Financial Analysis

"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 Companys 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. Tariff Refunds On February 20, 2026, the U.S. Supreme Court ruled that certain of the tariffs imposed in fiscal 2025 under the International Emergency Economic Powers Act (IEEPA) were unlawful and remanded the case to the U.S. Court of International Trade (CIT) to provide a remedy for importers who had paid the tariffs. On March 4, 2026, the CIT ordered U.S. Customs and Border Protection (CBP) to begin refunding all tariffs imposed under IEEPA. On April 20, 2026, CBP launched a process for importers to submit IEEPA refund claims. The Company submitted claims for refunds totaling $ 18.4 million in April 2026. In the second quarter of fiscal 2026, the Company began receiving refunds for IEEPA tariffs previously paid, totaling approximately $ 19.0 million, including $ 0.6 million of interest. Approximately $ 13.3 million is reflected within Cost …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

5. Debt The components of the Companys outstanding long-term debt as of August 1, 2026 and January 31, 2026 were as follows (in thousands): August 1, 2026 Outstanding Principal Balance Original Issue Discount Capitalized Fees & Expenses Balance Sheet Term loan due 2030 $ 74,063 $ ( 664 ) $ ( 881 ) $ 72,518 Less: Current portion ( 1,313 ) ( 1,313 ) Net long-term debt $ 72,750 $ ( 664 ) $ ( 881 ) $ 71,205 January 31, 2026 Outstanding Principal Balance Original Issue Discount Capitalized Fees & Expenses Balance Sheet Term loan due 2030 $ 75,000 $ ( 727 ) $ ( 963 ) $ 73,310 Less: Current portion ( 1,875 ) ( 1,875 ) Net long-term debt $ 73,125 $ ( 727 ) $ ( 963 ) $ 71,435 Term Loan Credit Agreement On December 12, 2025, the Company and Jill Acquisition LLC (the Borrower) entered into a new Term Loan Credit Agreement (the 2025 Term Loan Credit Agreement), with the lenders party thereto from time to time and CCP Agency, LLC, as administrative agent and as collateral agent. The 2025 Term Loan Credit Agreement provides for a senior secured term loan facility in an aggregate principal amount of $ 75.0 million with a maturity date of December 12, 2030 (the 2025 Term Loan Facility). As of August 1, 2026 the outstanding principal balance under the 2025 Term Loan Credit Agree ment was $ 74.1 million. The proceeds from the 2025 Term Loan Facility were used to pay off in full all outstanding principal balance under the Term Loan Credit Agreement dated as of April 5, 2023 (the 2023 Te …

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The following table presents disaggregated revenues by source (in thousands): For the Thirteen Weeks Ended For the Twenty-Six Weeks Ended August 1, 2026 August 2, 2025 August 1, 2026 August 2, 2025 Retail $ 81,954 $ 82,492 $ 160,507 $ 164,305 Direct 72,875 71,495 138,749 143,306 Net sales $ 154,829 $ 153,987 $ 299,256 $ 307,611 Remaining

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10. Share-Based Payment On March 11, 2025, the Board approved and authorized an amendment and restatement (the Amendment) to the Company s Amended and Restated 2017 Omnibus Equity Incentive Plan (the A&R Plan). The A&R Plan is administered by the Compensation Committee of the Board (the Committee). The Committee has the authority to determine the type, size and terms and conditions of awards granted under the A&R Plan. On June 27, 2025, the Company registered an additional 750,000 shares of its common stock at par value of $ 0.01 per share. As of August 1, 2026, the A&R Plan has 2,793,453 shares of common stock reserved for issuance to awards granted by the Committee with an aggregate of 692,031 shares remaining for future issuance. During the twenty-six weeks ended August 1, 2026 and August 2, 2025, the Board approved and granted Restricted Stock Units (RSUs), dividend equivalent RSUs, Performance Stock Units (PSUs) and dividend equivalent PSUs under the A&R Plan. Restricted Stock Units For the twenty-six weeks ended August 1, 2026 and August 2, 2025 , the Board granted RSUs under the A&R Plan, which vest in one to three equal annual installments, beginning one year from the date of grant. The grant-date fair value of RSUs is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period. In connection with the cash dividend paid on the Companys common stock and in accordance with the terms of t …

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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. 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 as …

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7. Income Taxes The Company recorded an income tax provision of $ 6.7 million and $ 4.0 million during the thirteen weeks ended August 1, 2026 and August 2, 2025, respectively. The Company recorded an income tax provision of $ 9.3 million and $ 9.0 million during the twenty-six weeks ended August 1, 2026 and August 2, 2025, respectively. The effective tax rates were 28.6 % and 27.7 % for the thirteen weeks ended August 1, 2026 and August 2, 2025, respectively, and 30.2 % and 28.8 % for the twenty-six weeks ended August 1, 2026 and August 2, 2025, respectively. The effective tax rates for the thirteen and twenty-six weeks ended August 1, 2026 differ from the federal statutory rate of 21 % primarily due to the impact of state and local income taxes, stock compensation shortfalls, and executive compensation limitations. 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.

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Recently Issued Accounting Pronouncements In December 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No. 2025-12, Codification Improvements. This update makes technical corrections and clarifications to the Codification, including conforming amendments and editorial changes. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Companys consolidated financial statements or disclosures. In December 2025, the FASB also issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This update clarifies certain interim reporting requirements and is intended to reduce diversity in practice. The amendments relate primarily to the presentation and disclosure of interim financial information. The amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its interim financial reporting. In September 2025, the FASB issued ASU No. 2025-06, IntangiblesGoodwill and OtherInternal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU modernizes the capitalization criteria for internal-use software by …

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11. Related Party Transactions For the thirteen and twenty-six weeks ended August 1, 2026 and August 2, 2025, the Company incurred an immaterial amount of other expenses in connection with related party transactions. As of August 1, 2026 and January 31, 2026, the Company owed its related parties immaterial amounts.

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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 1, 2026 August 2, 2025 August 1, 2026 August 2, 2025 Retail $ 81,954 $ 82,492 $ 160,507 $ 164,305 Direct 72,875 71,495 138,749 143,306 Net sales $ 154,829 $ 153,987 $ 299,256 $ 307,611 Remaining Performance Obligations As of August 1, 2026, the transaction price allocated to remaining performance obligations amounts to $ 0.4 million, which relates to the marketing and promotion of the Companys 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 …

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13. Segment Reporting Operating Segments The Company operates through two operating segments, Retail and Direct, based on the criteria used by the Chief Operating Decision Maker ( 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 Companys 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 Companys single reportable segment is listed below: For the Thirteen Weeks Ended For the Twenty-Six Weeks Ended August 1, 2026 August 2, 2025 August 1, 2026 August 2, 2025 Net sales $ 154,829 $ 153,987 $ 299,256 $ 307,611 Costs of goods sold (exclusive …

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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 2025 Annual Report) for the fiscal year ended January 31, 2026 (Fiscal Year 2025) 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 30, 2027 (Fiscal Year 2026) and Fiscal Year 2025 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 January 31, 202 …

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8 . Shareholders Equity 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 Companys common stock for two years following the authorization date. Under the Share Repurchase Program, shares of the Companys 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 1, 2026 , the Company repurchased 99,902 and 168,402 shares of its common stock for an aggregate purchase price of $ 1.5 million and $ 2.3 million , respectively. As of August 1, 2026, the Company had $ 11.8 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 accompanying condensed consolidated balance sheets as of August 1, 2026 . There were 68,440 and 255,240 shares repurchased by the Company during the thirteen and twenty-six weeks ended 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 …

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14. Subsequent Events Dividends On September 2, 2026, the Board declared a quarterly cash dividend of $ 0.09 per share, payable on October 7, 2026 to stockholders of record of issued and outstanding shares of the Companys common stock as of September 23, 2026 . …

SubsequentEventsTextBlock · excerpt; the full note is in the filing