UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549~~STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~OF ofTHE ~~Report~~SECURITIES ~~(Date~~EXCHANGE ofACT ~~earliest~~OF ~~event reported): December 13, 2024~~1934

Date of Report (Date of earliest event reported): February 27, 2025

J.JILL, INC.

(Exact name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

Delaware	001-38026	~~001-38026~~	45-1459825
(State or Other Jurisdictionof Incorporation)		(Commission File Number)	(IRS EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)
4 Batterymarch Park
Quincy, Massachusetts			02169
(Address of Principal Executive Offices)			(Zip Code)

~~Registrant’s~~4 ~~Telephone~~Batterymarch ~~Number, Including Area Code: 617 376-4300~~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~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~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	TradingSymbol(s)	Name of each exchange on which registered
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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~December 13~~February 27, ~~2024~~2025, ~~in order to reward, retain, and further incentivize performance,~~ J.Jill, Inc. (the “Company”), ~~upon~~announced ~~approval~~that ~~from~~it ~~the~~has ~~Compensation~~appointed ~~Committee~~Mary ofEllen ~~its~~Coyne ~~Board~~to ofserve ~~Directors,~~as ~~entered~~the ~~into~~Company’s aChief ~~retention~~Executive ~~agreement~~Officer ~~(the~~and ~~“Retention~~President ~~Agreement”)~~to ~~with~~succeed ~~Mark Webb,~~ the Company’s current Chief Executive ~~Vice~~Officer and President, ~~Chief~~Claire ~~Financial~~Spofford, ~~and~~following ~~Operating~~Ms. Spofford’s ~~Officer~~previously disclosed decision to retire. ~~The~~Ms. Spofford ~~Retention~~has ~~Agreement~~agreed to extend her retirement date to April 30, 2025 and Ms. Coyne’s appointment as Chief Executive Officer and President is effective as of ~~December 13~~May 1, ~~2024~~2025 (the “~~Effective~~Start Date”). On the Start Date, Ms. Coyne will also fill the vacancy on the Company’s Board of Directors as a result of Ms. Spofford’s retirement.

~~Under~~In connection with her service as the ~~Retention~~Company’s ~~Agreement~~Chief Executive Officer and President, on February 20, 2025, the Company ~~agreed~~entered tointo ~~pay~~an ~~Mr.~~employment ~~Webb~~agreement awith ~~retention~~Ms. Coyne, ~~payment~~effective inas of the ~~amount~~Start ofDate ~~$1,475,800.00~~ (the “~~Retention~~Employment ~~Bonus~~Agreement”). inThe ~~the~~Employment ~~form~~Agreement ofprovides ~~stock-settled~~for ~~Restricted~~the ~~Stock~~following ~~Units~~compensation: (~~“RSUs”~~i). an ~~Fifty~~annual ~~percent~~base salary of $1,000,000; (~~50%~~ii) eligibility to receive an annual cash bonus with a target of ~~such~~100% ~~RSUs~~of ~~will~~Ms. Coyne’s ~~become~~base ~~vested~~salary; (iii) a one-time sign-on cash bonus of $1,750,000, payable following the ~~first~~one-month anniversary of the ~~Effective~~Start Date,; if(iv) a ~~Mr.~~housing ~~Webb~~stipend isin ~~still~~the ~~employed~~amount byof ~~the~~$90,000 ~~Company~~per onyear ~~that~~for ~~date.~~the ~~The~~first ~~remaining~~three ~~fifty~~years ~~percent~~of Ms. Coyne’s employment; (~~50%~~v) reimbursement of ~~the~~up ~~RSUs~~to ~~will~~$25,000 ~~vest~~ in ~~equal~~legal ~~amounts~~fees ~~(i.e.~~related ~~12.5%~~to the negotiation of ~~the~~her ~~total~~Employment ~~RSU~~Agreement ~~grant~~and related arrangements; and (vi) eligibility onto ~~the~~receive ~~last~~annual ~~day~~grants of ~~each~~equity ~~quarter~~compensation, ~~that~~which Mrshall be 100% of Ms. Coyne’s ~~Webb~~then-current ~~remains~~base ~~continuously~~salary, ~~employed~~subject byto the terms of any of the Company’s ~~through~~equity ~~such~~compensation ~~quarter~~plans, ~~with~~including the ~~first~~J.Jill, ~~such~~Inc. ~~quarter~~Amended & ~~beginning~~Restated ~~January~~2017 1,Omnibus ~~2026~~Equity ~~and~~Inventive ~~ending~~Plan on(the ~~March~~“Plan”). In 31addition, ~~2026.~~the InCompany ~~the~~also ~~event~~agreed ~~that~~to Mrgrant Ms. Coyne ~~Webb’s~~a ~~employment~~one-time ~~terminates~~sign-on inequity aaward ~~Qualifying~~on ~~Termination~~the ~~(as~~one-month ~~defined~~anniversary inof her Start Date (the ~~Retention~~“Grant ~~Agreement~~Date”) ~~during~~consisting ~~the~~of ~~two~~restricted ~~year~~stock ~~period~~units ~~from~~with ~~the~~a ~~Effective~~grant ~~Date~~date value of $2,250,000. ~~any~~The ~~unvested~~sign-on ~~RSUs~~equity award will ~~immediately~~ vest asin equal installments on each of the ~~effective~~first ~~date~~three anniversaries of Mrthe Grant Date. ~~Webb’s~~The ~~separation~~sign-on ~~from~~bonus is subject to repayment of the ~~Company.~~after-tax Ifportion ~~Mr.~~in ~~Webb~~the event Ms. Coyne’s employment ~~with~~is terminated by the Company ~~terminates~~ for ~~any~~“cause” ~~reason~~or ~~other~~Ms. Coyne ~~than~~resigns awithout ~~Qualifying~~“good ~~Termination,~~reason” ~~any~~(as ~~unvested~~such ~~portion~~terms ofare ~~the~~defined ~~RSUs~~in ~~will~~the beEmployment ~~immediately~~Agreement) ~~and~~during ~~automatically~~the ~~forfeited~~first ~~for~~year noof ~~additional~~employment. ~~consideration~~The assign-on ofequity ~~the~~award ~~effective~~may ~~date~~be ofcancelled Mrif Ms. Coyne ~~Webb’s~~engages ~~separation~~in ~~from~~activity that would give the Company. ~~Capitalized~~grounds ~~terms~~to ~~used~~terminate ~~but~~her ~~not~~employment ~~defined~~for ~~above~~“cause” ~~have~~and ~~the~~is ~~meanings~~subject ~~ascribed~~ to ~~them~~clawback, inforfeiture or similar requirements pursuant to the ~~Retention~~Company’s ~~Agreement~~policies or as required by applicable law.

The ~~foregoing~~Employment ~~description~~Agreement ofprovides that, if Ms. Coyne’s employment is terminated by the ~~Retention~~Company without “cause” or if she resigns for “good reason” (as such terms are defined in the Employment Agreement), isshe ~~only~~shall be entitled to, in addition to payment of accrued benefits, (i) 12 months of base salary and medical and dental continuation, (ii) a ~~summary~~pro-rated bonus for the year of termination based on actual performance (with any personal non-financial performance goals deemed achieved at 100%) and (iii) accelerated vesting of a prorated portion of the restricted stock units scheduled to vest on the next vesting date following such termination. If such a qualifying termination of employment occurs at any time following a “Change in Control” of the Company (as such term is ~~qualified~~defined in the Plan) as a result of which the Company or its ~~entirety~~successor bydoes ~~reference~~not have any stock trading on a nationally recognized securities exchange, Ms. Coyne shall be entitled to, in addition to accrued benefits, (i) an amount equal to two times the ~~form~~sum of ~~Retention~~her ~~Agreement~~(x) then-current annual base salary and (y) target annual bonus, apayable ~~copy~~over 12 months following such termination of ~~which~~employment, is(ii) full ~~attached~~accelerated asvesting ~~Exhibit~~of 10all unvested restricted stock units that would otherwise vest based on continued service and (iii) 24 months (or, if later, the period from Ms.1 Coyne’s ~~hereto~~termination through the completion of the employment term) of medical and ~~incorporated~~dental continuation. Ms. Coyne’s award agreement will provide that if Ms. Coyne’s employment is terminated by ~~reference~~the ~~into~~Company ~~this~~without ~~Item~~“cause” 5(and other than due to her death or disability) or by her due to a resignation for “good reason” within 12 months following a “Change in Control,” any unvested portion of her sign-on equity award shall vest in full.02 Ms. Coyne’s right to these severance benefits is conditioned upon her execution of a release and compliance with restrictive covenants, including a 12-month post-termination non-compete and a 24-month post-termination non-solicit.

The foregoing is only a summary of the arrangements with Ms. Coyne and does not purport to be complete and is qualified in its entirety by reference to the full text of the underlying agreements. Ms. Coyne’s Employment Agreement and related award agreements will be filed with the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025.

Ms. Coyne, age 59, previously served as the Chief Executive Officer of J.McLaughlin from July 2016 until April 2025. Ms. Coyne spent fifteen years at Ralph Lauren, having most recently served as the Chief Merchandising Officer of the POLO Women’s and Children’s divisions. Prior to her role at Ralph Lauren, she held merchandising positions at Victoria’s Secret, The Gap and Ann Taylor and began her career in the Macy’s Training Program. Ms. Coyne earned a bachelor’s degree in business administration from Loyola University in Maryland.

Item 7.01

Regulation FD Disclosure.

On February 27, 2025, the Company issued a press release announcing Ms. Coyne’s appointment as President and Chief Executive Officer of the Company. A copy of the press release is furnished herewith as Exhibit 99.1.

The information set forth in this Item 7.01 of this Current Report on Form 8-K (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 9.01

Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description of Exhibit
ExhibitNo.		Description of Exhibit
10.1		Form of Retention Agreement
99.1		Press Release, dated February 27, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~SIGNATURES~~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.

			J.JILL, INC.
Date:	December 17, 2024	By:	/s/ Kathleen B. Stevens
		Name:Title:	Kathleen B. StevensSenior Vice President, General Counsel, Secretary and ESG

Dated: February 27, 2025


J.JILL, INC.

By:		/s/ Kathleen B. Stevens
Name:		Kathleen B. Stevens
Title:		Senior Vice President, General Counsel, Secretary and ESG

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