Form 8-K - Groowe Newsroom

8-K — J.Jill, Inc.

Accession: 0001193125-26-133222

Filed: 2026-03-31

Period: 2026-03-31

CIK: 0001687932

SIC: 2330 (WOMEN'S, MISSES', AND JUNIORS OUTERWEAR)

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — jill-20260331.htm (Primary)

EX-99.1 (jill-ex99_1.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: jill-20260331.htm · Sequence: 1

8-K

0001687932false00016879322026-03-312026-03-31

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): March 31, 2026

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 2.02 Results of Operations and Financial Condition

On March 31, 2026, J.Jill, Inc. issued a press release to announce its financial results for the fourth quarter and fiscal year ended January 31, 2026. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.

The information in this report (including Exhibit 99.1) shall not be deemed to be “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, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

On March 31, 2026, the Board of Directors of J.Jill, Inc. (the “Company”) declared a quarterly cash dividend of $0.09 per share on the Company’s common stock (the “Dividend”). The Dividend is payable on April 28, 2026 to stockholders of record of issued and outstanding shares of the Company’s common stock as of April 14, 2026.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

Description

99.1

Press Release dated March 31, 2026, announcing financial results for the fiscal quarter and fiscal year ended January 31, 2026, and quarterly dividend.

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: March 31, 2026

J.JILL, INC.

By:

/s/ Mark Webb

Name:

Mark Webb

Title:

Executive Vice President, Chief Financial and Operating Officer

EX-99.1

Filename: jill-ex99_1.htm · Sequence: 2

EX-99.1

EXHIBIT 99.1

J.JILL, INC. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2025 RESULTS

Increases Quarterly Dividend by 12.5%

Provides Q1 and Full Year FY26 Outlook

Quincy, Mass – March 31, 2026 – J.Jill, Inc. (NYSE:JILL) (“J.Jill” or the “Company”) today announced financial results for the fourth quarter and fiscal year ended January 31, 2026 and that the Board declared a cash dividend of $0.09 per share payable on April 28, 2026 to stockholders of record of issued and outstanding shares of the Company's common stock as of April 14, 2026. The quarterly dividend reflects a 12.5% increase over the previous dividend and equates to an annualized dividend rate of $0.36 per common share.

Mary Ellen Coyne, President and Chief Executive Officer of J.Jill, Inc. stated, “Throughout 2025, we deliberately embarked on a period of testing and learning to build the foundation for expanding our customer file. As we moved into the second half of the year, we validated new opportunities within our product assortment, piloted customer acquisition strategies, and implemented enhanced operational capabilities. We are encouraged by the early progress on these initiatives, and remain focused on the important work required to position the business for sustainable growth. Enabled by our disciplined operating model, we remain confident that the evolution of our product and marketing efforts will enhance and broaden the appeal and awareness of our incredible brand.”

For the fourth quarter ended January 31, 2026:

•

Net sales for the fourth quarter of fiscal 2025 decreased 3.1% to $138.4 million compared to $142.8 million for the fourth quarter of fiscal 2024.

•

Total company comparable sales, which includes comparable store and direct to consumer sales, decreased by 4.8% for the fourth quarter of fiscal 2025.

•

Direct to consumer net sales, which represented 53.5% of net sales, were up 2.6% compared to the fourth quarter of fiscal 2024.

•

Gross profit was $87.3 million compared to $94.8 million in the fourth quarter of fiscal 2024. Gross margin was 63.1% compared to 66.3% in the fourth quarter of fiscal 2024. The Company incurred approximately $4.5 million of incremental tariff costs, net of vendor mitigation, in the fourth quarter of fiscal 2025 compared to the prior year period.

•

SG&A was $87.0 million compared to $89.3 million in the fourth quarter of fiscal 2024. SG&A as a percentage of total net sales was 62.9% compared to 62.5% in the fourth quarter of fiscal 2024.

•

Operating loss was $0.2 million compared to income of $5.1 million in the fourth quarter of fiscal 2024. Operating loss margin for the fourth quarter of fiscal 2025 was 0.1% compared to operating income margin of 3.6% in the fourth quarter of fiscal 2024. Adjusted Income from Operations* was $1.3 million compared to $9.0 million in the fourth quarter of fiscal 2024.

•

Interest expense was $2.2 million compared to $2.7 million in the fourth quarter of fiscal 2024. Interest income was $0.5 million in the fourth quarter of fiscal 2025 compared to $0.5 million in the fourth quarter of fiscal 2024.

•

During the fourth quarter of fiscal 2025, the Company recorded an income tax benefit of $1.4 million compared to an income tax provision of $0.7 million in the fourth quarter of fiscal 2024 and the effective tax rate was 28.8% compared to 23.0% in the fourth quarter of fiscal 2024.

•

Net Loss was $3.5 million compared to Net Income $2.2 million in the fourth quarter of fiscal 2024. Net Loss in the fourth quarter of fiscal 2025 included $3.1 million in expenses related to the loss on debt refinancing in the period.

•

Net Loss per Diluted Share was $0.23 for the fourth quarter of fiscal 2025 compared to Net Income per Diluted Share $0.14 for the fourth quarter of fiscal 2024. Adjusted Net Loss per Diluted Share* in the fourth quarter of fiscal 2025 was $0.02 compared to Adjusted Net Income per Diluted Share* of $0.32 in the fourth quarter of fiscal 2024.

•

Adjusted EBITDA* for the fourth quarter of fiscal 2025 was $7.2 million compared to $14.5 million for the fourth quarter of fiscal 2024. Adjusted EBITDA margin* for the fourth quarter of fiscal 2025 was 5.2% compared to 10.2% for the fourth quarter of fiscal 2024.

•

The Company opened seven stores in the fourth quarter of fiscal 2025. The store count at the end of the fourth quarter was 256 stores compared to 252 stores at the end of the fourth quarter of fiscal 2024.

For year ended January 31, 2026:

•

Net sales for year ended January 31, 2026 decreased 2.3% to $596.5 million compared to $610.9 million for year ended February 1, 2025.

•

Total company comparable sales for the year ended January 31, 2026, which includes comparable store and direct to consumer sales, decreased by 3.1% compared to the year ended February 1, 2025

•

Direct to consumer net sales, which represented 48.2% of net sales, decreased 0.8% compared to year ended February 1, 2025.

•

Gross profit was $409.7 million compared to $429.9 million for year ended February 1, 2025. Gross margin was 68.7% compared to 70.4% for year ended February 1, 2025. The Company incurred approximately $7.5 million of incremental tariff costs net of vendor mitigation in fiscal 2025 compared to the prior year.

•

SG&A was $358.5 million compared to $353.4 million for year ended February 1, 2025. SG&A as a percentage of total net sales was 60.1% compared to 57.9% for year ended February 1, 2025.

•

Operating income was $50.6 million compared to $75.7 million for year ended February 1, 2025. Operating income margin for year ended January 31, 2026 was 8.5% compared to 12.4% for year ended February 1, 2025. Adjusted Income from Operations* was $60.9 million compared to $84.9 million for year ended February 1, 2025.

•

Interest expense was $10.4 million compared to $15.7 million for year ended February 1, 2025. Interest income was $2.0 million compared to $2.6 million for year ended February 1, 2025.

•

During year ended January 31, 2026, the Company recorded an income tax provision of $11.2 million compared to $14.5 million for year ended February 1, 2025 and the effective tax rate was 28.6% compared to 26.9% for year ended February 1, 2025.

•

Net Income was $27.9 million compared to $39.5 million for year ended February 1, 2025. Net Income for year ended January 31, 2026 included $3.1 million in expenses related to the loss on debt refinancing in the fourth quarter of fiscal 2025. Net Income for year ended February 1, 2025 included $8.6 million in expenses related to the loss on extinguishment of debt in the second quarter of fiscal 2024.

•

Net Income per Diluted Share was $1.82 compared to $2.61 for year ended February 1, 2025. Adjusted Net Income per Diluted Share* for year ended January 31, 2026 was $2.44 compared to $3.47 for year ended February 1, 2025.

•

Adjusted EBITDA* for year ended January 31, 2026 was $84.3 million compared to $107.1 million for year ended February 1, 2025. Adjusted EBITDA margin* for year ended January 31, 2026 was 14.1% compared to 17.5% for year ended February 1, 2025.

•

The Company opened nine new stores and closed five stores during fiscal 2025, ending the year with 256 stores compared to 252 stores at the end of fiscal 2024.

Balance Sheet and Cash Flow Highlights

•

Inventory at the end of the fourth quarter of fiscal 2025 was $70.1 million compared to $61.3 million at the end of the fourth quarter of fiscal 2024. The inventory balance at the end of the fourth quarter of fiscal 2025 included approximately $9.0 million of incremental net tariff costs.

•

Net Cash used by Operating Activities for the thirteen weeks ended January 31, 2026, was $1.6 million compared to Net Cash provided by Operating Activities of $8.1 million in the prior year period . Net Cash provided by Operating Activities for year ended January 31, 2026, was $42.1 million compared to $65.0 million for year ended February 1, 2025.

•

Free Cash Flow* for the thirteen weeks ended January 31, 2026, was ($11.7) compared to Free Cash Flow* of $0.4 million for the prior year period. Free Cash Flow* for the year ended January 31, 2026, was $23.2 million compared to $47.3 million for the year ended February 1, 2025.

•

The Company ended fiscal 2025 with a cash balance of $41.0 million.

•

On December 15, 2025, the Company announced the successful completion of the refinancing of its existing credit agreement with a new $75 million senior secured five-year term loan facility. The refinancing replaced the Company's previous term loan credit agreement dated April 5, 2023, providing enhanced financial flexibility and improved terms.

*Non-GAAP financial measures. Please see “Non-GAAP Financial Measures” and “Reconciliation of GAAP Net Income to Adjusted EBITDA,” “Reconciliation of GAAP Operating Income to Adjusted Income from Operations,” “Reconciliation of GAAP Net Income to Adjusted Net Income,” and “Reconciliation of GAAP Cash from Operations to Free Cash Flow” for more information.

Share Repurchase Authorization

During the fourth quarter and Fiscal Year ended January 31, 2026, the Company repurchased 266,891 and 637,743 shares of its common stock for an aggregate purchase price of approximately $3.8 and $10.4 million, respectively.

As of January 31, 2026, the Company had about $14.1 million remaining under our currently authorized $25.0 million share repurchase program, which expires on December 6, 2026. The share repurchase program is expected to be funded through the Company’s existing cash and future free cash flow. The timing of any repurchases and the number of shares repurchased are subject to the discretion of the Company and may be affected by various factors, including general market and economic conditions, the market price of the Company’s common stock, the Company’s earnings, financial condition, capital requirements and levels of indebtedness, legal requirements, and other factors that management may deem relevant. The share repurchase program authorization does not obligate the Company to acquire any shares of its common stock and may be amended, suspended or discontinued at any time. Shares may be repurchased from time to time through open market transactions, block trades, privately negotiated purchase transactions or other purchase techniques and may include purchases effected pursuant to one or more trading plans established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

Quarterly Dividend Payment

On December 3, 2025, the Board declared a cash dividend of $0.08 per share, payable on January 7, 2026 to stockholders of record of issued and outstanding shares of the Company’s common stock as of December 24, 2025.

Following the end of the fourth quarter of fiscal 2025, on March 31, 2026, the Board declared a cash dividend of $0.09 per share payable on April 28, 2026 to stockholders of record of issued and outstanding shares of the Company's common stock as of April 14, 2026. The quarterly dividend reflects a 12.5% increase over the previous dividend and equates to an annualized dividend rate of $0.36 per common share.

Outlook

The following outlook assumes an average 20% reciprocal tariff rate on applicable inventory received prior to February 28, 2026, an average 10% reciprocal tariff rate on applicable inventory received after February 28, 2026 through the first quarter of fiscal 2026, and an average 15% reciprocal tariff rate thereafter. The Company’s outlook does not assume receipt of any refunds on tariffs paid to date. In addition, the Company's outlook assumes a prudent approach to inventory investments with unit purchases positioned down in the mid-single digit percentage range compared to fiscal 2025.

For the first quarter of fiscal 2026, the Company expects the following:

•

Net Sales to decline 5% to 7% compared to fiscal 2025

•

Comparable Sales to decline 7% to 9% compared to fiscal 2025

•

Gross margin to decline approximately 400 basis points compared to fiscal 2025 incorporating approximately $5 million of incremental cost impact from tariffs

•

Adjusted EBITDA of $15 million to $17 million

For the full year of fiscal 2026, the Company expects the following:

•

Net Sales to be flat to down 2% compared to fiscal 2025

•

Comparable Sales to decline 1% to 3% compared to fiscal 2025

•

Gross margin to decline approximately 50 basis points compared to fiscal 2025 incorporating approximately $15 million of incremental cost impact from tariffs

•

Adjusted EBITDA of $70 million to $75 million

•

Total capital expenditures of approximately $25 million

•

Net new store growth of approximately 5 new stores

•

Free cash flow of approximately $20 million

Conference Call Information

A conference call to discuss fourth quarter 2025 and fiscal year ended January 31, 2026 results is scheduled for today, March 31, 2026, at 8:00 a.m. Eastern Time. Those interested in participating in the call are invited to dial (888) 596-4144 or (646) 968-2525 if calling internationally. Please dial in approximately 10 minutes prior to the start of the call and reference Conference ID 7311773 when prompted. A live audio webcast of the conference call will be available online at http://investors.jjill.com/Investors-Relations/News-Events/events.

A taped replay of the conference call will be available approximately two hours following the call and can be accessed both online and by dialing (800) 770-2030 or (609) 800-9909. The pin number to access the telephone replay is 7311773. The telephone replay will be available until April 7, 2026.

About J.Jill, Inc.

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 about 250 stores nationwide and a robust ecommerce platform. J.Jill is headquartered outside Boston. For more information, please visit www.jjill.com or http://investors.jjill.com. The information included on our websites is not incorporated by reference herein.

Non-GAAP Financial Measures

To supplement our unaudited consolidated financial statements presented in accordance with generally accepted accounting principles (“GAAP”), we use the following non-GAAP measures of financial performance:

•

Adjusted EBITDA, which 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, loss on extinguishment of debt, loss on debt refinancing, adjustment for exited retail stores, impairment of long-lived assets, gain/loss due to hurricane and other non-recurring items, primarily consisting of non-ordinary course professional fees, non-employee share-based payments, CEO transition costs, severance expense, 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. We also use Adjusted EBITDA margin which represents, for any period, Adjusted EBITDA as a percentage of net sales.

•

Adjusted Income from Operations, which represents operating income plus (less) equity-based compensation expense, write-off of property and equipment, loss on extinguishment of debt, loss on debt refinancing, adjustment for exited retail stores, impairment of long-lived assets, loss due to hurricane and other non-recurring items. We present Adjusted Income from Operations 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.

•

Adjusted Net Income, which represents net income plus income tax provision, equity-based compensation expense, write-off of property and equipment, adjustment for exited retail stores, impairment of long-lived assets, loss due to hurricane and other non-recurring items. We present Adjusted Net Income 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.

•

Adjusted Net Income per Diluted Share represents Adjusted Net Income divided by the number of fully diluted shares outstanding. Adjusted Net Income per Diluted Share is presented 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.

•

Free Cash Flow represents cash flow from operations less capital expenditures. Free Cash Flow is presented as a supplemental measure in assessing our liquidity, and we believe that it is helpful to investors, securities analysts and other interested parties as a measure of our comparative liquidity and operating performance from period to period.

While we believe that Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Income from Operations, Adjusted Net Income, Adjusted Diluted EPS and Free Cash Flow are useful in evaluating our business, they are non-GAAP financial measures that have limitations as analytical tools. These non-GAAP measures should not be considered alternatives to, or substitutes for, Net Income, Income from Operations, Net Income per Diluted Share or Cash from Operations, which are calculated in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate these non-GAAP measures differently or not at all, which reduces the usefulness of such non-GAAP financial measures as tools for comparison. We recommend that you review the reconciliation and calculation of Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Income from Operations, Adjusted Net Income, Adjusted Diluted EPS and Free Cash Flow to Net Income, Income from Operations, Net Income per Diluted Share and Cash from Operations, respectively, the most directly comparable GAAP financial measures, under “Reconciliation of GAAP Net Income to Adjusted EBITDA”, “Reconciliation of GAAP Operating Income to Adjusted Income from Operations”, “Reconciliation of GAAP Net Income to Adjusted Net Income” and “Reconciliation of GAAP Cash from Operations to Free Cash Flow” and not rely solely on Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Income from Operations, Adjusted Net Income, Adjusted Net Income per Diluted Share, Free Cash Flow or any single financial measure to evaluate our business.

Forward-Looking Statements

This press release contains, and oral statements made from time to time by our representatives may contain, “forward-looking statements.” All statements other than statements of historical facts contained in this press release, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, expected market growth and any activities, events or developments that we intend, expect or believe may occur in the future are forward-looking statements. Such statements are often identified by words such as “could,” “may,” “might,” “will,” “likely,” “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “continues,” “on-going,” “remain,” “on-track,” “projects,” “goal,” “target” (although not all forward-looking statements contain these identifying words) and similar references to future periods, or by the inclusion of forecasts or projections. Forward-looking statements are based on our current expectations and assumptions regarding capital market conditions, our business, the economy and other future conditions and are not guarantees of future performance. Because forward-looking statements relate to the future, by their nature, they are inherently subject to a number of risks, uncertainties, potentially inaccurate assumptions and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in any forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions, including risks regarding: (1) our sensitivity to changes in economic conditions and discretionary consumer spending; (2) the material adverse impact of pandemics, other health crises or natural disasters on our operations, business and financial results; (3) our ability to anticipate and respond to changing customer preferences, shifts in fashion and industry trends in a timely manner; (4) our ability to maintain our brand image, engage new and existing customers and gain market share; (5) the impact of operating in a highly competitive industry with increased competition; (6) our ability to successfully optimize our omnichannel operations, including our ability to enhance our marketing efforts and successfully realize the benefits from our investments in new technology, for example our new predictive AI-powered inventory forecasting model and other AI tools, our upgraded point-of-sale system and our recently implemented order management system; (7) our ability to use effective marketing strategies and increase existing and new customer traffic; (8) any interruptions in our foreign sourcing operations and the relationships with our suppliers and agents; (9) any increases in the demand for, or the price of, raw materials used to manufacture our merchandise and other fluctuations in sourcing and distribution costs; (10) any material damage or interruptions to our information systems; (11) our ability to protect our trademarks and other intellectual property rights; (12) our indebtedness restricting our operational and financial flexibility; (13) our ability to manage our inventory levels, size assortments and merchandise mix; (14) the fact that we are no longer a controlled company; (15) the impact of any new or increased tariffs; (16) our management succession plan; and (17) other factors that may be described in our filings with the Securities and Exchange Commission (the “SEC”), including the factors set forth under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026. You are encouraged to read our filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. We caution investors, potential investors and others not to place considerable reliance on the forward-looking statements in this press release and in the oral statements made by our representatives. Any such forward-looking statement speaks only as of the date on which it is made. J.Jill undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

(Tables Follow)

J.Jill, Inc.

Consolidated Statements of Operations and Comprehensive Income

(Unaudited)

(Amounts in thousands, except share and per share data)

For the Thirteen Weeks Ended

January 31, 2026

February 1, 2025

Net sales

138,410

142,842

Costs of goods sold (exclusive of depreciation and amortization)

51,099

48,092

Gross profit

87,311

94,750

Selling, general and administrative expenses

86,994

89,311

Impairment of long-lived assets

472

359

Operating (loss) income

(155

)

5,080

Loss on debt refinancing

3,116

—

Interest expense

2,210

2,692

Interest income

(539

)

(530

)

Income before provision for income taxes

(4,942

)

2,918

Income tax (benefit) provision

(1,421

)

670

Net (loss) income and total comprehensive income

(3,521

)

2,248

Net (loss) income per common share:

Basic

(0.23

)

0.15

Diluted

(0.23

)

0.14

Weighted average common shares:

Basic

15,012,230

15,329,437

Diluted

15,313,933

15,563,041

Cash dividends declared per common share

0.08

0.07

J.Jill, Inc.

Consolidated Statements of Operations and Comprehensive Income

(Unaudited)

(Amounts in thousands, except share and per share data)

For the Fifty-Two Weeks Ended

January 31, 2026

February 1, 2025

Net sales

596,549

610,857

Costs of goods sold (exclusive of depreciation and amortization)

186,804

181,001

Gross profit

409,745

429,856

Selling, general and administrative expenses

358,451

353,382

Impairment of long-lived assets

684

772

Operating income

50,610

75,702

Loss on extinguishment of debt

—

8,570

Loss on debt refinancing

3,116

—

Interest expense

10,433

15,701

Interest income

(1,992

)

(2,550

)

Income before provision for income taxes

39,053

53,981

Income tax provision

11,162

14,498

Net income and total comprehensive income

27,891

39,483

Net income per common share:

Basic

1.84

2.64

Diluted

1.82

2.61

Weighted average common shares:

Basic

15,188,966

14,956,165

Diluted

15,340,148

15,136,833

Cash dividends declared per common share

0.32

0.21

J.Jill, Inc.

Consolidated Balance Sheets

(Unaudited)

(Amounts in thousands, except share data)

January 31, 2026

February 1, 2025

Assets

Current assets:

Cash and cash equivalents

41,015

35,427

Accounts receivable, net

4,322

5,017

Inventories, net

70,066

61,295

Prepaid expenses and other current assets

25,786

20,291

Total current assets

141,189

122,030

Property and equipment, net

56,794

55,325

Intangible assets, net

56,322

61,015

Goodwill

59,697

Operating lease assets, net

128,944

112,303

Other assets

7,270

7,329

Total assets

450,216

417,699

Liabilities and Shareholders’ Equity

Current liabilities:

Accounts payable

57,650

51,980

Accrued expenses and other current liabilities

30,864

40,479

Current portion of long-term debt

1,875

—

Current portion of operating lease liabilities

40,259

34,649

Total current liabilities

130,648

127,108

Long-term debt, net of discount and current portion

71,435

69,419

Deferred income taxes

14,403

9,389

Operating lease liabilities, net of current portion

111,231

104,751

Other liabilities

1,000

1,263

Total liabilities

328,717

311,930

Commitments and contingencies

Shareholders’ Equity

Common stock, par value $0.01 per share; 50,000,000 shares authorized; 15,522,614 and 15,344,053 shares issued at January 31, 2026 and February 1, 2025 respectively; and 14,865,040 and 15,324,222 shares outstanding at January 31, 2026 and February 1, 2025, respectively

157

153

Additional paid-in capital

240,981

242,781

Treasury stock, at cost, 657,574 shares and 19,831 shares at January 31, 2026 and February 1, 2025, respectively

(10,888

)

(523

)

Accumulated deficit

(108,751

)

(136,642

)

Total shareholders’ equity

121,499

105,769

Total liabilities and shareholders’ equity

450,216

417,699

J.Jill, Inc.

Reconciliation of GAAP Net Income to Adjusted EBITDA

(Unaudited)

(Amounts in thousands)

For the Thirteen Weeks Ended

January 31, 2026

February 1, 2025

Net (loss) income

(3,521

)

2,248

Add (Less):

Depreciation and amortization

5,337

5,245

Income tax (benefit) provision

(1,421

)

670

Interest expense

2,210

2,692

Interest income

(539

)

(530

)

Adjustments:

Equity-based compensation expense (a)

1,269

1,836

Write-off of property and equipment (b)

Amortization of cloud-based software implementation costs (c)

562

237

Loss on debt refinancing (d)

3,116

—

Adjustment for exited retail stores (e)

—

(227

)

Impairment of long-lived assets (f)

472

359

(Gain) due to hurricane (g)

(1,102

)

(250

)

Other non-recurring items (h)

782

2,190

Adjusted EBITDA

7,168

14,501

Net sales

138,410

142,842

Adjusted EBITDA margin

5.2

10.2

(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 repayment of the 2023 Term Loan Credit Agreement in December 2025.

(e)

Represents non-cash gains associated with exiting store leases earlier than anticipated.

(f)

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

(g)

Represents (gain) loss on write-off of property and equipment and inventory at one store location due to hurricane and insurance recovery received to date.

(h)

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

J.Jill, Inc.

Reconciliation of GAAP Net Income to Adjusted EBITDA

(Unaudited)

(Amounts in thousands)

For the Fifty-Two Weeks Ended

January 31, 2026

February 1, 2025

Net income

27,891

39,483

Add (Less):

Depreciation and amortization

21,215

21,337

Income tax provision

11,162

14,498

Interest expense

10,433

15,701

Interest income

(1,992

)

(2,550

)

Adjustments:

Equity-based compensation expense (a)

5,376

6,510

Write-off of property and equipment (b)

218

105

Amortization of cloud-based software implementation costs (c)

2,238

882

Loss on extinguishment of debt (d)

—

8,570

Loss on debt refinancing (e)

3,116

—

Adjustment for exited retail stores (f)

(242

)

(843

)

Impairment of long-lived assets (g)

684

772

(Gain) loss due to hurricane (h)

(1,102

)

Other non-recurring items (i)

5,345

2,673

Adjusted EBITDA

84,342

107,140

Net sales

596,549

610,857

Adjusted EBITDA margin

14.1

17.5

(a)

Represents expenses associated with equity incentive instruments granted to our management and 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.

(e)

Represents loss on the repayment of the 2023 Term Loan Credit Agreement in December 2025.

(f)

Represents non-cash gains associated with exiting store leases earlier than anticipated.

(g)

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

(h)

Represents (gain) loss on write-off of property and equipment and inventory at one store location due to hurricane and insurance recovery received to date.

(i)

J.Jill, Inc.

Reconciliation of GAAP Operating Income to Adjusted Income from Operations

(Unaudited)

(Amounts in thousands)

For the Thirteen Weeks Ended

January 31, 2026

February 1, 2025

Operating (loss) income

(155

)

5,080

Add (Less):

Equity-based compensation expense (a)

1,269

1,836

Write-off of property and equipment (b)

Adjustment for exited retail stores (c)

—

(227

)

Impairment of long-lived assets (d)

472

359

(Gain) due to hurricane (e)

(1,102

)

(250

)

Other non-recurring items (f)

782

2,190

Adjusted income from operations

1,269

9,019

For the Fifty-Two Weeks Ended

January 31, 2026

February 1, 2025

Operating income

50,610

75,702

Add (Less):

Equity-based compensation expense (a)

5,376

6,510

Write-off of property and equipment (b)

218

105

Adjustment for exited retail stores (c)

(242

)

(843

)

Impairment of long-lived assets (d)

684

772

(Gain) loss due to hurricane (e)

(1,102

)

Other non-recurring items (f)

5,345

2,673

Adjusted income from operations

60,889

84,921

(a)

(b)

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

(c)

Represents non-cash gains associated with exiting store leases earlier than anticipated.

(d)

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

(e)

Represents (gain) loss on write-off of property and equipment and inventory at one store location due to hurricane and insurance recovery received to date.

(f)

J.Jill, Inc.

Reconciliation of GAAP Net Income to Adjusted Net Income

(Unaudited)

(Amounts in thousands, except share and per share data)

For the Thirteen Weeks Ended

January 31, 2026

February 1, 2025

Net (loss) income

(3,521

)

2,248

Add: Income tax provision

(1,421

)

670

Income before provision for income tax

(4,942

)

2,918

Adjustments:

Equity-based compensation expense (a)

1,269

1,836

Write-off of property and equipment (b)

Loss on debt refinancing (c)

3,116

—

Adjustment for exited retail stores (d)

—

(227

)

Impairment of long-lived assets (e)

472

359

(Gain) due to hurricane (f)

(1,102

)

(250

)

Other non-recurring items (g)

782

2,190

Adjusted (loss) income before income tax provision

(402

)

6,857

Less: Adjusted tax (benefit) provision (h)

(115

)

1,845

Adjusted net (loss) income

(287

)

5,012

Adjusted net (loss) income per share:

Basic

(0.02

)

0.33

Diluted

(0.02

)

0.32

Weighted average number of common shares:

Basic

15,012,230

15,329,437

Diluted

15,313,933

15,563,041

(a)

(b)

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

(c)

Represents loss on the repayment of the 2023 Term Loan Credit Agreement in December 2025.

(d)

Represents non-cash gains associated with exiting store leases earlier than anticipated.

(e)

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

(f)

Represents (gain) loss on write-off of property and equipment and inventory at one store location due to hurricane and insurance recovery received to date.

(g)

(h)

The adjusted tax (benefit) provision for adjusted net income is estimated by applying a rate of 28.6% for the fourth quarter of fiscal 2025 and 26.9% for the fourth quarter of fiscal 2024.

J.Jill, Inc.

Reconciliation of GAAP Net Income to Adjusted Net Income

(Unaudited)

(Amounts in thousands, except share and per share data)

For the Fifty-Two Weeks Ended

January 31, 2026

February 1, 2025

Net income

27,891

39,483

Add: Income tax provision

11,162

14,498

Income before provision for income tax

39,053

53,981

Adjustments:

Equity-based compensation expense (a)

5,376

6,510

Write-off of property and equipment (b)

218

105

Loss on extinguishment of debt (c)

—

8,570

Loss on debt refinancing (d)

3,116

—

Adjustment for exited retail stores (e)

(242

)

(843

)

Impairment of long-lived assets (f)

684

772

(Gain) loss due to hurricane (g)

(1,102

)

Other non-recurring items (h)

5,345

2,673

Adjusted income before income tax provision

52,448

71,770

Less: Adjusted tax provision (i)

15,000

19,306

Adjusted net income

37,448

52,464

Adjusted net income per share:

Basic

2.47

3.51

Diluted

2.44

3.47

Weighted average number of common shares:

Basic

15,188,966

14,956,165

Diluted

15,340,148

15,136,833

(a)

(b)

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

(c)

Represents loss on the prepayment of a portion of the term loan.

(d)

Represents loss on the repayment of the 2023 Term Loan Credit Agreement in December 2025.

(e)

Represents non-cash gains associated with exiting store leases earlier than anticipated.

(f)

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

(g)

Represents (gain) loss on write-off of property and equipment and inventory at one store location due to hurricane and insurance recovery received to date.

(h)

(i)

The adjusted tax provision for adjusted net income is estimated by applying a rate of 28.6% for the year ended January 31, 2026 and 26.9% for the year ended February 1, 2025.

J.Jill, Inc.

Selected Cash Flow Information

(Unaudited)

(Amounts in thousands)

Summary Data from the Statement of Cash Flows

For the Thirteen Weeks Ended

January 31, 2026

February 1, 2025

Net cash (used in) provided by operating activities

(1,605

)

8,089

Net cash used in investing activities

(10,105

)

(7,708

)

Net cash used in financing activities

(5,281

)

(3,719

)

Net change in cash and cash equivalents

(16,991

)

(3,338

)

Cash and cash equivalents and restricted cash:

Beginning of Period

58,369

39,133

Decrease in restricted cash

—

)

End of Period (a)

41,378

35,790

For the Fifty-Two Weeks Ended

January 31, 2026

February 1, 2025

Net cash provided by operating activities

42,144

65,036

Net cash used in investing activities

(18,915

)

(17,755

)

Net cash used in financing activities

(17,641

)

(74,026

)

Net change in cash and cash equivalents

5,588

(26,745

)

Cash and cash equivalents and restricted cash:

Beginning of Period

35,790

62,540

Decrease in restricted cash

—

)

End of Period (a)

41,378

35,790

(a)

Includes $0.4 million of restricted cash for the thirteen and fifty-two weeks ended January 31, 2026 and February 1, 2025. The Company recorded restricted cash in Prepaid expenses and other current assets as presented in the consolidated balance sheets.

Summary Data from the Statement of Cash Flows

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

For the Fiscal Year Ended

January 31, 2026

February 1, 2025

February 3, 2024

Cash and cash equivalents

41,015

35,427

62,172

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

41,378

35,790

62,540

Reconciliation of GAAP Cash from Operations to Free Cash Flow

For the Thirteen Weeks Ended

January 31, 2026

February 1, 2025

Net cash (used in) provided by operating activities

(1,605

)

8,089

Less: Capital expenditures (a)

(10,105

)

(7,708

)

Free cash flow

(11,710

)

381

For the Fifty-Two Weeks Ended

January 31, 2026

February 1, 2025

Net cash provided by operating activities

42,144

65,036

Less: Capital expenditures (a)

(18,915

)

(17,755

)

Free cash flow

23,229

47,281

(a)

Capital expenditures reflects net cash used in investing activities, which includes capitalized interest and excludes cash received from landlords for tenant allowances.

Contacts:

Investor Relations:

Caitlin Churchill

ICR, Inc.

investors@jjill.com

203-682-8200

Business and Financial Media:

Michael McMullan / Danielle Poggi

Berns Communications Group

mmcmullan@bcg-pr.com / dpoggi@bcg-pr.com

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