Assets

The balance of goodwill was $59.7 million at August 2, 2025 and February 1, 2025. The accumulated goodwill impairment losses as of August 2, 2025 and February 1, 2025 were $137.3 million.

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A summary of other intangible assets as of August 2, 2025 and February 1, 2025 is as follows (in thousands):

				August 2, 2025
		Weighted Average Useful Life (Years)		Gross				Accumulated Amortization				Accumulated Impairment				Carrying Amount
Indefinite-lived:
Trade name		N/A		$	58,100			$	—			$	24,100			$	34,000
Definite-lived:
Customer relationships		13.2			134,200				106,911				2,620				24,669
Total intangible assets				$	192,300			$	106,911			$	26,720			$	58,669

				February 1, 2025
		Weighted Average Useful Life (Years)		Gross				Accumulated Amortization				Accumulated Impairment				Carrying Amount
Indefinite-lived:
Trade name		N/A		$	58,100			$	—			$	24,100			$	34,000
Definite-lived:
Customer relationships		13.2			134,200				104,565				2,620				27,015
Total intangible assets				$	192,300			$	104,565			$	26,720			$	61,015

Total amortization expense for these amortizable intangible assets was $1.2 million for the thirteen weeks ended August 2, 2025 and August 3, 2024, and $2.3 million and $2.8 million for the twenty-six weeks ended August 2, 2025 and August 3, 2024, respectively.

The estimated amortization expense for each of the next five years and thereafter is as follows (in thousands):

Fiscal Year		Estimated Amortization Expense
2025 (1)		$	2,346
2026			4,556
2027			4,418
2028			4,246
2029			4,109
Thereafter			4,994
Total		$	24,669

(1)Represents amortization expense for the remainder of Fiscal Year 2025.

Impairment Tests

Goodwill and indefinite-lived intangible assets are not amortized but are reviewed for impairment at least annually, or more frequently when events or changes in circumstances indicate that the carrying value may not be recoverable. Definite-lived intangible assets are reviewed for impairment when events or circumstances indicate that the carrying value may not be recoverable. Judgments regarding indicators of potential impairment are based on market conditions and operational performance of the business.

During the thirteen and twenty-six weeks ended August 2, 2025 and August 3, 2024, the Company did not identify any events or circumstances that indicated the fair value of a reporting unit was less than its carrying value.

5. Debt

The components of the Company’s outstanding long-term debt as of August 2, 2025 and February 1, 2025 were as follows (in thousands):

		August 2, 2025
		Outstanding Principal Balance				Original Issue Discount				Capitalized Fees & Expenses				Balance Sheet
Net long-term debt (Term Loan due 2028)		$	74,288			$	(3,204	)		$	(1,068	)		$	70,016

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		February 1, 2025
		Outstanding Principal Balance				Original Issue Discount				Capitalized Fees & Expenses				Balance Sheet
Net long-term debt (Term Loan due 2028)		$	74,288			$	(3,652	)		$	(1,217	)		$	69,419

Term Loan Credit Agreement

The Company is party to a secured $175.0 million term loan credit agreement (the “Term Loan Credit Agreement” and, such facility, the “Term Loan Facility”), dated April 5, 2023, by and among the lenders party thereto and Jefferies Finance LLC (“Jefferies”), as administrative and collateral agent, with a maturity date of May 8, 2028.

On May 10, 2024, the Company made a voluntary principal prepayment of $58.2 million on the Term Loan Credit Agreement, in lieu of the previously expected excess cash flow payment of $26.6 million. The expected excess cash flow payment was rejected by the lenders as permitted under the provisions of the Term Loan Credit Agreement. On June 21, 2024, the Company made an additional voluntary principal prepayment of $27.2 million (See Note 8 - Shareholders’ Equity, Common Stock Issuance, for additional information). Together with the required quarterly payments, the Company has repaid $94.2 million in principal under the Term Loan Credit Agreement in Fiscal Year 2024. In connection with the voluntary principal prepayments, the Company paid a $2.6 million premium, amounting to 3% on the aggregate principal amount being prepaid, and $1.6 million towards interest, in accordance with the provisions of the Term Loan Credit Agreement.

In connection with the voluntary principal prepayments discussed above, for the thirteen and twenty-six weeks ended August 3, 2024, the Company recognized a loss on extinguishment of debt of approximately $8.6 million, consisting of $6.0 million of accelerated amortization of the discount and fees and $2.6 million of prepayment premium, in its condensed consolidated statements of operations and comprehensive income. As of August 2, 2025, the remaining Term Loan Facility principal balance of $74.3 million is to be paid upon maturity on May 8, 2028. As a result of the voluntary principal prepayments described above, there will be no quarterly payments required until the remaining balance is paid in full on the maturity date. The remaining unamortized discount and fees of $4.3 million will continue to be amortized over the remaining term through maturity.

As of August 2, 2025, the Company was in compliance with all covenants contained in its outstanding debt arrangements.

Asset-Based Revolving Credit Agreement

The Company is party to a secured $40.0 million asset-based revolving credit facility agreement (the “ABL Credit Agreement” and, such facility, the “ABL Facility”), as amended, with a maturity date of May 10, 2028 (or 180 days prior to the maturity date of the Company’s Term Loan Credit Agreement if the maturity date of such Term Loan Facility has not been extended to a date that is at least 180 days after the maturity date of the ABL Credit Agreement).

The Company had no short-term borrowings under the Company’s ABL Facility as of August 2, 2025 and February 1, 2025. The Company’s available borrowing capacity under the ABL Facility as of August 2, 2025 and February 1, 2025 was $35.7 million.

As of August 2, 2025 and February 1, 2025, there were outstanding letters of credit of $4.3 million, which reduced the availability under the ABL Facility. As of August 2, 2025, the maximum commitment for letters of credit was $15.0 million.

As of August 2, 2025, the Company was in compliance with all covenants.

6. Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

Valuation techniques used to measure fair value require the Company to maximize the use of observable inputs and minimize the use of unobservable inputs. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

•Level 1 - Quoted prices in active markets for identical assets or liabilities.

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•Level 2 - Observable inputs, other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets; quoted prices for similar assets or liabilities in markets that are not active; or other inputs other than quoted prices that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities, including interest rates and yield curves, and market corroborated inputs.

•Level 3 - Unobservable inputs for the assets or liabilities that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These are valued based on management’s estimates and assumptions that market participants would use in pricing the asset or liabilities.

The following table presents the carrying value and fair value hierarchy for debt as of August 2, 2025 and February 1, 2025, respectively (in thousands):

						Fair Value as of August 2, 2025
		Carrying Value				Level 1				Level 2				Level 3
Financial instruments not carried at fair value:
Total debt		$	70,016			$	—			$	73,194			$	—
Total financial instruments not carried at fair value		$	70,016			$	—			$	73,194			$	—

						Fair Value as of February 1, 2025
		Carrying Value				Level 1				Level 2				Level 3
Financial instruments not carried at fair value:
Total debt		$	69,419			$	—			$	73,968			$	—
Total financial instruments not carried at fair value		$	69,419			$	—			$	73,968			$	—

The Company’s debt instruments include the Term Loan Credit Agreement. The debt instruments are recorded at cost, net of debt issuance costs and any related discount. The fair value of the debt instruments is obtained based on observable market prices quoted on public exchanges for similar instruments.

The Company believes that the carrying amounts of its other financial instruments, including cash, accounts receivable, accounts payable and any amounts drawn on its revolving credit facilities, consisting primarily of instruments without extended maturities, based on management’s estimates, approximates their fair value due to the short-term maturities of these instruments.

Assets and Liabilities with Recurring Fair Value Measurements - Certain assets and liabilities may be measured at fair value on an ongoing basis. We did not elect to apply the fair value option for recording financial assets and financial liabilities. Other than total debt and liability-classified stock options, we do not have any assets or liabilities which we measure at fair value on a recurring basis.

Assets and Liabilities with Nonrecurring Fair Value Measurements - Certain assets and liabilities are not measured at fair value on an ongoing basis. These assets and liabilities, which include long-lived assets, goodwill, and intangible assets, are subject to fair value adjustments as part of the related impairment tests. Assumptions used to measure these fair value adjustments are classified as Level 3 inputs. Other than impairment accounting adjustments, no adjustments to fair value or fair value measurements were required for non-financial assets and liabilities for all periods presented. See Note 4 - Asset Impairments, for additional information.

7. Income Taxes

The Company recorded an income tax provision of $4.0 million and $3.1 million during the thirteen weeks ended August 2, 2025 and August 3, 2024, respectively. The Company recorded an income tax provision of $9.0 million and $9.3 million during the twenty-six weeks ended August 2, 2025 and August 3, 2024, respectively.

The effective tax rates were 27.7% and 27.3% for the thirteen weeks ended August 2, 2025 and August 3, 2024, respectively, and 28.8% and 27.2% for the twenty-six weeks ended August 2, 2025 and August 3, 2024, respectively.

The effective tax rates for the thirteen and twenty-six weeks ended August 2, 2025 differ from the federal statutory rate of 21% primarily due to the impact of state and local income taxes and executive compensation limitations. The effective tax rates for the thirteen and twenty-six weeks ended August 3, 2024 differ from the federal statutory rate of 21% primarily due to the impact of state and executive compensation limitations.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted in the U.S. The OBBBA includes significant tax provisions, such as accelerated cost recovery of qualified property and the immediate expensing of U.S.-based research and development costs. The OBBBA has multiple effective dates, with most business provisions effective in tax years beginning after either December 31, 2024 or December 31, 2025. The estimated impact of these immaterial changes have been recognized during the current period ended August 2, 2025.

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8. Shareholders’ Equity

Common Stock Issuance

On June 12, 2024, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies, William Blair & Company, L.L.C., and TD Securities (USA) LLC (collectively, the “Underwriters”), as well as TowerBrook Capital Partners, LP (“TowerBrook”), an affiliate and the Company’s largest stockholder (the “Selling Stockholder”). Pursuant to the Underwriting Agreement, (i) the Company offered, issued, and sold 1,000,000 shares of its common stock and, (ii) the Selling Stockholder offered and sold 1,300,000 shares of the Company’s common stock, which included 300,000 shares sold as a result of the Underwriters’ full exercise of their option to purchase additional shares (collectively, the “Equity Offering”). The shares were offered at an offering price of $31.00 per share, less underwriting discounts and commissions. The Equity Offering was completed on June 14, 2024.

The gross proceeds to the Company from the issuance of the Company’s 1,000,000 shares amounted to $31.0 million and the Company did not receive any proceeds from the shares sold by the Selling Stockholder. After deducting underwriting discounts and commissions of approximately $1.5 million, the net proceeds to the Company from the Equity Offering were $29.5 million. The issuance of the 1,000,000 new shares sold by the Company increased the total number of outstanding shares and are reflected in the stockholders’ equity section of the Company’s condensed consolidated balance sheet as of August 3, 2024. In connection with the Equity Offering, the Company incurred $0.9 million of third-party expenses. The net proceeds, after deducting both underwriting discounts and commissions and third-party expenses have been recorded in Additional paid-in capital and are detailed in the condensed consolidated statements of shareholders’ equity for the thirteen and twenty-six weeks ended August 3, 2024.

The Company utilized the net proceeds from its sale of shares in the Equity Offering for repayment of its debt and general corporate purposes.

Share Repurchase Program

On December 6, 2024, the Board of Directors (the “Board”) approved a share repurchase program (the “Share Repurchase Program”), under which the Company is authorized to repurchase up to $25.0 million of the Company’s common stock for two years following the authorization date. Under the Share Repurchase Program, shares of the Company’s common stock may be purchased from time to time through open market or private transactions, block trades, or such other manner as the Company may determine, in accordance with applicable insider trading and other securities laws and regulations under the Exchange Act and share repurchase parameters determined by the Board.

During the thirteen and twenty-six weeks ended August 2, 2025, the Company repurchased 68,440 and 255,240 shares of its common stock for an aggregate purchase price of $1.0 million and $4.5 million, respectively. As of August 2, 2025, the Company had $20.0 million of availability remaining under its stock repurchase authorization. The purchase price of these share repurchases, and the related fees, have been classified as Treasury stock in the condensed consolidated balance sheets as of August 2, 2025.

The timing and the number of shares repurchased are subject to the discretion of the Company and may be affected by market conditions and other factors. The Share Repurchase Program does not obligate the Company to acquire any particular amount of common stock and may be modified, suspended or terminated at any time.

Dividends

During the thirteen weeks ended August 2, 2025, the Board declared a quarterly cash dividend payment of $0.08 per share of common stock (the “Dividend”). The Dividend was payable on July 9, 2025 to stockholders of record of issued and outstanding shares of the Company’s common stock as of June 25, 2025. During the thirteen and twenty-six weeks ended August 2, 2025, the Company paid $1.2 million and $2.4 million, respectively, in dividends. While dividends are generally recorded as a reduction to Retained earnings, since the Company has an accumulated deficit, dividends are recorded as a reduction to Additional paid-in capital in the condensed consolidated balance sheets.

The Company intends to pay cash dividends quarterly in the future, subject to market conditions and at the discretion of the Board. Our ability to pay dividends in the future is based on a number of factors, such as earnings levels, capital requirements, restrictions imposed by applicable law, our overall financial condition, restrictions in our debt agreements and the ability of our operating subsidiaries to pay dividends to us as a holding company.

Subsequent Events

On August 27, 2025, the Board declared a quarterly cash dividend of $0.08 per share, payable on October 1, 2025 to stockholders of record of issued and outstanding shares of the Company’s common stock as of September 17, 2025.

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9. Net Income Per Share

The following table summarizes the computation of basic and diluted net income per common share (“EPS”) (in thousands, except share and per share data):

		For the Thirteen Weeks Ended								For the Twenty-Six Weeks Ended
		August 2, 2025				August 3, 2024				August 2, 2025				August 3, 2024
Numerator
Net income		$	10,515			$	8,191			$	22,207			$	24,887
Denominator
Weighted average number of common shares outstanding			15,254,411				11,336,014				15,284,442				11,014,128
Assumed exercise of warrants			—				3,570,648				—				3,567,668
Weighted average common shares, basic			15,254,411				14,906,662				15,284,442				14,581,796
Dilutive effect of share-based awards			42,672				191,639				59,577				164,953
Weighted average common shares, diluted			15,297,083				15,098,301				15,344,019				14,746,749
Net income per common share, basic		$	0.69			$	0.55			$	1.45			$	1.71
Net income per common share, diluted		$	0.69			$	0.54			$	1.45			$	1.69

Share-based awards are excluded from the diluted earnings per share calculation when their inclusion would have an antidilutive effect such as when the Company has a net loss for the reporting period, or if the assumed proceeds per share of the award is in excess of the related fiscal period’s average price of the Company’s common stock. Accordingly, 279,851 and 278,166 shares for the thirteen and twenty-six weeks ended August 2, 2025, respectively, and 62,288 and 171,037 shares for the thirteen and twenty-six weeks ended August 3, 2024, respectively, were excluded from the diluted earnings per share calculation because their inclusion would be antidilutive.

For the thirteen weeks ended August 3, 2024, warrants issued to the Subordinated Facility holders have been included in the denominator for basic and diluted EPS calculations as the exercise of the warrants is near certain because the exercise price is non-substantive in relation to the fair value of the common shares to be issued upon exercise. During the thirteen weeks ended November 2, 2024, all warrants were exercised. In accordance with the terms of the warrant agreement, dated as of October 2, 2020, as amended on December 4, 2020, in the event of a dividend payment on the shares of common stock, the exercise ratio in effect immediately following the record date of such dividend distribution date shall be proportionately adjusted to give effect to the total number of shares of common stock constituting such dividend.

10. Share-Based Payment

On April 11, 2025, the Board approved and authorized an amendment and restatement (the “Amendment”) to the Company’s Amended and Restated 2027 Omnibus Incentive Plan (the “A&R Plan”). The A&R Plan is administered by the Compensation Committee of the Board of Directors (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 August 2, 2025, 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 1,187,158 shares remaining for future issuance.

During the twenty-six weeks ended August 2, 2025 and August 3, 2024, 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 twenty-six weeks ended August 2, 2025 and August 3, 2024, 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 twenty-six weeks ended August 2, 2025 and August 3, 2024, the fair market value of RSUs was determined based on the market price of the Company’s shares on the date of the grant.

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The following table summarizes the RSU awards activity for the twenty-six weeks ended August 2, 2025:

	Number of RSUs			Weighted Average Grant Date Fair Value
Unvested units outstanding at February 1, 2025		479,888		$	23.66
Granted		427,832		$	15.84
Vested		(259,588	)	$	18.80
Forfeited		(60,590	)	$	26.46
Unvested units outstanding at August 2, 2025		587,542		$	19.89

As of August 2, 2025, there was $9.6 million of total unrecognized compensation expense related to unvested RSUs, which is expected to be recognized over a weighted-average service period of 1.9 years. The total fair value of RSUs vested during the twenty-six weeks ended August 2, 2025 and August 3, 2024 was $4.9 million and $3.2 million, respectively.

Performance Stock Units

For the twenty-six weeks ended August 2, 2025 and August 3, 2024, 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 twenty-six weeks ended August 2, 2025 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	3.66%-3.68%
Expected Dividend Yield		—
Expected Volatility	45.85%-46.39%
Expected Term	2.75-2.81

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 twenty-six weeks ended August 2, 2025:

	Number of PSUs			Weighted Average Grant Date Fair Value
Unvested units outstanding at February 1, 2025		167,743		$	36.56
Granted		104,786		$	12.02
Forfeited		(69,564	)	$	33.59
Unvested units outstanding at August 2, 2025		202,965		$	23.05

As of August 2, 2025, there was $1.6 million of total unrecognized compensation expense related to unvested PSUs, which is expected to be recognized over a weighted-average service period of 1.8 years.

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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 $1.4 million and $2.4 million for the thirteen and twenty-six weeks ended August 2, 2025, respectively, and $1.7 million and $3.0 million for the thirteen and twenty-six weeks ended August 3, 2024, respectively. 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 not 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 option initially awarded under the Consulting Agreement, and accordingly, $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 twenty-six weeks ended August 2, 2025. The stock options expire three years from the December 9, 2024 grant date. As of August 2, 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	February 7, 2025
Risk Free Interest Rate		4.27	%
Expected Dividend Yield		1.0	%
Expected Volatility		45.90	%
Expected Term		1.59

During the thirteen weeks ended August 2, 2025, 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 1.7 years.

11. Related Party Transactions

On June 14, 2024, the Company, and TowerBrook, as the Selling Stockholder, completed the Equity Offering, which resulted in the dilution of TowerBrook’s ownership and voting power in the Company. As a result, TowerBrook no longer controls a majority of the voting power of the Company’s outstanding voting stock and, therefore, the Company no longer qualifies as a “controlled company” within the meaning of the New York Stock Exchange corporate governance standards. Despite this change, TowerBrook remains an affiliated entity of the Company.

For the thirteen and twenty-six weeks ended August 2, 2025 and August 3, 2024, the Company incurred an immaterial amount of other expenses in connection with related party transactions. As of August 2, 2025 and February 1, 2025, the Company owed its other related parties immaterial amounts.

As discussed in Note 10 - Share-Based Payment, the Company and Elm Street entered into the Consulting Agreement to assist the Company in developing enhanced operational strategies with a focus on growth opportunities. Elm Street is owned by Jim Scully, who served as a director on the Company’s Board until June 2024. During the twenty-six weeks ended August 2, 2025 the Company incurred costs of $0.4 million under the Consulting Agreement. As of August 2, 2025 and February 1, 2025, the Company owed an immaterial amount and $0.7 million, respectively. Effective May 20, 2025, the Company and Elm Street agreed to end the engagement.

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12. Commitments and Contingencies

Legal Proceedings

The Company is subject to various legal proceedings that arise in the ordinary course of business. Although the outcome of such proceedings cannot be predicted with certainty, management does not believe that the Company is presently party to any legal proceedings the resolution of which management believes would have a material adverse effect on the Company’s financial statements. The Company establishes reserves for specific legal matters, including legal costs, when the Company determines that the likelihood of an unfavorable outcome is probable, and the loss is reasonably estimable.

13. Segment Reporting

The Company operates through two operating segments, Retail and Direct, based on the criteria used by the CODM to monitor performance and allocate resources. For reporting purposes, these operating segments have been aggregated into a single reportable segment due to their similar economic characteristics and shared resources. The segment derives its revenues from the sale of apparel and accessory merchandise through the retail stores and website and catalog orders.

Performance Assessment and Resource Allocation

The Company’s CODM is the Chief Executive Officer. To assess the performance of the Company, the CODM primarily uses net income to analyze shopping behaviors and allocate resources effectively to enhance sales and margins. Net income is integral to the annual budgeting and forecasting process, with monthly reviews of variances from actuals against plan and forecast when making decisions on marketing spend, capital investments, and personnel. The accounting policies of the segment are the same as those described in the summary of significant accounting policies.

An extract of the financial information that is regularly provided to the CODM for the Company’s single reportable segment is listed below:

	For the Thirteen Weeks Ended							For the Twenty-Six Weeks Ended
	August 2, 2025				August 3, 2024			August 2, 2025				August 3, 2024
Net sales	$	153,987			$	155,242		$	307,611			$	316,755
Costs of goods sold (exclusive of depreciation and amortization)		48,630			$	45,848			91,897			$	89,624
Selling expenses		48,794				46,694			96,568				91,804
Marketing expenses		12,097				11,794			26,336				26,141
General and administrative expenses		18,877				20,719			39,886				41,836
Other segment items (a)		15,074				21,996			30,717				42,463
Net income and total comprehensive income	$	10,515			$	8,191		$	22,207			$	24,887

(a)Other segment items represent the Company's OMS upgrade, management incentives, impairments of long-lived assets, loss on debt refinancing, interest expense, interest income, income taxes, and depreciation and amortization.

Geographic Information

All of the Company’s identifiable assets are located in the United States, which is where the Company is domiciled. The Company has immaterial sales outside the United States. No customer represents more than 10% of total revenues for any period presented.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and related notes thereto included elsewhere in this quarterly report on Form 10-Q (the “Quarterly Report”). The following discussion contains forward-looking statements that reflect our plans, estimates and assumptions. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause such differences are discussed in the sections of this Quarterly Report titled “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”

We operate on a 52- or 53-week fiscal year that ends on the Saturday that is closest to January 31. Each fiscal year generally is comprised of four 13-week fiscal quarters, although in the years with 53 weeks, the fourth quarter represents a 14-week period. The fiscal year ending January 31, 2026 (“Fiscal Year 2025”) and fiscal year ended February 1, 2025 (“Fiscal Year 2024”) are both comprised of 52 weeks.

All references in this Quarterly Report to “J.Jill,” “we,” “our,” “us,” “the Company” or similar terms are to J.Jill, Inc. and its subsidiaries.

Overview

J.Jill is a national lifestyle brand that provides apparel, footwear and accessories designed to help its customers move through a full life with ease. The brand represents an easy, thoughtful and inspired style that celebrates the totality of all women and designs its products with its core brand ethos in mind: keep it simple and make it matter. J.Jill offers a high touch customer experience through 247 stores nationwide and a robust ecommerce platform. J.Jill is headquartered outside Boston.

Factors Affecting Our Operating Results

Various factors are expected to continue to affect our results of operations going forward, including the following:

Overall Economic Trends. Consumer purchases of clothing and other merchandise generally decline during recessionary periods and other periods when disposable income is adversely affected, and consequently our results of operations may be affected by general economic conditions. For example, reduced consumer confidence, lower availability, inflationary pressures and higher cost of consumer credit may reduce demand for our merchandise and may limit our ability to increase or sustain prices. The growth rate of the market could be affected by macroeconomic conditions in the United States and abroad. Additionally, the occurrence or reoccurrence of any significant pandemic, regional conflicts, or other geopolitical disruptions could impact our sales and business operations.

Consumer Preferences and Fashion Trends. Our ability to maintain our appeal to existing customers and attract new customers depends on our ability to anticipate fashion trends. During periods in which we have successfully anticipated fashion trends, we have generally had more favorable results.

Competition. The retail industry is highly competitive and retailers compete based on a variety of factors, including design, quality, price and customer service. Levels of competition and the ability of our competitors to more accurately predict fashion trends and otherwise attract customers through competitive pricing or other factors may impact our results of operations.

Our Strategic Initiatives. The ongoing implementation of strategic initiatives will continue to have an impact on our results of operations. These initiatives include our ecommerce platform and our initiative to upgrade and enhance our information systems, including the upgrade of our order management system. Although initiatives of this nature are designed to create growth in our business and continue improvement in our operating results, the timing of expenditures related to these initiatives, as well as the achievement of returns on our investments, may affect our results of operations in future periods.

Pricing and Changes in Our Merchandise Mix or Supply Chain Issues. Our product offering changes from period to period, as do the prices at which goods are sold and the margins we are able to earn from the sales of those goods. The levels at which we are able to price our merchandise are influenced by a variety of factors, including the quality of our products, cost of production, prices at which our competitors are selling similar products, sourcing and/or distributing product, and the willingness of our customers to pay for products.

Potential Changes in Tax Laws and/or Regulations. Changes in tax laws in any of the multiple jurisdictions in which we operate, or adverse outcomes from tax audits that we may be subject to in any of the jurisdictions in which we operate, could adversely affect our business, financial condition and operating results. Additionally, any potential changes with respect to tax and trade policies, tariffs and government regulations affecting trade between the U.S. and other countries could adversely affect our business, as we source the majority of our merchandise from manufacturers located outside of the U.S.

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Tariffs. The United States has recently enacted significant changes to its trade policy and imposed substantial tariffs on imported goods from a number of countries. Changes in U.S. trade policy and uncertainty surrounding tariff rates have contributed to overall macroeconomic volatility, and the eventual outcome of the trade policy may increase the cost of our merchandise and therefore negatively impact our gross margins in future quarters. If elevated tariff levels persist, we may see pressure on our level of profitability.

How We Assess the Performance of Our Business

In assessing the performance of our business, we consider a variety of financial and operating metrics, including financial measures calculated in accordance with U.S. generally accepted accounting principles (“GAAP”) and non-GAAP measures, such as:

Net sales consist primarily of revenues, net of merchandise returns and discounts, generated from the sale of apparel and accessory merchandise through our retail stores (“Retail”) and through our website and catalog orders (“Direct”). Net sales also include shipping and handling fees collected from customers, royalty revenues and marketing reimbursements related to our private label credit card agreement. Retail revenue is recognized at the time of sale or upon shipment if the sale is not immediately fulfilled, and Direct revenue is recognized upon shipment of merchandise to the customer.

Net sales are impacted by the size of our active customer base, product assortment and availability, marketing and promotional activities and the spending habits of our customers. Net sales are also impacted by the migration of single-channel customers to omnichannel customers who, on average, spend three times more than single-channel customers.

Total company comparable sales include sales net of returns from our retail stores that have been open for more than 52 weeks and from our Direct channel. This measure highlights the performance of existing stores open during the period, while excluding the impact of new store openings and closures. When a store in the total company comparable store base is temporarily closed for four or more days within a fiscal week, the store is excluded from the comparable store base; if it is temporarily closed for three or fewer days within a fiscal week, the store is included within the comparable store base. Certain of our competitors and other retailers may calculate total company comparable sales differently than we do. Our comparable sales are based on a 52-week period. The total company comparable sales calculation shifts the weeks in the fiscal year containing the fifty-third week to align like-for-like. As a result, the reporting of our total company comparable sales may not be comparable to sales data made available by other companies.

Number of stores reflects all stores open at the end of a reporting period. In connection with opening new stores, we incur pre-opening costs. Pre-opening costs include expenses incurred prior to opening a new store and primarily consist of payroll, travel, training, marketing, initial opening supplies and costs of transporting initial inventory and fixtures to retail stores, as well as occupancy costs incurred from the time of possession of a store site to the opening of that store. In connection with closing stores, we incur store-closing costs. Store-closing costs primarily consist of lease termination penalties and costs of transporting inventory and fixtures to other store locations. These pre-opening and store-closing costs are included in selling, general and administrative expenses and are generally incurred and expensed within 30 days of opening a new store or closing a store.

Gross profit is equal to our net sales less costs of goods sold. Gross profit as a percentage of our net sales is referred to as gross margin.

Costs of goods sold (“COGS”) consists of the direct costs of sold merchandise, which include customs, taxes, tariffs, duties, commissions and inbound shipping costs, inventory shrinkage, and adjustments and reserves for excess, aged and obsolete inventory. COGS does not include distribution center costs and allocations of indirect costs, such as occupancy, depreciation, amortization, or labor and benefits. We review our inventory levels on an ongoing basis to identify slow-moving merchandise and use markdowns to liquidate these products. Changes in the assortment of our products may also impact our gross profit. The timing and level of markdowns are driven by customer acceptance of our merchandise. The Company’s COGS, and consequently gross profit, may not be comparable to those of other retailers, as inclusion of certain costs vary across the industry.

The variability in COGS is due to raw materials, transportation and freight costs. These costs fluctuate based on certain factors beyond our control, including labor conditions, inbound transportation or freight costs, energy prices, currency fluctuations and commodity prices. We place orders with merchandise suppliers in U.S. dollars and, as a result, are not exposed to significant foreign currency exchange risk.

Selling, general and administrative (“SG&A”) expenses include all operating costs not included in COGS. These expenses consist primarily of all payroll and related expenses, occupancy costs, information systems costs and other operating expenses related to our stores and operations at our headquarters, including utilities, depreciation and amortization. These expenses also consist of marketing expense, including catalog production and mailing costs, warehousing, distribution and outbound shipping costs, customer service operations, consulting and software services, natural disasters, professional services and other administrative costs. Additionally, our outbound shipping costs may fluctuate due to surcharges from shipping vendors based on demand for shipping services.

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With the exception of store selling expenses, certain marketing expenses and incentive compensation, SG&A expenses generally do not vary proportionately with net sales. As a result, SG&A expenses as a percentage of net sales are usually higher in lower-volume periods and lower in higher-volume periods.

Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) and Adjusted EBITDA Margin. Adjusted EBITDA represents net income plus (less) depreciation and amortization, income tax provision, interest expense, interest income, equity-based compensation expense, write-off of property and equipment, amortization of cloud-based software implementation costs, adjustment for exited retail stores, impairment of long-lived assets, loss on extinguishment of debt, and other non-recurring items, primarily consisting of non-ordinary course professional fees, non-employee share-based payments, CEO transition costs, and legal settlements and fees associated with certain non-recurring transactions and events. We present Adjusted EBITDA on a consolidated basis because management uses it as a supplemental measure in assessing our operating performance, and we believe that it is helpful to investors, securities analysts and other interested parties as a measure of our comparative operating performance from period to period. We also use Adjusted EBITDA as one of the primary methods for planning and forecasting overall expected performance of our business and for evaluating on a quarterly and annual basis actual results against such expectations. Further, we recognize Adjusted EBITDA as a commonly used measure in determining business value and as such, use it internally to report results. Adjusted EBITDA margin represents, for any period, Adjusted EBITDA as a percentage of net sales.

While we believe that Adjusted EBITDA is useful in evaluating our business, Adjusted EBITDA is a non-GAAP financial measure that has limitations as an analytical tool. Adjusted EBITDA should not be considered an alternative to, or substitute for, net income, which is calculated in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate Adjusted EBITDA differently or not at all, which reduces the usefulness of Adjusted EBITDA as a tool for comparison. We recommend that you review the reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP financial measure, and the calculation of the resultant Adjusted EBITDA margin below and not rely solely on Adjusted EBITDA or any single financial measure to evaluate our business.

Reconciliation of Net Income to Adjusted EBITDA and Calculation of Adjusted EBITDA Margin

The following table provides a reconciliation of net income to Adjusted EBITDA and the calculation of Adjusted EBITDA margin for the periods presented.

		For the Thirteen Weeks Ended								For the Twenty-Six Weeks Ended
(in thousands)		August 2, 2025				August 3, 2024				August 2, 2025				August 3, 2024
Statements of Operations Data:
Net income		$	10,515			$	8,191			$	22,207			$	24,887
Add (Less):
Depreciation and amortization			5,305				5,007				10,654				10,834
Income tax provision			4,033				3,075				9,002				9,303
Interest expense			2,733				3,724				5,522				10,160
Interest income			(498	)			(538	)			(886	)			(1,526	)
Adjustments:
Equity-based compensation expense (a)			1,506				1,696				2,472				2,950
Write-off of property and equipment (b)			44				51				195				57
Amortization of cloud-based software implementation costs (c)			661				244				1,118				465
Loss on extinguishment of debt (d)			—				8,570				—				8,570
Adjustment for exited retail stores (e)			—				(106	)			(232	)			(615	)
Impairment of long-lived assets (f)			5				58				212				311
Other non-recurring items (g)			1,285				215				2,660				438
Adjusted EBITDA		$	25,589			$	30,187			$	52,924			$	65,834
Net sales		$	153,987			$	155,242			$	307,611			$	316,755
Adjusted EBITDA margin			16.6	%			19.4	%			17.2	%			20.8	%

(a)Represents expenses associated with equity incentive instruments granted to our management and Board of Directors (the “Board”). Incentive instruments are accounted for as equity-classified awards with the related compensation expense recognized based on fair value at the date of the grant.

(b)Represents net gain or loss on the disposal of fixed assets.

(c)Represents amortization of capitalized implementation costs related to cloud-based software arrangements that are included within Selling, general and administrative expenses.

(d)Represents loss on the prepayment of a portion of the term loan (the “Term Loan Credit Agreement” and, such facility, the “Term Loan Facility”).

(e)Represents noncash gains associated with exiting store leases earlier than anticipated.

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(f)Represents impairment of long-lived assets related to right of use assets and leasehold improvements.

(g)Represents items management believes are not indicative of ongoing operating performance, including CEO transition costs, non-ordinary course legal and professional fees, non-employee share-based payments, and legal settlements and fees.

Results of Operations

Thirteen weeks ended August 2, 2025 Compared to Thirteen weeks ended August 3, 2024

The following table summarizes our condensed consolidated results of operations for the periods indicated:

		For the Thirteen Weeks Ended																Change from the Thirteen Weeks Ended August 3, 2024 to the Thirteen Weeks
		August 2, 2025								August 3, 2024								Ended August 2, 2025
(in thousands)		Dollars				% of Net Sales				Dollars				% of Net Sales				$ Change				% Change
Net sales		$	153,987				100.0	%		$	155,242				100.0	%		$	(1,255	)			(0.8	)%
Costs of goods sold			48,630				31.6	%			45,848				29.5	%			2,782				6.1	%
Gross profit			105,357				68.4	%			109,394				70.5	%			(4,037	)			(3.7	)%
Selling, general and administrative expenses			88,569				57.5	%			86,314				55.6	%			2,255				2.6	%
Impairment of long-lived assets			5				0.0	%			58				0.0	%			(53	)			(91.4	)%
Operating income			16,783				10.9	%			23,022				14.8	%			(6,239	)			(27.1	)%
Loss on extinguishment of debt			—				0.0	%			8,570				5.5	%			(8,570	)			100.0	%
Interest expense			2,733				1.8	%			3,724				2.4	%			(991	)			(26.6	)%
Interest income			(498	)			(0.3	)%			(538	)			(0.3	)%			40				7.4	%
Income before provision for income taxes			14,548				9.4	%			11,266				7.3	%			3,282				29.1	%
Income tax provision			4,033				2.6	%			3,075				2.0	%			958				31.2	%
Net income		$	10,515				6.8	%		$	8,191				5.3	%		$	2,324				28.4	%

Net Sales

Net sales for the thirteen weeks ended August 2, 2025 decreased $1.3 million, or 0.8%, to $154.0 million from $155.2 million for the thirteen weeks ended August 3, 2024. At the end of those same periods, we operated 247 and 244 retail stores, respectively. The decrease in net sales was primarily due to a decrease in total company comparable sales of 1.0% compared to the thirteen weeks ended August 3, 2024. The decrease was primarily driven by a decline in full price mix and an increase in promotional activities compared to the thirteen weeks ended August 3, 2024.

Retail contributed 53.6% of our net sales in the thirteen weeks ended August 2, 2025 and 52.9% in the thirteen weeks ended August 3, 2024. Our Direct channel contributed 46.4% of our net sales in the thirteen weeks ended August 2, 2025 and 47.1% in the thirteen weeks ended August 3, 2024.

Gross Profit and Costs of Goods Sold

Gross profit for the thirteen weeks ended August 2, 2025 decreased $4.0 million, or 3.7%, to $105.4 million from $109.4 million for the thirteen weeks ended August 3, 2024. The gross margin for the thirteen weeks ended August 2, 2025 was 68.4% compared to 70.5% for the thirteen weeks ended August 3, 2024. The decrease in gross profit and gross margin for the thirteen weeks ended August 2, 2025 was primarily driven by a higher mix of markdown sales, higher full-price promotional rates, and increased tariffs compared to the thirteen weeks ended August 3, 2024.

Selling, General and Administrative Expenses

SG&A expenses for the thirteen weeks ended August 2, 2025 increased $2.3 million, or 2.6%, to $88.6 million from $86.3 million for the thirteen weeks ended August 3, 2024. The increase was primarily driven by a $1.1 million increase in outbound shipping costs, $1.0 million related to the CEO transition, $0.9 million in increased occupancy costs, $0.5 million increase in information systems costs, primarily related to amortization of cloud-based software implementation costs, $0.4 million increase in marketing expense, and an increase of $0.3 million in depreciation and amortization expense, partially offset by a decrease of $1.9 million in compensation, benefits and management incentive expense.

As a percentage of net sales, SG&A expenses were 57.5% for the thirteen weeks ended August 2, 2025 and 55.6% for the thirteen weeks ended August 3, 2024.

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Impairment of long-lived assets

For the thirteen weeks ended August 2, 2025 and August 3, 2025 the Company recorded an immaterial amount of impairment charges.

Loss on Extinguishment of Debt

For the thirteen weeks ended August 3, 2024, the Company recognized a loss on debt extinguishment of $8.6 million related to the voluntary prepayment of a portion of the Term Loan Credit Agreement. No such loss was incurred by the Company during the thirteen weeks ended August 2, 2025.

Interest Expense

Interest expense was $2.7 million and $3.7 million for the thirteen weeks ended August 2, 2025 and August 3, 2024, respectively. The decrease was due to a lower debt balance for the thirteen weeks ended August 2, 2025.

Interest Income

For the thirteen weeks ended August 2, 2025 and August 3, 2024, the Company earned interest on cash of $0.5 million.

Income Tax Provision

The Company’s income tax provision was $4.0 million for the thirteen weeks ended August 2, 2025 compared to $3.1 million for the thirteen weeks ended August 3, 2024, while our effective tax rates for the same periods were 27.7% and 27.3%, respectively. The effective tax rate during the thirteen weeks ended August 2, 2025 is higher primarily due to the impact of state and local income taxes and executive compensation limitations.

Twenty-Six weeks ended August 2, 2025 Compared to Twenty-Six weeks ended August 3, 2024

The following table summarizes our condensed consolidated results of operations for the periods indicated:

		For the Twenty-Six Weeks Ended																Change from the Twenty-Six Weeks Ended August 3, 2024 to the Twenty-Six Weeks Ended August 2, 2025
(in thousands)		August 2, 2025								August 3, 2024
		Dollars				% of Net Sales				Dollars				% of Net Sales				$ Change				% Change
Net sales		$	307,611				100.0	%		$	316,755				100.0	%		$	(9,144	)			(2.9	)%
Costs of goods sold			91,897				29.9	%			89,624				28.3	%			2,273				2.5	%
Gross profit			215,714				70.1	%			227,131				71.7	%			(11,417	)			(5.0	)%
Selling, general and administrative expenses			179,657				58.4	%			175,426				55.4	%			4,231				2.4	%
Impairment of long-lived assets			212				0.1	%			311				0.1	%			(99	)			(31.8	)%
Operating income			35,845				11.7	%			51,394				16.2	%			(15,549	)			(30.3	)%
Loss on extinguishment of debt			—				0.0	%			8,570				2.7	%			(8,570	)			(100.0	)%
Interest expense			5,522				1.8	%			10,160				3.2	%			(4,638	)			(45.6	)%
Interest income			(886	)			(0.3	)%			(1,526	)			(0.5	)%			640				41.9	%
Income before provision for income taxes			31,209				10.1	%			34,190				10.8	%			(2,981	)			(8.7	)%
Income tax provision			9,002				2.9	%			9,303				2.9	%			(301	)			(3.2	)%
Net income		$	22,207				7.2	%		$	24,887				7.9	%		$	(2,680	)			(10.8	)%

Net Sales

Net sales for the twenty-six weeks ended August 2, 2025 decreased $9.1 million, or 2.9%, to $307.6 million from $316.8 million for the twenty-six weeks ended August 3, 2024. At the end of those same periods, we operated 247 and 244 retail stores, respectively. The decrease in net sales was primarily due to total company comparable sales decrease of 3.5%. The decrease was primarily driven by a decline in full price mix and an increase in promotional activities compared to the thirteen weeks ended August 3, 2024.

Retail contributed 53.4% of our net sales in the twenty-six weeks ended August 2, 2025 and 53.0% in the twenty-six weeks ended August 3, 2024. Our Direct channel contributed 46.6% of our net sales in the twenty-six weeks ended August 2, 2025 and 47.0% in the twenty-six weeks ended August 3, 2024.

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Gross Profit and Costs of Goods Sold

Gross profit for the twenty-six weeks ended August 2, 2025 decreased $11.4 million, or 5.0%, to $215.7 million from $227.1 million for the twenty-six weeks ended August 3, 2024. The gross margin for the twenty-six weeks ended August 2, 2025 was 70.1% compared to 71.7% for the twenty-six weeks ended August 3, 2024. The decrease in gross profit and gross margin for the twenty-six weeks ended August 2, 2025 was primarily driven by a higher mix of markdown sales, higher full-price promotional rates, and increased tariffs compared to the twenty-six weeks ended August 3, 2024.

Selling, General and Administrative Expenses

SG&A expenses for the twenty-six weeks ended August 2, 2025 increased $4.2 million, or 2.4%, to $179.7 million from $175.4 million for the twenty-six weeks ended August 3, 2024. The increase was primarily driven by a $3.3 million increase in consulting and CEO transition costs, $1.8 million increase in occupancy costs, $1.6 million increase in information systems costs, primarily related to amortization of cloud-based software implementation costs, $0.7 million increase in outbound shipping costs, and $0.3 million increase in marketing expense, partially offset by $3.5 million decrease in compensation, benefits and management incentive expense, compared to the twenty-six weeks ended August 3, 2024.

As a percentage of net sales, SG&A expenses were 58.4% for the twenty-six weeks ended August 2, 2025 compared to 55.4% for the twenty-six weeks ended August 3, 2024.

Impairment of long-lived assets

For the twenty-six weeks ended August 2, 2025 and August 3, 2024, the Company recorded noncash impairment charges of $0.2 million and 0.3 million primarily related to leasehold improvements at certain store locations.

Loss on Extinguishment of Debt

For the twenty-six weeks ended August 3, 2024, the Company recognized a loss on extinguishment of debt of $8.6 million related to the voluntary prepayment of a portion of the Term Loan Credit Agreement. No such loss was incurred by the Company during the twenty-six weeks ended August 2, 2025.

Interest Expense

Interest expense was $5.5 million and $10.2 million for the twenty-six weeks ended August 2, 2025 and August 3, 2024, respectively. The decrease was primarily due to a lower debt balance for the twenty-six weeks ended August 2, 2025.

Interest Income

For the twenty-six weeks ended August 2, 2025, the Company earned interest on cash of $0.9 million, compared to $1.5 million for the twenty-six weeks ended August 3, 2024. The decrease in earned interest is primarily due to lower cash balances and a change in interest rates in the comparable period.

Income Tax Provision

The Company’s income tax provision was $9.0 million for the twenty-six weeks ended August 2, 2025 compared to $9.3 million for the twenty-six weeks ended August 3, 2024, while our effective tax rates for the same periods were 28.8% and 27.2%, respectively. The effective tax rate during the twenty-six weeks ended August 2, 2025 is higher primarily due to the impact of state and local income taxes and executive compensation limitations.

Liquidity and Capital Resources

General

Our primary sources of liquidity and capital resources are cash and cash equivalents generated from operating activities and availability under our ABL Facility, so long as certain conditions related to the maturity of the Term Loan Credit Agreement are met. As of August 2, 2025, we had $45.5 million in cash and $35.7 million of total availability under our ABL Facility. In addition, through our shelf registration statement on file with the SEC or through private transactions, and depending on conditions prevailing in the public and private capital markets, we may from time to time issue equity securities in one or more series in one or more offerings.

On December 6, 2024, the Board approved a share repurchase program (the “Share Repurchase Program”), under which the Company is authorized to repurchase up to $25.0 million of the Company’s common stock for two years following the authorization date. Under the Share Repurchase Program, shares of the Company’s common stock may be purchased from time to time through open market or private transactions, block trades, or such other manner as the Company may determine, in accordance with applicable insider trading and other securities laws and regulations under the Exchange Act. The timing and the number of shares repurchased are subject to the discretion of the Company and may be affected by market conditions and other factors. The Share Repurchase Program does not obligate the Company to acquire any particular amount of common stock and may be modified, suspended or terminated at any time.

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We believe our cash and cash equivalents balance, along with our future cash flows from operations, capacity for borrowings under the ABL Facility and access to credit and capital markets, provide sufficient liquidity to meet the needs of our business operations, make voluntary prepayments, pay dividends, repurchase shares, and to satisfy our projected cash requirements for the next 12 months and the foreseeable future.

Credit Facilities

The Company is party to a secured $175.0 million Term Loan Credit Agreement, with a maturity date of May 8, 2028.

On May 10, 2024 and June 21, 2024, the Company made voluntary prepayments of $58.2 million and $27.2 million on the Term Loan Credit Agreement, respectively (see Note 8 - Shareholders’ Equity, Common Stock Issuance, for additional information). Together with the required quarterly payments, the Company has repaid $94.2 million in principal under the Term Loan Credit Agreement in Fiscal Year 2024. In connection with the voluntary principal prepayments, the Company paid a $2.6 million premium, amounting to 3% on the aggregate principal amount being prepaid, and $1.6 million towards interest, in accordance with the provisions of the Term Loan Credit Agreement. The Company recognized a loss on extinguishment of debt of approximately $8.6 million, consisting of $6.0 million of accelerated amortization of the discount and fees and $2.6 million of prepayment premium, in its condensed consolidated statements of operations and comprehensive income.

As of August 2, 2025, the remaining Term Loan Facility principal balance was $74.3 million, which is to be repaid upon maturity on May 8, 2028. As a result of the voluntary principal prepayments described above, there will be no quarterly payments required until the remaining balance is paid in full on the maturity date. The remaining unamortized discount and fees of $4.3 million will continue to be amortized over the remaining term through maturity. See Note 5 - Debt to the condensed consolidated financial statements included in this Quarterly Report for additional information.

There were no short-term borrowings outstanding under the Company’s ABL Facility as of August 2, 2025 and February 1, 2025. At August 2, 2025 and February 1, 2025, the Company had outstanding letters of credit in the amount of $4.3 million and had a maximum additional borrowing capacity of $35.7 million.

As of August 2, 2025, the Company is in compliance with all covenants contained in its outstanding debt arrangements.

Cash Flow Analysis

The following table shows our cash flows information for the periods presented:

		For the Twenty-Six Weeks Ended
(in thousands)		August 2, 2025				August 3, 2024
Net cash provided by operating activities		$	24,698			$	37,880
Net cash used in investing activities			(5,476	)			(4,560	)
Net cash used in financing activities			(9,126	)			(67,026	)

Net cash provided by operating activities

Net cash provided by operating activities decreased by $13.2 million during the twenty-six weeks ended August 2, 2025 compared to the twenty-six weeks ended August 3, 2024. The decrease during the twenty-six weeks ended August 2, 2025 was driven by decrease in net income of $2.7 million, adjustments to reconcile net income of $4.9 million and a change in operating assets and liabilities of $5.6 million. The change in operating assets and liabilities was driven primarily by a decrease in accounts payable of $8.1 million, due mainly to merchandise payables, decrease in accrued expenses and other current liabilities of $2.9 million, a decrease in accounts receivable of $1.4 million due to timing of collection of credit card receivables, and a decrease in prepaid expenses and other current assets of $1.0 million. These decreases were partially offset by an increase in inventory of $5.5 million, relating to the purchase of product, timing of payments relating to other noncurrent assets of $1.7 million, and increases in operating leases assets and liabilities of $0.7 million.

Net cash provided by operating activities during the twenty-six weeks ended August 2, 2025 was $24.7 million. Key elements of cash provided by operating activities were (i) net income of $22.2 million, (ii) adjustments to reconcile net income to net cash provided by operating activities of $16.7 million, primarily driven by depreciation and amortization, changes in deferred taxes, and equity-based compensation, and (iii) uses of cash totaling $14.2 million for net operating assets and liabilities.

Net cash provided by operating activities during the twenty-six weeks ended August 3, 2024 was $37.9 million. Key elements of cash provided by operating activities were (i) net income of $24.9 million, (ii) adjustments to reconcile net income to net cash provided by operating activities of $21.7 million, primarily driven by depreciation and amortization, loss on extinguishment of debt, equity-based compensation, and (iii) uses of cash totaling $8.7 million for net operating assets and liabilities.

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Net cash used in investing activities

Net cash used in investing activities during the twenty-six weeks ended August 2, 2025 and August 3, 2024 was $5.5 million and $4.6 million, respectively, representing purchases of property and equipment related investments in stores and software and technology related investments.

Net cash used in financing activities

Net cash used in financing activities was $9.1 million for the twenty-six weeks ended August 2, 2025 compared to $67.0 million for the twenty-six weeks ended August 3, 2024. Net cash used in financing activities for the twenty-six weeks ended August 2, 2025 primarily consisted of share repurchase costs, net of commission and fees, surrender of shares to pay withholding taxes, and quarterly cash dividend paid to shareholders. Net cash used in financing activities for the twenty-six weeks ended August 3, 2024 primarily consisted of voluntary prepayments under the Term Loan Credit Agreement partially offset by the proceeds from the issuance of common stock.

Dividends

During the thirteen weeks ended August 2, 2025, the Board declared a quarterly cash dividend payment of $0.08 per share of common stock (the “Dividend”). The Dividend was payable on July 9, 2025 to stockholders of record of issued and outstanding shares of the Company’s common stock as of June 25, 2025. During the thirteen and twenty-six weeks ended August 2, 2025, the Company paid $1.2 million and $2.4 million, respectively, in dividends. While dividends are generally recorded as a reduction to Retained earnings, since the Company has an accumulated deficit, dividends are recorded as a reduction to Additional paid-in capital on the condensed consolidated balance sheets.

The Company intends to pay cash dividends quarterly in the future, subject to market conditions and at the discretion of the Board. Our ability to pay dividends in the future is based on a number of factors such as earnings levels, capital requirements, restrictions imposed by applicable law, our overall financial condition, restrictions in our debt agreements and the ability of our operating subsidiaries to pay dividends to us as a holding company.

Subsequent to August 2, 2025, on August 27, 2025, the Board declared a quarterly cash dividend of $0.08 per share, payable on October 1, 2025 to stockholders of record of issued and outstanding shares of the Company’s common stock as of September 17, 2025.

Self-Insured Group Health Insurance Reserves

In January 2025, the Company transitioned to a self-insured group health insurance program up to certain stop-loss limits. Such costs are accrued based on known claims and an estimation of incurred but not reported (“IBNR”) claims. IBNR claims are estimated using historical claim information and actuarial estimates.

Contractual Obligations

The Company’s contractual obligations consist primarily of debt obligations, interest payments, operating leases, and purchase orders for merchandise inventory, and cloud computing related agreements. These contractual obligations impact the Company’s short-term and long-term liquidity and capital resource needs.

Contingencies

We are subject to various legal proceedings that arise in the ordinary course of business. Although the outcome of such proceedings cannot be predicted with certainty, management does not believe that we are presently party to any legal proceedings the resolution of which management believes would have a material adverse effect on our business, financial condition, operating results or cash flows. We establish reserves for specific legal matters, including legal costs, when we determine that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable.

Off-Balance Sheet Arrangements

We are not a party to any off-balance sheet arrangements.

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Critical Accounting Policies and Significant Estimates

The most significant accounting estimates involve a high degree of judgment or complexity. Management believes the estimates and judgments most critical to the preparation of our consolidated financial statements and to the understanding of our reported financial results include those made in connection with revenue recognition, including accounting for outstanding gift cards that will ultimately not be redeemed (“gift card breakage”) and estimated merchandise returns; estimating the value of inventory; impairment assessments for goodwill and other indefinite-lived intangible assets, and long-lived assets; estimating of IBNR claims. Management evaluates its policies and assumptions on an ongoing basis.

Effective March 2025, the Company revised its methodology for estimating the direct returns reserve. See Note 2 - Summary of Significant Accounting Policies for additional information.

Our significant accounting policies related to these accounts in the preparation of our condensed consolidated financial statements are described under the heading “Management Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Significant Estimates” in our Annual Report on Form 10-K for the fiscal year ended February 1, 2025 (the “2024 Annual Report”). As of the date of this filing, there were no significant changes to any of the critical accounting policies and estimates previously described in our 2024 Annual Report. See Note 2 - Summary of Significant Accounting Policies to the condensed consolidated financial statements included in this Quarterly Report for additional information regarding changes in our estimates.

Special Note Regarding Forward-Looking Statements

This Quarterly Report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are generally identified by the use of forward-looking terminology, including the terms “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and, in each case, their negative or other various or comparable terminology. All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth are forward-looking statements.

These forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. All written and oral forward-looking statements made in connection with this Quarterly Report that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by the Risk Factors set forth in our 2024 Annual Report and other cautionary statements included therein and herein.

These forward-looking statements reflect our views with respect to future events as of the date of this Quarterly Report and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this Quarterly Report and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this Quarterly Report. We anticipate that subsequent events and developments will cause our views to change. We qualify all of our forward-looking statements by these cautionary statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market Risk

There have been no material changes in our exposure to market risk during the second quarter of Fiscal Year 2025. For a discussion of the Company’s exposure to market risk, refer to Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” contained in the Company’s 2024 Annual Report.

[Subsequent to August 2, 2025, on June 3, 2025, the Board declared a quarterly cash dividend of $0.08 per share, payable on July 9, 2025 to all stockholders of record as of June 25, 2025. The Company intends to pay cash dividends quarterly in the future, subject to market conditions and the discretion and approval by the Board of any such dividends.]

Item 4. Controls and Procedures

The Company’s management, including its Chief Executive Officer and Chief Financial and Operating Officer, have conducted an evaluation of the effectiveness of disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended), as of the end of the period covered by this Quarterly Report. Based on that evaluation, the Chief Executive Officer and Chief Financial and Operating Officer concluded as of August 2, 2025, that the disclosure

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controls and procedures are effective in ensuring that all material information required to be filed in this Quarterly Report has been recorded, processed, summarized and reported when required and the information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial and Operating Officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes to the Company’s internal control over financial reporting that occurred during the second quarter of Fiscal Year 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

For information regarding legal proceedings as of August 2, 2025, refer to Note 12. Commitments and Contingencies to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report.

Item 1A. Risk Factors

Factors that could cause our actual results to differ materially from those in this report are described under the heading “Risk Factors” in our 2024 Annual Report. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. As of the date of this Quarterly Report, there have been no material changes to the risk factors previously disclosed in our 2024 Annual Report. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations and we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the Securities and Exchange Commission.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Share repurchase activity during the thirteen weeks ended August 2, 2025 was as follows:

Period		Total Number of Shares Purchased (a)				Average Price Paid per Share (b)				Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs				Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (b)
May 4, 2025 - May 31, 2025			—			$	—				—			$	20,957,463
June 1, 2025 - July 5, 2025			57,000			$	14.42				57,000			$	20,135,478
July 6, 2025 - August 2, 2025			11,440			$	15.56				11,440			$	19,957,496
			68,440								68,440

(a)On December 6, 2024, the Company’s Board of Directors authorized the repurchase of up to $25.0 million of the Company’s Common Stock. Under the authorization, shares of Common Stock may be purchased from time to time in open market or private transactions, block trades or such other manner as the Company may determine, in accordance with applicable insider trading and other securities laws and regulations of the Exchange Act and share repurchase parameters determined by the Board. The timing and the number of shares repurchased are subject to the discretion of the Company and may be affected by market conditions and other factors. Total number of shares purchased are determined based on the settlement date of such trades. As of August 2, 2025, the Company had $20.0 million of availability remaining under its stock repurchase authorization.

(b)The amounts do not give effect to any fees, commissions or other costs associated with repurchases of shares.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

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Item 5. Other Information

(a) None.

(b) None.

(c) During the quarter ended August 2, 2025, no director or officer adopted or terminated any contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule10b5-1(c) or any “non-Rule 105b-1 trading arrangement” as defined in paragraph (c) of Item 408(a) of Regulation S-K.

Item 6. Exhibits

The exhibits listed on the Exhibit Index are filed or furnished as part of this Quarterly Report.

Exhibit Index

Exhibit Number		Description
3.1		Certificate of Incorporation of J.Jill, Inc. (incorporated by reference from Exhibit 3.1 to the Company’s Form 10-K, filed on April 28, 2017 (File No. 0001-38026))
3.2		Certificate of Amendment to the Certificate of Incorporation of J.Jill, Inc. (incorporated by reference from Exhibit 3.1 to the Company’s Form 8-K, filed on November 9, 2020 (File No. 001-38026)).
3.3		Bylaws of J.Jill, Inc. (incorporated by reference from Exhibit 3.2 to the Company’s 10-K, filed on April 28, 2017 (File No. 001-38026)).
31.1*		Certification of Principal Executive Officer required by Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer required by Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH		Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents
104		Cover Page formatted as inline XBRL and contained in Exhibits 101

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		J.Jill, Inc.
Date: September 3, 2025		By:	/s/ Mary Ellen Coyne
			Mary Ellen Coyne
			Chief Executive Officer, President and Director
Date: September 3, 2025		By:	/s/ Mark Webb
			Mark Webb
			Executive Vice President, Chief Financial and Operating Officer

29

FAQ

What were the net proceeds to J.Jill from the Equity Offering (JILL)?

The company received $29.5 million of net proceeds after underwriting discounts of approximately $1.5 million and $0.9 million of third‑party expenses.

How many stores does J.Jill operate and what other sales channels are mentioned?

J.Jill operates 247 stores nationwide and maintains a robust ecommerce platform.

What is the status of J.Jill's share repurchase authorization?

The Board authorized up to $25.0 million for repurchases; as of the report the company had $20.0 million available under that authorization.

Did the company incur costs when prepaying term loan principal?

Yes; in connection with voluntary principal prepayments the company paid a $2.6 million premium (3% of prepaid principal) and $1.6 million of interest.

How much restricted cash is disclosed in prepaid expenses and other current assets?

The company disclosed $0.4 million of restricted cash included in prepaid expenses and other current assets for the referenced quarter.