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J.Jill(JILL) - 2026 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION This section presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis Item 1. Financial Statements Presents unaudited condensed consolidated financial statements and comprehensive accounting notes Condensed Consolidated Balance Sheets Presents the company's financial position, including assets, liabilities, and equity at specific dates Condensed Consolidated Balance Sheets (in thousands) | Metric | August 2, 2025 | February 1, 2025 | | :-------------------------------- | :------------- | :--------------- | | Cash and cash equivalents | $45,523 | $35,427 | | Inventories, net | $55,268 | $61,295 | | Total current assets | $130,359 | $122,030 | | Total assets | $436,508 | $417,699 | | Total current liabilities | $117,164 | $127,108 | | Long-term debt, net | $70,016 | $69,419 | | Total liabilities | $315,007 | $311,930 | | Total shareholders' equity | $121,501 | $105,769 | - Total assets increased by $18,800 thousand from February 1, 2025, to August 2, 2025, primarily driven by an increase in cash and cash equivalents and operating lease assets9 - Shareholders' equity increased by $15,700 thousand, from $105,800 thousand to $121,500 thousand, reflecting net income and other equity activities9 Condensed Consolidated Statements of Operations and Comprehensive Income Details the company's financial performance, including net sales, gross profit, operating income, and net income Condensed Consolidated Statements of Operations and Comprehensive Income (in thousands, except per share data) | Metric | Thirteen Weeks Ended Aug 2, 2025 | Thirteen Weeks Ended Aug 3, 2024 | Twenty-Six Weeks Ended Aug 2, 2025 | Twenty-Six Weeks Ended Aug 3, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :--------------------------------- | :--------------------------------- | | Net sales | $153,987 | $155,242 | $307,611 | $316,755 | | Gross profit | $105,357 | $109,394 | $215,714 | $227,131 | | Operating income | $16,783 | $23,022 | $35,845 | $51,394 | | Net income | $10,515 | $8,191 | $22,207 | $24,887 | | Basic EPS | $0.69 | $0.55 | $1.45 | $1.71 | | Diluted EPS | $0.69 | $0.54 | $1.45 | $1.69 | | Cash dividends declared per share | $0.08 | $0.07 | $0.16 | $0.07 | - Net sales decreased by 0.8% for the thirteen weeks and 2.9% for the twenty-six weeks ended August 2, 2025, compared to the prior year periods12 - Net income increased by 28.4% for the thirteen weeks ended August 2, 2025, but decreased by 10.8% for the twenty-six weeks ended August 2, 2025, primarily due to the absence of a loss on extinguishment of debt in the current year period12 Condensed Consolidated Statements of Shareholders' Equity Outlines changes in the company's equity, including common stock, additional paid-in capital, treasury stock, and accumulated deficit Changes in Shareholders' Equity (in thousands) | Item | Balance, Feb 1, 2025 | Balance, Aug 2, 2025 | | :-------------------------------- | :------------------- | :------------------- | | Common Stock (Amount) | $153 | $157 | | Additional Paid-in Capital | $242,781 | $240,830 | | Treasury Stock (Amount) | $(523) | $(5,051) | | Accumulated Deficit | $(136,642) | $(114,435) | | Total Shareholders' Equity | $105,769 | $121,501 | - Shareholders' equity increased from $105,800 thousand at February 1, 2025, to $121,500 thousand at August 2, 2025, driven by net income and partially offset by share repurchases and dividends14 - The company repurchased 255,240 shares for $4,500 thousand during the twenty-six weeks ended August 2, 2025, increasing treasury stock14 Condensed Consolidated Statements of Cash Flows Summarizes cash inflows and outflows from operating, investing, and financing activities over specific periods Condensed Consolidated Statements of Cash Flows (in thousands) | Activity | Twenty-Six Weeks Ended Aug 2, 2025 | Twenty-Six Weeks Ended Aug 3, 2024 | | :-------------------------------- | :--------------------------------- | :--------------------------------- | | Net cash provided by operating activities | $24,698 | $37,880 | | Net cash used in investing activities | $(5,476) | $(4,560) | | Net cash used in financing activities | $(9,126) | $(67,026) | | Net change in cash and cash equivalents | $10,096 | $(33,706) | | Cash and cash equivalents, End of Period | $45,886 | $28,834 | - Net cash provided by operating activities decreased by $13,200 thousand for the twenty-six weeks ended August 2, 2025, primarily due to lower net income and changes in operating assets and liabilities15161 - Net cash used in financing activities significantly decreased from $67,000 thousand in the prior year to $9,100 thousand, mainly due to the absence of large Term Loan prepayments and common stock issuance in the current period15165 Notes to Condensed Consolidated Financial Statements Provides detailed notes on accounting policies, revenue, assets, debt, and other financial disclosures 1. Description of Business Describes the company's core business, brand, and operational channels - J.Jill, Inc. is a national lifestyle brand offering apparel, footwear, and accessories through 247 stores nationwide and an e-commerce platform18 2. Summary of Significant Accounting Policies Outlines the key accounting principles and methodologies applied in preparing the financial statements - The company adopted ASU 2023-07, 'Segment Reporting: Improvements to Reportable Segment Disclosures,' in Q4 Fiscal Year 20242237 Cash, Cash Equivalents, and Restricted Cash Reconciliation (in thousands) | Item | August 2, 2025 | August 3, 2024 | | :---------------------------------------------------------------- | :------------- | :------------- | | Cash and cash equivalents | $45,523 | $28,466 | | Restricted cash reported in Prepaid expenses and other current assets | $363 | $368 | | Total cash, cash equivalents, and restricted cash | $45,886 | $28,834 | - Effective March 2025, the company revised its methodology for estimating the Direct sales returns reserve, transitioning to a curve-based model and reducing the allowable return window from 90 to 60 days33 3. Revenues Details the company's revenue recognition policies and disaggregated net sales by channel Disaggregated Net Sales by Channel (in thousands) | Channel | Thirteen Weeks Ended Aug 2, 2025 | Thirteen Weeks Ended Aug 3, 2024 | Twenty-Six Weeks Ended Aug 2, 2025 | Twenty-Six Weeks Ended Aug 3, 2024 | | :------ | :------------------------------- | :------------------------------- | :--------------------------------- | :--------------------------------- | | Retail | $82,492 | $82,148 | $164,305 | $167,755 | | Direct | $71,495 | $73,094 | $143,306 | $149,000 | | Net sales | $153,987 | $155,242 | $307,611 | $316,755 | - Direct channel net sales decreased for both the thirteen-week and twenty-six-week periods year-over-year38 Contract Liabilities (in thousands) | Item | August 2, 2025 | February 1, 2025 | | :---------------- | :------------- | :--------------- | | Upfront payment | $446 | $486 | | Unredeemed gift cards | $5,778 | $7,003 | | Total contract liabilities | $6,224 | $7,489 | 4. Asset Impairments Discusses the company's policies and charges related to the impairment of long-lived assets and goodwill - The company recorded $200 thousand in noncash impairment charges for long-lived assets (leasehold improvements) for the twenty-six weeks ended August 2, 2025, down from $300 thousand in the prior year4546 - Goodwill balance remained at $59,700 thousand as of August 2, 2025, with accumulated impairment losses of $137,300 thousand47 Intangible Assets (in thousands) | Asset Type | August 2, 2025 Carrying Amount | February 1, 2025 Carrying Amount | | :-------------------- | :----------------------------- | :------------------------------- | | Trade name | $34,000 | $34,000 | | Customer relationships | $24,669 | $27,015 | | Total intangible assets | $58,669 | $61,015 | 5. Debt Provides information on the company's long-term debt, credit facilities, and related financial covenants Long-Term Debt (in thousands) | Debt Type | August 2, 2025 Balance Sheet | February 1, 2025 Balance Sheet | | :-------------------------- | :--------------------------- | :----------------------------- | | Net long-term debt (Term Loan) | $70,016 | $69,419 | - The company made voluntary principal prepayments totaling $85,400 thousand on the Term Loan Credit Agreement in Fiscal Year 2024, resulting in a $8,600 thousand loss on extinguishment of debt5556 - As of August 2, 2025, the remaining Term Loan principal balance is $74,300 thousand, due at maturity on May 8, 2028, with no further quarterly payments required56 - The company had $35,700 thousand in available borrowing capacity under its $40.0 million ABL Facility as of August 2, 2025, with $4,300 thousand outstanding in letters of credit59 6. Fair Value Measurements Explains the methodologies and inputs used to determine the fair value of financial instruments Fair Value of Debt (in thousands) | Metric | August 2, 2025 Carrying Value | August 2, 2025 Fair Value (Level 2) | | :-------------------------------- | :---------------------------- | :---------------------------------- | | Total debt | $70,016 | $73,194 | | | | | | Metric | February 1, 2025 Carrying Value | February 1, 2025 Fair Value (Level 2) | | :-------------------------------- | :---------------------------- | :---------------------------------- | | Total debt | $69,419 | $73,968 | - The fair value of debt instruments is obtained based on observable market prices for similar instruments (Level 2 inputs)64 - Other financial instruments like cash, accounts receivable, and accounts payable approximate fair value due to their short-term maturities65 7. Income Taxes Presents the company's income tax provision, effective tax rates, and significant tax-related considerations Income Tax Provision and Effective Tax Rates | Period | Income Tax Provision (in thousands) | Effective Tax Rate | | :-------------------------------- | :-------------------------------- | :----------------- | | Thirteen Weeks Ended Aug 2, 2025 | $4,033 | 27.7% | | Thirteen Weeks Ended Aug 3, 2024 | $3,075 | 27.3% | | Twenty-Six Weeks Ended Aug 2, 2025 | $9,002 | 28.8% | | Twenty-Six Weeks Ended Aug 3, 2024 | $9,303 | 27.2% | - The effective tax rates for both periods differ from the federal statutory rate of 21% primarily due to state and local income taxes and executive compensation limitations70 - The estimated impact of the One Big Beautiful Bill Act (OBBBA), enacted July 4, 2025, which includes accelerated cost recovery and immediate expensing of R&D costs, has been recognized as immaterial71 8. Shareholders' Equity Details changes in shareholders' equity, including stock issuance, repurchases, and dividend declarations - In June 2024, the company issued and sold 1,000,000 shares of common stock at $31.00 per share, generating net proceeds of $29,500 thousand, which were used for debt repayment and general corporate purposes737475 - The Board approved a $25,000 thousand share repurchase program in December 2024. As of August 2, 2025, the company repurchased 255,240 shares for $4,500 thousand, with $20,000 thousand remaining authorization7677 - The company declared quarterly cash dividends of $0.08 per share for the thirteen weeks ended August 2, 2025, and intends to continue quarterly dividends subject to market conditions and Board discretion798081 9. Net Income Per Share Calculates and presents basic and diluted net income per common share for the reported periods Net Income Per Common Share (in thousands, except per share data) | Metric | Thirteen Weeks Ended Aug 2, 2025 | Thirteen Weeks Ended Aug 3, 2024 | Twenty-Six Weeks Ended Aug 2, 2025 | Twenty-Six Weeks Ended Aug 3, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :--------------------------------- | :--------------------------------- | | Net income | $10,515 | $8,191 | $22,207 | $24,887 | | Weighted average common shares, basic | 15,254,411 | 14,906,662 | 15,284,442 | 14,581,796 | | Weighted average common shares, diluted | 15,297,083 | 15,098,301 | 15,344,019 | 14,746,749 | | Basic EPS | $0.69 | $0.55 | $1.45 | $1.71 | | Diluted EPS | $0.69 | $0.54 | $1.45 | $1.69 | - Basic EPS increased to $0.69 for the thirteen weeks ended August 2, 2025, from $0.55 in the prior year, but decreased to $1.45 for the twenty-six weeks from $1.7182 - Certain share-based awards were excluded from diluted EPS calculations due to their antidilutive effect82 10. Share-Based Payment Describes the company's share-based compensation plans and related accounting treatment - The Amended and Restated 2027 Omnibus Incentive Plan (A&R Plan) has 2,793,453 shares reserved for issuance, with 1,187,158 shares remaining for future issuance as of August 2, 202585 RSU Awards Activity (Twenty-Six Weeks Ended August 2, 2025) | Item | Number of RSUs | Weighted Average Grant Date Fair Value | | :-------------------------------- | :------------- | :------------------------------------- | | Unvested units outstanding at Feb 1, 2025 | 479,888 | $23.66 | | Granted | 427,832 | $15.84 | | Vested | (259,588) | $18.80 | | Forfeited | (60,590) | $26.46 | | Unvested units outstanding at Aug 2, 2025 | 587,542 | $19.89 | - As of August 2, 2025, total unrecognized compensation expense for unvested RSUs was $9,600 thousand (weighted-average service period of 1.9 years) and for unvested PSUs was $1,600 thousand (weighted-average service period of 1.8 years)8892 11. Related Party Transactions Discloses transactions and relationships with related parties, including significant stockholders and affiliates - TowerBrook Capital Partners, LP, the company's largest stockholder, no longer controls a majority of voting power, thus J.Jill no longer qualifies as a 'controlled company' under NYSE standards97 - The company incurred $400 thousand in costs under a consulting agreement with Elm St Advisors, LLC, a related party, during the twenty-six weeks ended August 2, 202599 12. Commitments and Contingencies Outlines the company's contractual commitments and potential contingent liabilities from legal proceedings - The company is subject to various legal proceedings in the ordinary course of business and establishes reserves for probable and estimable losses100 13. Segment Reporting Provides financial information by operating segment and explains the basis for segment aggregation - The company operates through two operating segments, Retail and Direct, which are aggregated into a single reportable segment due to similar economic characteristics and shared resources101 - The Chief Executive Officer (CODM) primarily uses net income to assess performance, analyze shopping behaviors, and allocate resources102 Segment Financial Information (in thousands) | Metric | Thirteen Weeks Ended Aug 2, 2025 | Thirteen Weeks Ended Aug 3, 2024 | Twenty-Six Weeks Ended Aug 2, 2025 | Twenty-Six Weeks Ended Aug 3, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :--------------------------------- | :--------------------------------- | | Net sales | $153,987 | $155,242 | $307,611 | $316,755 | | Costs of goods sold | $48,630 | $45,848 | $91,897 | $89,624 | | Selling expenses | $48,794 | $46,694 | $96,568 | $91,804 | | Marketing expenses | $12,097 | $11,794 | $26,336 | $26,141 | | General and administrative expenses | $18,877 | $20,719 | $39,886 | $41,836 | | Net income | $10,515 | $8,191 | $22,207 | $24,887 | Geographic Information Details the geographic distribution of the company's assets and sales activities - All of the company's identifiable assets are located in the United States, and sales outside the U.S. are immaterial104 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial condition and results of operations, discussing key factors affecting performance, how performance is assessed, detailed comparisons of financial results for the thirteen and twenty-six weeks ended August 2, 2025, liquidity and capital resources, critical accounting policies, and forward-looking statements Overview Provides a general introduction to the company's business, brand, and operational structure - J.Jill is a national lifestyle brand offering apparel, footwear, and accessories through 247 stores and an e-commerce platform, headquartered outside Boston108 Factors Affecting Our Operating Results Discusses key external and internal factors influencing the company's financial performance and operational outcomes - Operating results are influenced by overall economic trends (consumer confidence, inflation), consumer preferences and fashion trends, intense retail competition, and the success of strategic initiatives like e-commerce and information system upgrades109110111112 - Pricing, merchandise mix, supply chain issues, and potential changes in tax laws or tariffs (especially on imported goods) also significantly impact financial performance113114115 How We Assess the Performance of Our Business Explains the key financial and operational metrics used by management to evaluate business performance - Key performance metrics include Net sales (impacted by customer base, product assortment, marketing, and omnichannel migration), Total company comparable sales (excluding new store openings/closures), Number of stores, Gross profit, Costs of goods sold (COGS), Selling, general and administrative (SG&A) expenses, and Adjusted EBITDA116117118119120121123125 - Adjusted EBITDA is a non-GAAP measure used by management to assess operating performance, for planning and forecasting, and for evaluating actual results against expectations125 Reconciliation of Net Income to Adjusted EBITDA (in thousands) | Metric | Thirteen Weeks Ended Aug 2, 2025 | Thirteen Weeks Ended Aug 3, 2024 | Twenty-Six Weeks Ended Aug 2, 2025 | Twenty-Six Weeks Ended Aug 3, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :--------------------------------- | :--------------------------------- | | Net income | $10,515 | $8,191 | $22,207 | $24,887 | | Adjusted EBITDA | $25,589 | $30,187 | $52,924 | $65,834 | | Adjusted EBITDA margin | 16.6% | 19.4% | 17.2% | 20.8% | Results of Operations Analyzes the company's financial performance for the reported periods, comparing current results to prior periods Thirteen weeks ended August 2, 2025 Compared to Thirteen weeks ended August 3, 2024 Compares the company's financial performance for the thirteen-week periods, highlighting key changes and drivers Thirteen Weeks Financial Performance (in thousands) | Metric | Aug 2, 2025 | Aug 3, 2024 | $ Change | % Change | | :-------------------------------- | :---------- | :---------- | :------- | :------- | | Net sales | $153,987 | $155,242 | $(1,255) | (0.8)% | | Gross profit | $105,357 | $109,394 | $(4,037) | (3.7)% | | Selling, general and administrative expenses | $88,569 | $86,314 | $2,255 | 2.6% | | Operating income | $16,783 | $23,022 | $(6,239) | (27.1)% | | Net income | $10,515 | $8,191 | $2,324 | 28.4% | - Net sales decreased by 0.8% due to a 1.0% decline in total company comparable sales, driven by a higher markdown mix and increased promotional activities131 - Gross margin decreased to 68.4% from 70.5% due to a higher mix of markdown sales, higher full-price promotional rates, and increased tariffs133 - SG&A expenses increased by $2.3 million (2.6%), primarily due to higher outbound shipping costs, CEO transition costs, occupancy costs, and information systems costs, partially offset by lower compensation expenses134 Twenty-Six weeks ended August 2, 2025 Compared to Twenty-Six weeks ended August 3, 2024 Compares the company's financial performance for the twenty-six-week periods, highlighting key changes and drivers Twenty-Six Weeks Financial Performance (in thousands) | Metric | Aug 2, 2025 | Aug 3, 2024 | $ Change | % Change | | :-------------------------------- | :---------- | :---------- | :------- | :------- | | Net sales | $307,611 | $316,755 | $(9,144) | (2.9)% | | Gross profit | $215,714 | $227,131 | $(11,417)| (5.0)% | | Selling, general and administrative expenses | $179,657 | $175,426 | $4,231 | 2.4% | | Operating income | $35,845 | $51,394 | $(15,549)| (30.3)% | | Net income | $22,207 | $24,887 | $(2,680) | (10.8)% | | Interest expense | $5,522 | $10,160 | $(4,638) | (45.6)% | - Net sales decreased by 2.9% due to a 3.5% decrease in total company comparable sales, driven by a decline in full-price mix and increased promotional activities143 - Gross margin decreased to 70.1% from 71.7% due to a higher mix of markdown sales, higher full-price promotional rates, and increased tariffs145 - Interest expense decreased significantly by 45.6% due to a lower debt balance following voluntary prepayments on the Term Loan Credit Agreement150 Liquidity and Capital Resources Examines the company's ability to generate and manage cash, including sources of liquidity and capital allocation strategies - Primary liquidity sources are cash and cash equivalents from operating activities and availability under the ABL Facility. As of August 2, 2025, the company had $45,500 thousand in cash and $35,700 thousand available under its $40.0 million ABL Facility153 - The company believes its liquidity is sufficient to meet business needs, make voluntary prepayments, pay dividends, and repurchase shares for the next 12 months and foreseeable future155 Cash Flow Summary (in thousands) | Activity | Twenty-Six Weeks Ended Aug 2, 2025 | Twenty-Six Weeks Ended Aug 3, 2024 | | :-------------------------------- | :--------------------------------- | :--------------------------------- | | Net cash provided by operating activities | $24,698 | $37,880 | | Net cash used in investing activities | $(5,476) | $(4,560) | | Net cash used in financing activities | $(9,126) | $(67,026) | - Net cash provided by operating activities decreased by $13,200 thousand, primarily due to lower net income and changes in operating assets and liabilities, including a decrease in accounts payable and accrued expenses161 - Net cash used in financing activities significantly decreased due to the absence of large Term Loan prepayments and common stock issuance seen in the prior year, with current period uses primarily for share repurchases and dividends165 Critical Accounting Policies and Significant Estimates Highlights accounting policies and estimates requiring significant judgment and impacting financial reporting - Key accounting estimates involve revenue recognition (gift card breakage, merchandise returns), inventory valuation, impairment assessments for goodwill and long-lived assets, and estimating incurred but not reported (IBNR) claims173 - Effective March 2025, the company revised its methodology for estimating the Direct sales returns reserve, transitioning to a curve-based model and reducing the allowable return window174 - No significant changes to critical accounting policies and estimates were reported as of the filing date, other than the change in the direct returns reserve methodology175 Special Note Regarding Forward-Looking Statements Provides a cautionary statement about forward-looking information and inherent risks and uncertainties - The report contains forward-looking statements subject to known and unknown risks, uncertainties, and other important factors that may cause actual results to differ materially176177 - Readers are cautioned not to place undue reliance on these statements, which reflect views only as of the report date, and the company undertakes no obligation to update them178 Item 3. Quantitative and Qualitative Disclosures About Market Risk This section states that there have been no material changes in the company's exposure to market risk during the second quarter of Fiscal Year 2025 - No material changes in market risk exposure occurred during the second quarter of Fiscal Year 2025179 Item 4. Controls and Procedures This section confirms the effectiveness of the company's disclosure controls and procedures and reports no material changes to internal control over financial reporting during the second quarter of Fiscal Year 2025 - Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of August 2, 2025180181 - No changes to the company's internal control over financial reporting occurred during the second quarter of Fiscal Year 2025 that materially affected, or are reasonably likely to materially affect, internal control over financial reporting182 PART II. OTHER INFORMATION This section covers legal proceedings, risk factors, equity sales, and other miscellaneous disclosures Item 1. Legal Proceedings This section refers to Note 12 of the condensed consolidated financial statements for information regarding legal proceedings - Information on legal proceedings as of August 2, 2025, is provided in Note 12. Commitments and Contingencies184 Item 1A. Risk Factors This section states that there have been no material changes to the risk factors previously disclosed in the company's 2024 Annual Report - No material changes to the risk factors previously disclosed in the 2024 Annual Report have occurred as of the date of this Quarterly Report185 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details the company's share repurchase activity during the thirteen weeks ended August 2, 2025 Share Repurchase Activity (Thirteen Weeks Ended August 2, 2025) | Period | Total Number of Shares Purchased | Average Price Paid per Share | Approximate Dollar Value Remaining Under Program | | :------------------------ | :----------------------------- | :--------------------------- | :----------------------------------------------- | | May 4, 2025 - May 31, 2025 | — | $— | $20,957,463 | | June 1, 2025 - July 5, 2025 | 57,000 | $14.42 | $20,135,478 | | July 6, 2025 - August 2, 2025 | 11,440 | $15.56 | $19,957,496 | | Total | 68,440 | | | - As of August 2, 2025, the company had $20,000 thousand of availability remaining under its $25,000 thousand share repurchase authorization186 Item 3. Defaults Upon Senior Securities This section states that there were no defaults upon senior securities - There were no defaults upon senior securities188 Item 4. Mine Safety Disclosures This section indicates that mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable189 Item 5. Other Information This section reports that no director or officer adopted or terminated any Rule 10b5-1 trading arrangements during the quarter - No director or officer adopted or terminated any Rule 10b5-1(c) trading arrangements during the quarter ended August 2, 2025190 Item 6. Exhibits This section lists the exhibits filed as part of the Quarterly Report, including certificates of incorporation, bylaws, certifications, and XBRL documents - The exhibit index includes Certificate of Incorporation, Bylaws, Certifications of Principal Executive and Financial Officers, and Inline XBRL documents191192194 Signatures This section contains the signatures of the authorized officers, certifying the filing of the report - The report is signed by Mary Ellen Coyne, Chief Executive Officer, President and Director, and Mark Webb, Executive Vice President, Chief Financial and Operating Officer, on September 3, 2025198