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J.Jill, Inc.

For the period ended Jan 31, 2026. Filed Mar 31, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2026 · Filed Mar 31, 2026

JILL$22.39-2.8%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended January 31,2026

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

(Exact name of Registrant as specified in its Charter)

Delaware45-1459825
(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)
4 Batterymarch Park Quincy, MA02169
(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 classTrading symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueJILLNew York Stock Exchange

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐ No☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐ No☒

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, a 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant

included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based

compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price of the shares of common stock on the New York Stock Exchange as of August 2, 2025 was$117,890,439.

The number of shares of registrant’s Common Stock outstanding as of March 25, 2026 was 14,879,795.

Documents Incorporated by Reference

Portions of Part II and Part III of this Form 10-K are incorporated by reference from the Registrant’s definitive proxy statement for its 2026 annual meeting of shareholders to be filed with the Securities and Exchange Commission no later than 120 days after the end of the Registrant’s fiscal year.

Auditor Firm ID:248Auditor Name:Grant Thornton LLPAuditor Location:Southfield, Michigan

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Table of Contents

Page
Cautionary Note Regarding Forward-Looking Statements2
Risk Factor Summary3
PART I
Item 1.Business5
Item 1A.Risk Factors11
Item 1B.Unresolved Staff Comments30
Item 1C.Cybersecurity30
Item 2.Properties31
Item 3.Legal Proceedings31
Item 4.Mine Safety Disclosures31
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities32
Item 6.[Reserved]33
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations34
Item 7A.Quantitative and Qualitative Disclosures About Market Risk45
Item 8.Financial Statements and Supplementary Data45
Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure45
Item 9A.Controls and Procedures45
Item 9B.Other Information46
Item 9C.Disclosure Regarding Foreign Jurisdictions That Prevent Inspection46
PART III
Item 10.Directors, Executive Officers and Corporate Governance47
Item 11.Executive Compensation47
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters47
Item 13.Certain Relationships and Related Transactions, and Director Independence47
Item 14.Principal Accounting Fees and Services47
PART IV
Item 15.Exhibits, Financial Statement Schedules48
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.