JJill Inc

Our business is subject to numerous risks and uncertainties, including those described in Part I, Item 1A. Risk Factors in this Annual Report. These risks include, but are not limited to, risks associated with:

Risks Related to Our Business, Industry and Strategy

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our ability to adapt to changes in consumer spending and general economic conditions;

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disruptions in the economy, including pandemics or other public health crises, and adverse changes in economic and market conditions related to such pandemics or other health crises;

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our ability to identify and respond to new and changing customer preferences;

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our ability to maintain and enhance a strong brand image and gain market share;

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our ability to acquire new customers in a cost-effective manner;

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our ability to compete effectively in an environment of intense competition;

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our ability to successfully optimize our omnichannel operations and maintain a relevant and reliable omnichannel experience;

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our ability to increase customer traffic to our website through effective digital marketing;

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the success of the locations in which our stores are located and our ability to open and operate new retail stores on a profitable basis and close retail stores that are no longer profitable;

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reductions in the volume of mall traffic and changing economic conditions and demographics

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our ability to forecast our operating results;

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our dependence on long-term leases, which are subject to future increases in occupancy costs, and our ability to renew sour leases on favorable terms or at all;

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our ability to manage inventory levels and assortment and inventory shrinkage;

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our ability to contain the increase in the cost of shipping our merchandise, mailing catalogs, paper and printing;

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our dependence on third-party vendors to provide us with sufficient quantities of merchandise at acceptable prices;

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payment related risks, including compliance with regulation and increased costs and fees;

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interruptions in our third-party, foreign sourcing operations and the relationships with our suppliers and agents could disrupt production, shipment or receipt of our merchandise

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failure of our suppliers and their manufacturing sources to use acceptable labor or other practices;

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the susceptibility of the price and availability of our merchandise to international trade conditions;

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increases in costs of raw materials, distribution and sourcing costs and in the costs of labor and employment;

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natural disasters, unusually adverse weather conditions, boycotts and unanticipated events;

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acts of war, including the conflict in Ukraine and Israel-Hamas and the surrounding region, terrorism, acts of piracy, or civil unrest, including disruptions to global shipping lanes;

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increased scrutiny related to our environmental, social and corporate governance activities (“ESG”);

Risks Related to Our Indebtedness

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our ability to work with lenders and others or otherwise pursue options to refinance following any event of default under our credit facilities;

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our level of indebtedness;

Risks Related to Our Operations Governance Structure and Common Stock

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our ability to maintain compliance with the listing requirements of the New York Stock Exchange (“NYSE”);

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our status as a controlled company;

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our relationship with TowerBrook Capital Partners LP (“TowerBrook”) and the risk of conflicts of interest;

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certain provisions in our governing documents;

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our holding company structure and reliance on dividends from our operating companies;

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the volatility of our stock price and the impact of future sales of our common stock;

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our ability to issue preferred stock;

Risks Related to Information Security

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our ability to secure the personal information of our customers and employees and comply with applicable security standards;

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the impact of privacy breaches at our service providers could damage our business and reputation;

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failure of our information technology systems to support our current and growing business;

Risks Related to Labor Force

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our dependence upon key executive management or our inability to hire or retain the talent required for our business;

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labor organizing and related activities may negatively impact our business;

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our ability to find employees that reflect our brand and culture;

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increased labor costs, including wages, could negatively impact our financial results;

Risks Related to Intellectual Property

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our ability to protect our trademarks or other intellectual property rights;

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infringement on the intellectual property of third parties;

Risks Related to Legal, Regulatory, Accounting and Compliance Matters

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impairment charges for goodwill, indefinite-lived intangible assets or other long-lived assets;

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our ability to maintain adequate internal controls over our financial and management systems;

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the impact of governmental laws and regulations and the outcomes of legal proceedings.