J.Jill (NYSE: JILL) refinances with new $75M senior term loan maturing 2030

Rhea-AI Filing Summary

J.Jill, Inc. entered into a new senior secured term loan credit agreement providing a $75,000,000 term loan maturing on December 12, 2030. The borrower, Jill Acquisition LLC, used the entire $75,000,000 to repay all outstanding indebtedness under the company’s existing April 5, 2023 term loan credit agreement, which has been repaid in full, terminated, and had its related security interests and liens released.

The new loan carries a 1.00% upfront fee and bears interest at either the Base Rate plus 4.50% through June 30, 2026 and 4.25% thereafter, or Term SOFR plus 5.50% through June 30, 2026 and 5.25% thereafter. The obligations are guaranteed by J.Jill and subsidiary guarantors and are secured by substantially all of their real and personal property, subject to customary exceptions, with customary covenants, representations, and events of default typical for this type of financing.

Insights

Credit and capital structure analyst

J.Jill replaces its existing term loan with a new $75M senior secured facility maturing in 2030, keeping debt funded while updating terms.

J.Jill, Inc. and Jill Acquisition LLC entered a new senior secured term loan for $75,000,000 on December 12, 2025. All proceeds were used to repay and terminate the prior term loan dated April 5, 2023, so the principal amount of term debt remains the same while the company shifts to a fresh credit agreement.

The new facility matures on December 12, 2030 and includes a 1.00% upfront fee. Interest is set at the borrower’s election between a Base Rate plus 4.50% through June 30, 2026 and 4.25% thereafter, or Term SOFR plus 5.50% through June 30, 2026 and 5.25% thereafter. These margins, along with the five-year maturity, define the ongoing cost and tenor of this core debt.

The loan is guaranteed by the parent and subsidiary guarantors and secured by substantially all of their real and personal property, subject to customary exceptions. Negative covenants limit additional indebtedness, liens, investments, M&A activity, dividends, affiliate transactions, and junior debt payments, with customary events of default including payment failures, covenant breaches, certain ERISA events, major judgments, cross-defaults, change of control, and specified insolvency proceedings. Overall, the agreement formalizes a typical private credit-style term loan structure, with impact depending on how these terms compare to the prior facility.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 12, 2025

J.JILL, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-38026		45-1459825
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

4 Batterymarch Park

Quincy, MA 02169

(Address of Principal Executive Offices) (Zip Code)

(617) 376-4300

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On December 12, 2025 (the “Effective Date”), J.Jill, Inc. (the “Company”) and Jill Acquisition LLC (the “Borrower”) entered into a Term Loan Credit Agreement (the “Credit Agreement”), with the lenders party thereto from time to time and CCP Agency, LLC, as administrative agent and as collateral agent.

The Credit Agreement provides for a senior secured term loan facility in an aggregate principal amount of $75,000,000 with a maturity date of December 12, 2030. The Borrower used the entire $75,000,000 proceeds of the new term loan to pay off all outstanding indebtedness under the existing Term Loan Credit Agreement, dated as of April 5, 2023, by and among the Company, the Borrower, Jefferies Finance LLC, as administrative agent and as collateral agent, and the lenders party thereto, as amended (the “Existing Credit Agreement”). All security interests and liens incurred in connection with the Existing Credit Agreement have been released.

Loans under the Credit Agreement bear an upfront fee of 1.00% and interest at the Borrower’s election at (1) the Base Rate (as defined in the Credit Agreement) plus 4.50% through June 30, 2026 and 4.25% thereafter or (2) Term SOFR (as defined in the Credit Agreement) plus 5.50% through June 30, 2026 and 5.25% thereafter.

The Borrower’s obligations under the Credit Agreement are guaranteed by the Company and each Subsidiary Guarantor (as defined in the Credit Agreement) (collectively with the Company, the “Guarantors”) and are secured by substantially all of the real and personal property of the Borrower and the Guarantors, subject to certain customary exceptions. The Credit Agreement includes customary negative covenants for term loan agreements of this type, including covenants limiting the ability of the Borrower and the Guarantors to, among other things, incur additional indebtedness, create liens on assets, make investments, loans or advances, engage in mergers, consolidations, sales of assets and purchases, pay dividends and distributions, enter into transactions with affiliates, and make payments in respect of junior indebtedness, in each case subject to customary exceptions for term loan agreements of this type.

The Credit Agreement also includes certain customary representations and warranties, affirmative covenants and events of default, including but not limited to, payment defaults, breaches of representations and warranties, covenant defaults, certain events under the Employee Retirement Income Security Act of 1974, certain final non-appealable judgments that are not covered by a reputable and solvent insurance company, certain defaults under other indebtedness, change of control and certain Title 11 proceedings.

Certain of the lenders under the Credit Agreement and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, commercial and investment banking services for the Company, for which they received or will receive customary fees and expenses.

The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is filed herewith as Exhibit 10.1, and is incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

The Existing Credit Agreement was repaid in full and terminated on the Effective Date. The information set forth under Item 1.01 is incorporated into this Item 1.02 by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is incorporated into this Item 2.03 by reference.

Item 7.01. Regulation FD Disclosure.

On December 15, 2025, the Company issued a press release to announce entry into the Credit Agreement. A copy of the press release is attached hereto as Exhibit 99.1.

The information in this Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Term Loan Credit Agreement, dated as of December 12, 2025, by and among J.Jill, Inc., as holdings, Jill Acquisition LLC, as the borrower, the lenders party thereto from time to time and CCP Agency, LLC, as administrative agent and as collateral agent.
99.1		Press Release of J.Jill, Inc. dated December 15, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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, hereunto duly authorized.

Dated: December 15, 2025

J.JILL, INC.
By:		/s/ Mark Webb
Name:		Mark Webb
Title:		Executive Vice President, Chief Financial and Operating Officer

FAQ

What new credit facility did J.Jill (JILL) enter into?

J.Jill, Inc. and Jill Acquisition LLC entered into a senior secured term loan credit agreement providing a $75,000,000 term loan with a maturity date of December 12, 2030.

How did J.Jill (JILL) use the $75,000,000 term loan proceeds?

The borrower used the entire $75,000,000 from the new term loan to pay off all outstanding indebtedness under the existing term loan credit agreement dated April 5, 2023, which was then repaid in full and terminated, with related security interests and liens released.

What are the interest rate terms on J.Jills new term loan?

Loans under the new agreement bear a 1.00% upfront fee and interest at the borrowers election of either (1) the Base Rate plus 4.50% through June 30, 2026 and 4.25% thereafter or (2) Term SOFR plus 5.50% through June 30, 2026 and 5.25% thereafter.

What collateral secures J.Jill (JILL)s new term loan?

The borrowers obligations are guaranteed by J.Jill, Inc. and subsidiary guarantors and are secured by substantially all of the real and personal property of the borrower and the guarantors, subject to certain customary exceptions.

What covenants and default provisions are included in J.Jills new credit agreement?

The agreement contains customary negative covenants limiting additional indebtedness, liens, investments, mergers, asset sales, dividends, affiliate transactions, and junior debt payments, subject to customary exceptions. It also includes customary representations, affirmative covenants, and events of default such as payment defaults, breaches of covenants, certain ERISA events, significant uninsured judgments, certain defaults under other indebtedness, change of control, and specified bankruptcy proceedings.

When did J.Jill (JILL) announce the new credit agreement?

On December 15, 2025, J.Jill, Inc. issued a press release announcing its entry into the new term loan credit agreement, which is attached as Exhibit 99.1.