JOAN / JOANN Inc. - Documents déposés auprès de la SEC, rapport annuel, procuration

JOANN Enters New Era of Creativity Poised to Serve the Sewing, Craft and DIY Industry with Lowest Level of Debt in More than a Decade

EX-99.1 Exhibit 99.1 JOANN Enters New Era of Creativity Poised to Serve the Sewing, Craft and DIY Industry with Lowest Level of Debt in More than a Decade Apr 30, 2024 HUDSON, Ohio, April 30, 2024 (GLOBE NEWSWIRE) — JOANN, the nation’s category leader in sewing and fabrics with one of the largest arts and crafts offerings, announced today it has successfully emerged from its court-supervised finan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40204 JOANN Inc. (Exact name of registrant as specified in its charter)

Amended and Restated Bylaws of JOANN Inc. (a Delaware corporation) Table of Contents Article I - Corporate Offices 3 1.1 Registered Office 3 1.2 Other Offices 3 Article II - Meetings of Stockholders 3 2.1 Place of Meetings 3 2.2 Annual Meeting 3 2.3

Exhibit 3.2 Amended and Restated Bylaws of JOANN Inc. (a Delaware corporation) Table of Contents Article I - Corporate Offices 3 1.1 Registered Office 3 1.2 Other Offices 3 Article II - Meetings of Stockholders 3 2.1 Place of Meetings 3 2.2 Annual Meeting 3 2.3 Special Meeting 4 2.4 Notice of Business to be Brought Before a Meeting 4 2.5 Notice of Nominations for Election to the Board of Directors

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION JOANN INC.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF JOANN INC. The name of the corporation is JOANN Inc., formerly known as Jo-Ann Stores Holdings Inc., (the “Corporation”). The Corporation was incorporated by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on September 19, 2012 (the “Certificate of Incorporation”). This Ame

CREDIT AGREEMENT Dated as of April 30, 2024 NEEDLE HOLDINGS LLC, as the Borrower, JOANN HOLDINGS 2, LLC, as Holdings, WILMINGTON SAVINGS FUND SOCIETY, FSB, as Administrative Agent, THE OTHER LENDERS PARTY HERETO

Exhibit 10.1 Execution Version CREDIT AGREEMENT Dated as of April 30, 2024 among NEEDLE HOLDINGS LLC, as the Borrower, JOANN HOLDINGS 2, LLC, as Holdings, WILMINGTON SAVINGS FUND SOCIETY, FSB, as Administrative Agent, and THE OTHER LENDERS PARTY HERETO Table of Contents Page ARTICLE I Definitions and Accounting Terms SECTION 1.01 Defined Terms 2 SECTION 1.02 Other Interpretive Provisions 44 SECTIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 25, 2024 JOANN Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 25, 2024 JOANN Inc. (Exact name of registrant as specified in its charter) Delaware 001-40204 46-1095540 (State or other jurisdiction of incorporation) (Commission File Number)

$600,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 30, 2024 JO-ANN STORES, LLC, as the Borrower, JOANN HOLDINGS 2, LLC, as Parent, NEEDLE HOLDINGS LLC, as Holdings, BANK OF AMERICA, N.A., as Administrative Agent, Collateral A

Exhibit 10.2 EXECUTION VERSION $600,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 30, 2024 among JO-ANN STORES, LLC, as the Borrower, JOANN HOLDINGS 2, LLC, as Parent, NEEDLE HOLDINGS LLC, as Holdings, BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent and Issuer, 1903P LOAN AGENT, LLC, as FILO Documentation Agent, and THE OTHER LENDERS AND ISSUERS PARTY HERE

As filed with the Securities and Exchange Commission on April 15, 2024

As filed with the Securities and Exchange Commission on April 15, 2024 Registration No.

As filed with the Securities and Exchange Commission on April 15, 2024

As filed with the Securities and Exchange Commission on April 15, 2024 Registration No.

As filed with the Securities and Exchange Commission on April 15, 2024

As filed with the Securities and Exchange Commission on April 15, 2024 Registration No.

As filed with the Securities and Exchange Commission on April 15, 2024

As filed with the Securities and Exchange Commission on April 15, 2024 Registration No.

As filed with the Securities and Exchange Commission on April 15, 2024

As filed with the Securities and Exchange Commission on April 15, 2024 Registration No.

As filed with the Securities and Exchange Commission on April 15, 2024

As filed with the Securities and Exchange Commission on April 15, 2024 Registration No.

EX-99.25

Delisting Determination, The Nasdaq Stock Market, LLC, April 9, 2024, JOANN, Inc. The Nasdaq Stock Market LLC (the Exchange) has determined to remove from listing the securities of JOANN, Inc., effective at the opening of the trading session on April 19, 2024. Based on review of information provided by the Company, Nasdaq Staff determined that the Company no longer qualified for listing on the Exc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 20, 2024 JOANN Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 20, 2024 JOANN Inc. (Exact name of registrant as specified in its charter) Delaware 001-40204 46-1095540 (State or other jurisdiction of incorporation) (Commission File Number)

[Remainder of Page Intentionally Left Blank]

EX-10.2 Exhibit 10.2 March 15, 2024 Private and Confidential Jo-Ann Stores, LLC 5555 Darrow Road Hudson, OH 44236 Attention: Scott Sekella, Chief Financial Officer $500 million Senior Secured Asset-Based Revolving Facility Commitment Letter Ladies and Gentlemen: Jo-Ann Stores, LLC (the “Company” or “you”) has (i) advised the parties listed on the signature pages hereto (each, a “Revolving Credit L

Disclaimer Notice to and Undertaking by Recipients This Presentation does not constitute an offer to sell or the solicitation of an offer to buy any security. The information contained herein is for informational purposes and may not be relied upon i

EX-99.2 JOANN Cleansing Materials March 2024 Exhibit 99.2 Disclaimer Notice to and Undertaking by Recipients This Presentation does not constitute an offer to sell or the solicitation of an offer to buy any security. The information contained herein is for informational purposes and may not be relied upon in connection with the purchase or sale of any security. Forward-Looking Statements This pres

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 15, 2024 JOANN Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 15, 2024 JOANN Inc. (Exact name of registrant as specified in its charter) Delaware 001-40204 46-1095540 (State or other jurisdiction of incorporation) (Commission File Number)

JOANN INC., ET AL. TRANSACTION SUPPORT AGREEMENT March 15, 2024

EX-10.1 Exhibit 10.1 JOANN INC., ET AL. TRANSACTION SUPPORT AGREEMENT March 15, 2024 THIS TRANSACTION SUPPORT AGREEMENT AND THE DOCUMENTS ATTACHED TO THIS TRANSACTION SUPPORT AGREEMENT COLLECTIVELY DESCRIBE A PROPOSED RESTRUCTURING AND RECAPITALIZATION OF JOANN INC., A DELAWARE CORPORATION, AND CERTAIN OF ITS SUBSIDIARIES ON THE TERMS AND CONDITIONS SET FORTH ON EXHIBIT B ATTACHED TO THIS AGREEMEN

SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT Dated as of March [•], 2024 NEEDLE HOLDINGS LLC, as the Borrower, a Debtor and a Debtor-in-Possession JOANN INC., as Holdings, a Debtor and a Debtor-in-Possession, WILMINGTON SAVINGS

EX-10.4 Exhibit 10.4 SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT Dated as of March [•], 2024 among NEEDLE HOLDINGS LLC, as the Borrower, a Debtor and a Debtor-in-Possession JOANN INC., as Holdings, a Debtor and a Debtor-in-Possession, WILMINGTON SAVINGS FUND SOCIETY, FSB, as DIP Agent, and THE OTHER LENDERS PARTY HERETO Table of Contents Page ARTICLE I DEFINITIONS AND ACCOU

Form of Retention Bonus Agreement

EX-10.5 Exhibit 10.5 Form of Retention Bonus Agreement This Retention Bonus Agreement (this “Agreement”), dated as of (the “Effective Date”), is entered into by and between Jo-Ann Stores, LLC (“JOANN”), and (“you” or the “Executive”). Thank You This Retention Bonus (as defined below) is being offered to thank you for your continued hard work and commitment to JOANN. Retention Bonus Executive is el

JOANN Enters into Agreement to Reduce Debt and Receive $132 Million in New Capital and Related Financial Accommodations with Strong Support of Key Financial and Industry Stakeholders Stores and JOANN.com Remain Open; Company Continues to Operate as U

EX-99.1 Exhibit 99.1 JOANN Enters into Agreement to Reduce Debt and Receive $132 Million in New Capital and Related Financial Accommodations with Strong Support of Key Financial and Industry Stakeholders Stores and JOANN.com Remain Open; Company Continues to Operate as Usual Vendors, Landlords and Other General Unsecured Creditors Are Unimpaired Company Expects to Reduce Approximately $505 Million

$100 million Senior Secured FILO Facility Commitment Letter

EX-10.3 Exhibit 10.3 March 15, 2024 Private and Confidential Jo-Ann Stores, LLC 5555 Darrow Road Hudson, OH 44236 Attention: Scott Sekella, Chief Financial Officer $100 million Senior Secured FILO Facility Commitment Letter Ladies and Gentlemen: Jo-Ann Stores, LLC (the “Company” or “you”) has (i) advised the parties listed on the signature pages hereto (each, a “FILO Lender” and, collectively, the

Retention Bonus Agreement

EX-10.3 Exhibit 10.3 Retention Bonus Agreement This Retention Bonus Agreement (this “Agreement”), dated as of March 8, 2024 (the “Effective Date”), is entered into by and between Jo-Ann Stores, LLC (“JOANN”), and Scott Sekella (“you” or the “Executive”). Thank You This Retention Bonus (as defined below) is being offered to thank you for your continued hard work and commitment to JOANN. Retention B

INDEMNIFICATION AGREEMENT

EX-10.2 Exhibit 10.2 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of March 13, 2024 between JOANN Inc., a Delaware corporation (the “Company”), and Pamela Corrie (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve companies as directors or officers unless they are provided with adequate protection through i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 8, 2024 JOANN Inc. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 8, 2024 JOANN Inc. (Exact name of registrant as specified in its charter) Delaware 001-40204 46-1095540 (State or other jurisdiction of incorporation) (Commission File Number) (

February 25, 2024

EX-10.1 Exhibit 10.1 February 25, 2024 Pamela Corrie 400 Old Sib Road Ridgefield CT 06877 Dear Pamela: I am pleased to inform you that the Board of Directors (the “Board”) of JOANN Inc. (the “Company”) is extending an invitation to you to join the Board. 1. You will serve as an independent director, as such term has been construed in accordance with Delaware law. By signing this letter agreement (

JOAN / JOANN Inc. / Capital Research Global Investors - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* JOANN Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 47768J101 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 22, 2023 JOANN Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 22, 2023 JOANN Inc. (Exact name of registrant as specified in its charter) Delaware 001-40204 46-1095540 (State or other jurisdiction of incorporation) (Commission File Numbe

Calculation of Filing Fee Tables Form S-8 (Form Type) JOANN Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Of

EXHIBIT 107 Calculation of Filing Fee Tables Form S-8 (Form Type) JOANN Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.01 per share

As filed with the Securities and Exchange Commission on December 14, 2023

S-8 As filed with the Securities and Exchange Commission on December 14, 2023 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 28, 2023 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: 001-40204 JOANN I

General Release, dated September 13, 2023, by and between JOANN Inc. and Thomas Dryer.

EXHIBIT 10.3 GENERAL RELEASE This General Release (this “Release”) is entered into by and between Thomas Dryer (“Officer”) and JOANN Inc. (the “Company”) (collectively, the “Parties”) as of the 13th day of September, 2023. NOW, THEREFORE, and in consideration of the mutual promises contained herein, and for other good and valuable consideration, the adequacy and sufficiency of which are hereby ack

Separation Agreement and Release, dated September 15, 2023, by and between JOANN Inc. and Janet Duliga.

EXHIBIT 10.4 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (this “Separation Agreement”), by and between JOANN Inc. (the “Company”) and Janet Duliga (“you” and similar words), sets forth certain terms of your separation from the Company and its subsidiaries (including certain requirements under your Agreement, dated as of October 30, 2020, with Jo-Ann Stores, LLC (“Jo-Ann

Form of Restricted Stock Unit Grant Notice and Award Agreement (employees) under the JOANN Inc. 2021 Equity Incentive Plan (Amended and Restated Effective February 27, 2023) (starting September 2023).

EXHIBIT 10.2 JOANN INC. 2021 EQUITY INCENTIVE PLAN (Amended and Restated Effective February 27, 2023) Restricted Stock Unit Grant Notice Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the JOANN Inc. 2021 Equity Incentive Plan (amended and restated effective February 27, 2023, the “Plan”) of JOANN Inc. (t

Form of Stock Option Grant Notice and Award Agreement under the JOANN Inc. 2021 Equity Incentive Plan (Amended and Restated Effective February 27, 2023) (starting September 2023).

EXHIBIT 10.1 JOANN INC. 2021 EQUITY INCENTIVE PLAN (Amended and Restated Effective February 27, 2023) STOCK OPTION GRANT NOTICE Capitalized terms not specifically defined in this Stock Option Grant Notice (the “Grant Notice”) have the meanings given to them in the JOANN Inc. 2021 Equity Incentive Plan (amended and restated effective February 27, 2023, the “Plan”) of JOANN Inc. (the “Company”). The

JOANN ANNOUNCES THIRD QUARTER FISCAL 2024 RESULTS AND INCREASES TOP-LINE FULL YEAR OUTLOOK

Exhibit 99.1 JOANN ANNOUNCES THIRD QUARTER FISCAL 2024 RESULTS AND INCREASES TOP-LINE FULL YEAR OUTLOOK • Net sales totaled $539.8 million; eCommerce sales up 11.5% to last year • Gross profit of $282.1 million increased 0.4% compared to the third quarter of last year • 52.3% gross margin, a 240-basis point year-over-year improvement • Line of sight to now deliver $225 million in targeted annual c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 4, 2023 JOANN Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 4, 2023 JOANN Inc. (Exact name of registrant as specified in its charter) Delaware 001-40204 46-1095540 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 19, 2023 JOANN Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 19, 2023 JOANN Inc. (Exact name of registrant as specified in its charter) Delaware 001-40204 46-1095540 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 12, 2023 JOANN Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 12, 2023 JOANN Inc. (Exact name of registrant as specified in its charter) Delaware 001-40204 46-1095540 (State or other jurisdiction of incorporation) (Commission File Numb

Separation Agreement and Release, dated May 8, 2023, by and between JOANN Inc. and Wade Miquelon.

EXHIBIT 10.4 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (this “Separation Agreement”), by and between JOANN Inc. (the “Company”) and Wade Miquelon (“you” and similar words), sets forth certain terms of your separation from the Company and its subsidiaries (including certain requirements under your Amended and Restated Severance Agreement, dated as of February 3, 2019, w

Agreement, dated July 12, 2023, between JO-ANN STORES, LLC and John Stalcup.

Exhibit 10.5 AGREEMENT THIS AGREEMENT (“Agreement”) is made as of the 12th day of July, 2023 (the “Effective Date”) between JO-ANN STORES, LLC, an Ohio limited liability company (the “Company”), and John Stalcup (“Executive”). The Company is entering into this Agreement in recognition of the importance of Executive’s services to the continuity of management of the Company and based on its determin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 29, 2023 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: 001-40204 JOANN Inc.

JOANN ANNOUNCES SECOND QUARTER FISCAL 2024 RESULTS AND UPDATES FULL YEAR OUTLOOK

Exhibit 99.1 JOANN ANNOUNCES SECOND QUARTER FISCAL 2024 RESULTS AND UPDATES FULL YEAR OUTLOOK • Net sales totaled $453.8 million continuing the trend of year-over-year sequential improvement in comparable sales • Gross profit of $232.0 million increased 8.0% compared to the second quarter of last year. • 51.1% gross margin, a 470-basis point year-over-year improvement • Line of sight to over deliv

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 28, 2023 JOANN Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 28, 2023 JOANN Inc. (Exact name of registrant as specified in its charter) Delaware 001-40204 46-1095540 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 20, 2023 JOANN Inc. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 20, 2023 JOANN Inc. (Exact name of registrant as specified in its charter) Delaware 001-40204 46-1095540 (State or other jurisdiction of incorporation) (Commission File Number) (

JOAN / JOANN Inc / Green Equity Investors CF, L.P. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* JOANN Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 47768J 101 (CUSIP Number) Jennifer Bellah Maguire Gibson, Dunn & Crutcher LLP 333 South Grand Avenue Los Angeles, California 90071-3197 (213) 229-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 27, 2023 JOANN Inc. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 27, 2023 JOANN Inc. (Exact name of registrant as specified in its charter) Delaware 001-40204 46-1095540 (State or other jurisdiction of incorporation) (Commission File Number) (

As filed with the Securities and Exchange Commission on June 27, 2023

S-8 As filed with the Securities and Exchange Commission on June 27, 2023 Registration No.

JOANN Inc. 2021 Equity Incentive Plan (Amended and Restated Effective February 27, 2023)

EX-99.1 EXHIBIT 99.1 JOANN INC. 2021 EQUITY INCENTIVE PLAN (Amended and Restated Effective February 27, 2023) ARTICLE I PURPOSE The purpose of the Plan is to promote the success and enhance the value of JOANN Inc. (the “Company”) by linking the individual interests of Directors, Employees, and Consultants to those of Company stockholders and by providing such individuals with an incentive for outs

Calculation of Filing Fee Tables

Exhibit 107 EXHIBIT 107 Calculation of Filing Fee Tables Form S-8 (Form Type) JOANN Inc.

Calculation of Filing Fee Tables

EX-FILING FEES EXHIBIT 107 Calculation of Filing Fee Tables Form S-8 (Form Type) JOANN Inc.

As filed with the Securities and Exchange Commission on June 14, 2023

S-8 As filed with the Securities and Exchange Commission on June 14, 2023 Registration No.

Quarterly Report on Form 10-Q for the quarterly period ended April 29, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 29, 2023 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: 001-40204 JOANN Inc

JOANN ANNOUNCES FIRST QUARTER FISCAL 2024 RESULTS AND PROVIDES FULL YEAR OUTLOOK

Exhibit 99.1 JOANN ANNOUNCES FIRST QUARTER FISCAL 2024 RESULTS AND PROVIDES FULL YEAR OUTLOOK • Cash used for operations improved $88.4 million and free cash flow increased $89 million year over year • Net sales totaled $478.1 million • 52.1% gross margin on a GAAP basis, a 380-basis point year-over-year improvement • Identified $200 million in targeted annual cost reductions under Focus, Simplify

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 5, 2023 JOANN Inc. (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 5, 2023 JOANN Inc. (Exact name of registrant as specified in its charter) Delaware 001-40204 46-1095540 (State or other jurisdiction of incorporation) (Commission File Number) (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT JOANN Inc. (Exact name of registrant as specified in its charter) Delaware 001-40204 46-1095540 (State or other jurisdiction of incorporatio

SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT JOANN Inc. (Exact name of registrant as specified in its charter) Delaware 001-40204 46-1095540 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 5555 Darrow Road Hudson, Ohio 44236 44236 (Address of principal execu

Conflict Minerals Report of JOANN Inc.

EX-1.01 Exhibit 1.01 JOANN Inc. Conflict Minerals Report For the reporting period from January 1, 2022 to December 31, 2022 Conflict Minerals Disclosure This Conflict Minerals Report (this “Report”) of JOANN Inc. (including its consolidated subsidiaries, the “Company”) has been prepared pursuant to Rule 13p-1 and Form SD promulgated under the Securities Exchange Act of 1934 for the reporting perio

Form of Stock Option Grant Notice and Award Agreement under the JOANN Inc. 2021 Equity Incentive Plan (Amended and Restated Effective February 27, 2023) (for grants made in February 2023) (incorporated herein by reference to Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A (Commission File No. 001-40204) filed on May 15, 2023)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2023 JOANN Inc. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2023 JOANN Inc. (Exact name of registrant as specified in its charter) Delaware 001-40204 46-1095540 (State or other jurisdiction of incorporation) (Commission File Number) (IR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JANUARY 28, 2023 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 001-40204 JOANN Inc. (Exact name of r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 23, 2023 JOANN Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 23, 2023 JOANN Inc. (Exact name of registrant as specified in its charter) Delaware 001-40204 46-1095540 (State or other jurisdiction of incorporation) (Commission File Number)

JOANN ANNOUNCES FOURTH QUARTER AND FULL YEAR FISCAL 2023 RESULTS

Exhibit 99.1 JOANN ANNOUNCES FOURTH QUARTER AND FULL YEAR FISCAL 2023 RESULTS • Topline sales gained momentum post-Black Friday, improving sequentially through the fourth quarter including positive total comparable sales in January 2023 • Fiscal 2023 year-end inventories down 11% compared to last year with a clearance position less than 5% • Cost headwinds are becoming tailwinds through on-going p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 10, 2023 JOANN Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 10, 2023 JOANN Inc. (Exact name of registrant as specified in its charter) Delaware 001-40204 46-1095540 (State or other jurisdiction of incorporation) (Commission File Number)

Third Amendment, dated as of March 10, 2023, by and among Jo-Ann Stores, LLC, Needle Holdings LLC, each of the Guarantors, each of the lenders party thereto, Bank of America, N.A., as administrative agent and collateral agent for the lenders and 1903P Loan Agent, LLC, as FILO Documentation Agent

Exhibit 10.1 EXECUTION VERSION THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of March 10, 2023 by and among JO-ANN STORES, LLC, an Ohio limited liability company (the “Borrower”), NEEDLE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the other Loan Parties party hereto, the FILO Lender

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 29, 2022 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: 001-40204 JOANN I

Form of Stock Option Grant Notice and Award Agreement under the JOANN Inc. 2021 Equity Incentive Plan (starting August 2022)

JOANN ANNOUNCES THIRD QUARTER FISCAL 2023 RESULTS

Exhibit 99.1 JOANN ANNOUNCES THIRD QUARTER FISCAL 2023 RESULTS ? 7.9% decline in net sales accompanied by a strong 8% increase in Halloween item performance ? Targeting $200 million of cost savings from lower supply chain, product costs, and other operating expenses to maximize cash generation and liquidity in a challenging macro environment ? Pausing quarterly dividend to improve operational flex

JOANN Inc. 2021 Employee Stock Purchase Plan (amended and restated on October 11, 2022)

EX-10.5 6 joan-ex105.htm EX-10.5 Exhibit 10.5 JOANN Inc. 2021 Employee Stock Purchase Plan (Amended and Restated as of October 11, 2022) Article I PURPOSE The purposes of this JOANN Inc. 2021 Employee Stock Purchase Plan (as it may be amended or restated from time to time, the “Plan”) are to assist Eligible Employees of JOANN Inc., a Delaware corporation (the “Company”), and its Designated Subsidi

Notice of Amendment to Restricted Stock Unit Agreement(s), effective August 17, 2022, under the JOANN Inc. 2021 Equity Incentive Plan.

EX-10.4 5 joan-ex104.htm EX-10.4 Exhibit 10.4 JOANN INC. Notice of Amendment to Restricted Stock Unit Agreement(s) Introduction You are receiving this notice (“Notice”) because you have been identified by JOANN Inc. (the “Company”) as a holder (“Holder”), as of August 17, 2022, of one or more outstanding restricted stock units awards granted prior to August 17, 2022 under the JOANN Inc. 2021 Equit

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 12, 2022 JOANN Inc. (Exact name of registrant as specified in its charter) Delaware 001-40204 46-1095540 (State or other jurisdiction of incorporation) (Commission File Numbe

Notice of Amendment to Stock Option Agreement(s), effective August 17, 2022, under the Stock Option Plan of Jo-Ann Stores Holdings Inc. and/or JOANN Inc. 2021 Equity Incentive Plan

EX-10.3 4 joan-ex103.htm EX-10.3 Exhibit 10.3 JOANN INC. Notice of Amendment to Stock Option Agreement(s) Introduction You are receiving this notice (“Notice”) because you have been identified by JOANN Inc. (the “Company”) as, as of August 17, 2022 (the “Effective Date”), a holder (“Holder”) of one or more outstanding stock options (“Outstanding Stock Options”) granted prior to the Effective Date

Severance Agreement by and between Jo-Ann Stores, LLC and Scott Sekella

Form of Restricted Stock Unit Grant Notice and Award Agreement (employees) under the JOANN Inc. 2021 Equity Incentive Plan (starting August 2022)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 30, 2022 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: 001-40204 JOANN Inc.

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 30, 2022 JOANN Inc. (Exact name of registrant as specified in its charter) Delaware 001-40204 46-1095540 (State or other jurisdiction of incorporation) (Commission File Number)

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 1, 2022 JOANN Inc. (Exact name of registrant as specified in its charter) Delaware 001-40204 46-1095540 (State or other jurisdiction of incorporation) (Commission File Numbe

JOANN ANNOUNCES SECOND QUARTER FISCAL 2023 RESULTS

Exhibit 99.1 JOANN ANNOUNCES SECOND QUARTER FISCAL 2023 RESULTS ? Comparable store sales decreased by 6.2% with sequential improvement throughout the quarter ? Digital sales grew 2% versus second quarter fiscal 2022, with penetration exceeding 12% of total sales ? Company anticipates significant debt reduction by fiscal 2023 year-end HUDSON, OH (September 1, 2022) ? JOANN Inc. (NASDAQ: JOAN) (?JOA

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 19, 2022 JOANN Inc. (Exact name of registrant as specified in its charter) Delaware 001-40204 46-1095540 (State or other jurisdiction of incorporation) (Commission File Number)

JOANN Declares Quarterly Dividend and Schedules Second Quarter Fiscal 2023 Conference Call

Exhibit 99.1 JOANN Declares Quarterly Dividend and Schedules Second Quarter Fiscal 2023 Conference Call HUDSON, OH (August 19, 2022) ? The Board of Directors of JOANN (NASDAQ: JOAN) has declared a quarterly dividend of 11 cents per common share. The dividend is payable on September 23, 2022 to shareholders of record at the close of business on September 9, 2022. The Company also announced plans to

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 24, 2022 JOANN Inc. (Exact name of registrant as specified in its charter) Delaware 001-40204 46-1095540 (State or other jurisdiction of incorporation) (Commission File Number) (

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 15, 2022 JOANN Inc. (Exact name of registrant as specified in its charter) Delaware 001-40204 46-1095540 (State or other jurisdiction of incorporation) (Commission File Number) (

Calculation of Filing Fee Tables

EXHIBIT 107 Calculation of Filing Fee Tables Form S-8 (Form Type) JOANN Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.01 per share

As filed with the Securities and Exchange Commission on June 13, 2022

As filed with the Securities and Exchange Commission on June 13, 2022 Registration No.

JOANN Inc. 5555 Darrow Road Hudson, Ohio 44236

JOANN Inc. 5555 Darrow Road Hudson, Ohio 44236 June 13, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: JOANN Inc. Registration Statement on Form S-3 (File No. 333-265403) Ladies and Gentlemen: In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, JOA

Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of U.S. Bank Trust Company, National Association, as trustee under the indenture filed as Exhibit 4.2 above.

EX-25.1 5 d340227dex251.htm EX-25.1 Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified

Form of RSU Award Agreement to certain employees under the 2021 Equity Incentive Plan (effective February 2022)

Exhibit 10.1 JOANN INC. 2021 EQUITY INCENTIVE PLAN Restricted Stock Unit Grant Notice Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the ?Grant Notice?) have the meanings given to them in the JOANN Inc. 2021 Equity Incentive Plan (the ?Plan?) of JOANN Inc. (the ?Company?). The Company hereby grants to the participant listed below (?Participant?) the Restrict

Filing Fee Table.

EX-FILING FEES 6 d340227dexfilingfees.htm EX-FILING FEES EX-FILING FEES Calculation of Filing Fee Tables Form S-3 (Form Type) JOANN Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Off

As filed with the Securities and Exchange Commission on June 3, 2022

Table of Contents As filed with the Securities and Exchange Commission on June 3, 2022 Registration No.

Form of Indenture.

Exhibit 4.2 JOANN Inc. INDENTURE Dated as of , 20 U.S. Bank Trust Company, National Association Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 4 Section 1.4. Rules of Construction 5 ARTICLE II. THE SECURITIES 5 Section 2.1. Issuable in S

Form of RSU Award Agreement to non-employee directors under the 2021 Equity Incentive Plan (effective February 2022)

Exhibit 10.2 JOANN INC. 2021 EQUITY INCENTIVE PLAN Restricted Stock Unit Grant Notice Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the ?Grant Notice?) have the meanings given to them in the JOANN Inc. 2021 Equity Incentive Plan (the ?Plan?) of JOANN Inc. (the ?Company?). The Company hereby grants to the participant listed below (?Participant?) the Restrict

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2022 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: 001-40204 JOANN Inc

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 2, 2022 JOANN Inc. (Exact name of registrant as specified in its charter) Delaware 001-40204 46-1095540 (State or other jurisdiction of incorporation) (Commission File Number) (I

JOANN ANNOUNCES FIRST QUARTER FISCAL 2023 RESULTS

Exhibit 99.1 JOANN ANNOUNCES FIRST QUARTER FISCAL 2023 RESULTS ? The company continues to navigate challenged supply chains and inflationary environment ? First quarter sales totaled $498 million for a total comparable sales decline of 12.9% (following a 15.0% increase in the first quarter last year) ? First quarter gross margin of 48.3% was impacted by 580 bps of excess import supply chain costs.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 20, 2022 JOANN Inc. (Exact name of registrant as specified in its charter) Delaware 001-40204 46-1095540 (State or other jurisdiction of incorporation) (Commission File Number) (I

JOANN Declares Quarterly Dividend and Schedules First Quarter Fiscal 2023 Conference Call

Exhibit 99.1 JOANN Declares Quarterly Dividend and Schedules First Quarter Fiscal 2023 Conference Call HUDSON, OH (May 20, 2022) ? The Board of Directors of JOANN (NASDAQ: JOAN) has declared a quarterly dividend of 11 cents per common share. The dividend is payable on June 24, 2022 to shareholders of record at the close of business on June 10, 2022. The Company also announced plans to release its

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 17, 2022 JOANN Inc. (Exact name of registrant as specified in its charter) Delaware 001-40204 46-1095540 (State or other jurisdiction of incorporation) (Commission File Number) (I

Definitive Proxy Statement on Schedule 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

Second Amendment to Amended and Restated Credit Agreement, dated December 22, 2021, by and among Jo-Ann Stores, LLC, Needle Holdings LLC and Bank of America, N.A.

EXHIBIT 10.3 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this ?Amendment?) dated as of December 22, 2021 by and among: JO-ANN STORES, LLC, an Ohio limited liability company (the ?Borrower?), NEEDLE HOLDINGS LLC, a Delaware limited liability company (?Holdings?), the other Loan Parties party hereto, the Lenders party hereto, a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JANUARY 29, 2022 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 001-40204 JOANN Inc. (Exact name of r

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 17, 2022 JOANN Inc. (Exact name of registrant as specified in its charter) Delaware 001-40204 46-1095540 (State or other jurisdiction of incorporation) (Commission File Number)

JOANN ANNOUNCES FOURTH QUARTER AND FULL YEAR FISCAL 2022 RESULTS

Exhibit 99.1 JOANN ANNOUNCES FOURTH QUARTER AND FULL YEAR FISCAL 2022 RESULTS ? Fiscal 2022 revenue of $2.4 billion, reflecting comparable sales growth of 8.3% compared to Fiscal 2020 ? Net income of $56.7 million, compared to $212.3 million in Fiscal 2021 and a loss of $(546.6) million in Fiscal 2020 ? Two-year growth rate of 10% for gross profit and 14% for adjusted gross profit compared to Fisc

Thirteen Weeks Ended

March 1, 2022 CORRESPONDENCE VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.

JOANN Announces 10% Dividend Increase

Exhibit 99.1 JOANN Announces 10% Dividend Increase HUDSON, OH (February 24, 2022) ? The Board of Directors of JOANN (NASDAQ: JOAN) has voted to increase the quarterly dividend on the Company?s common shares by 10% to 11 cents per common share. ?Our dividend increase and our attractive dividend yield are integral to our capital allocation strategy,? said Matt Susz, JOANN?s chief financial officer.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 24, 2022 JOANN Inc. (Exact name of registrant as specified in its charter) Delaware 001-40204 46-1095540 (State or other jurisdiction of incorporation) (Commission File Numbe

JOAN / Joann Inc / Capital Research Global Investors - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* JOANN Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 47768J101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is f

1

February 7, 2022 CORRESPONDENCE VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 30, 2021 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: 001-40204 JOANN Inc.

JOANN ANNOUNCES THIRD QUARTER FISCAL YEAR 2022 RESULTS

Exhibit 99.1 JOANN ANNOUNCES THIRD QUARTER FISCAL YEAR 2022 RESULTS ? Net sales of $611.0 million, reflecting a total comparable sales growth of 8.0% on a two-year basis ? Net income of $22.8 million, an increase of $31.2 million compared to the third quarter of fiscal 2020 ? Adjusted EBITDA of $72.6 million, an 84% increase compared to the third quarter of fiscal 2020 HUDSON, OH (December 2, 2021

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 2, 2021 JOANN Inc. (Exact name of registrant as specified in its charter) Delaware 001-40204 46-1095540 (State or other jurisdiction of incorporation) (Commission File Number

JOANN Announces Dividend

Exhibit 99.1 JOANN Announces Dividend HUDSON, OH (November 19, 2021) ? The Board of Directors of JOANN (NASDAQ: JOAN) has declared a quarterly dividend of 10 cents per common share. The dividend is payable on December 29, 2021 to shareholders of record at the close of business December 15, 2021. About JOANN For more than 75 years, JOANN has inspired creativity in the hearts, hands, and minds of it

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 19, 2021 JOANN Inc. (Exact name of registrant as specified in its charter) Delaware 001-40204 46-1095540 (State or other jurisdiction of incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2021 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: 001-40204 JOANN Inc.

JOANN ANNOUNCES SECOND QUARTER FISCAL YEAR 2022 RESULTS

Exhibit 99.1 JOANN ANNOUNCES SECOND QUARTER FISCAL YEAR 2022 RESULTS ? Net sales of $496.9 million, a total comparable sales growth of 8.1% on a two-year basis ? Continued margin expansion driving gross profit dollar growth of 17.8% on a two-year basis ? Net income of $5.2 million or an increase of $173.0 million compared to the second quarter of fiscal 2020 ? Adjusted EBITDA of $23.5 million or a

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 2, 2021 JOANN Inc. (Exact name of registrant as specified in its charter) Delaware 001-40204 46-1095540 (State or other jurisdiction of incorporation) (Commission File Numbe

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 23, 2021 JOANN Inc. (Exact name of registrant as specified in its charter) Delaware 001-40204 46-1095540 (State or Other Jurisdiction of Incorporation) (Commission File Number)

JOANN Announces Dividend

Exhibit 99.1 JOANN Announces Dividend HUDSON, OH (August 23, 2021) ? The Board of Directors of JOANN (NASDAQ: JOAN) has declared a quarterly dividend of 10 cents per common share. The dividend is payable on September 24, 2021 to shareholders of record at the close of business September 10, 2021. About JOANN For more than 75 years, JOANN has inspired creativity in the hearts, hands, and minds of it

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 7, 2021 JOANN Inc. (Exact name of registrant as specified in its charter) Delaware 001-40204 46-1095540 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Amendment No. 2 to Credit Agreement, dated July 7, 2021, among Jo-Ann Stores, LLC, as borrower, Needle Holdings LLC and the other guarantor parties from time to time party thereto, and Bank of America, N.A., as administrative agent, collateral agent and lender

Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 2 TO CREDIT AGREEMENT AMENDMENT NO. 2, dated as of July 7, 2021 (this ?Amendment?), to the Credit Agreement, dated as of October 21, 2016 (as amended, supplemented or otherwise modified prior to the date hereof), among Jo-Ann Stores, LLC, an Ohio limited liability company (the ?Borrower?), Needle Holdings LLC, a Delaware limited liability company (?Hold

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 1, 2021 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: 001-40204 JOANN Inc.

JOANN ANNOUNCES FIRST QUARTER FISCAL YEAR 2022 RESULTS

EX-99.1 2 joan-ex99115.htm EX-99.1 Exhibit 99.1 JOANN ANNOUNCES FIRST QUARTER FISCAL YEAR 2022 RESULTS • Strong top line performance and significant expansion of gross margin • Revenue and total comparable sales both increased 15.0% over the same period last year • Net income increased $38.7 million to $15.1 million compared to the same period last year with diluted earnings per share (“EPS”) of $

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 3, 2021 JOANN Inc. (Exact name of registrant as specified in its charter) Delaware 001-40204 46-1095540 (State or other jurisdiction of incorporation) (Commission File Number) (I

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 21, 2021 JOANN Inc. (Exact name of registrant as specified in its charter) Delaware 001-40204 46-1095540 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

JOANN Inc. Announces Dividend in First Quarter Return to Public Market

EX-99.1 2 joan-ex99115.htm EX-99.1 Exhibit 99.1 JOANN Inc. Announces Dividend in First Quarter Return to Public Market Hudson, Ohio, May 21, 2021 - The Board of Directors of JOANN (NASDAQ: JOAN) has declared a quarterly dividend of 10 cents per common share. The dividend is payable June 25, 2021 to shareholders of record at the close of business June 11, 2021. The 1st Quarter dividend will be the

POWER OF ATTORNEY

EX-99.7.3 3 d96346dex9973.htm EX-7.3 Exhibit 7.3 POWER OF ATTORNEY Know all by these presents, that each of the undersigned hereby constitutes and appoints each of Cody L. Franklin, Andrew C. Goldberg, and Lance J.T. Schumacher, signing singly, as the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, di

Joint Filing Agreement

EX-99.7.2 2 d96346dex9972.htm EX-7.2 Exhibit 7.2 Joint Filing Agreement This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date and any further amendments thereto with respect to beneficial ownership by the undersigned of the Common Stock, par value $0.01 per share (the “Common Stock”) of Jo-Ann Stores Holdings Inc., a Delawar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* JOANN Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 47768J

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* JOANN Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 47768J 101 (CUSIP Number) Jennifer Bellah Maguire Gibson, Dunn & Crutcher LLP 333 South Grand Avenue Los Angeles, California 90071-3197 (213) 229-798

2021 Equity Incentive Plan of the Company

EX-10.14 3 joan-ex101480.htm EX-10.14 Exhibit 10.14 JOANN INC. 2021 EQUITY INCENTIVE PLAN ARTICLE 1. PURPOSE The purpose of the JOANN Inc. 2021 Equity Incentive Plan (as it may be amended or restated from time to time, the “Plan”) is to promote the success and enhance the value of JOANN Inc. (the “Company”) by linking the individual interests of Directors, Employees, and Consultants to those of Co

JOANN ANNOUNCES STRONG FOURTH FISCAL QUARTER & FULL FISCAL YEAR 2021 RESULTS

Exhibit 99.1 JOANN ANNOUNCES STRONG FOURTH FISCAL QUARTER & FULL FISCAL YEAR 2021 RESULTS ? Fiscal year net income of $212.3 million, with Adjusted EBITDA increasing 110.8% to $323.3 million and a total comparable sales increase of 23.5% ? Fourth quarter revenue and comparable sales increased 21% over the comparable period last year ? Omni-channel net sales grew by 194% in the quarter over the com

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JANUARY 30, 2021 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 001-40204 JOANN Inc. (Exact name of r

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 1, 2021 JOANN Inc. (Exact name of registrant as specified in its charter) Delaware 001-40204 46-1095540 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Exhibit 4.2

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 JOANN Inc.?s (the ?Company,? ?we,? ?our,? or ?us?) authorized capital stock consists of 200,000,000 shares of common stock, par value $0.01 per share (?Common Stock?), and 5,000,000 shares of preferred stock, par value $0.01 per share (?Preferred Stock?). We issued all sh

2021 Employee Stock Purchase Plan

Exhibit 10.18 JOANN Inc. 2021 Employee Stock Purchase Plan Article I. PURPOSE The purposes of this JOANN Inc. 2021 Employee Stock Purchase Plan (as it may be amended or restated from time to time, the ?Plan?) are to assist Eligible Employees of JOANN Inc., a Delaware corporation (the ?Company?), and its Designated Subsidiaries in acquiring a stock ownership interest in the Company pursuant to a pl

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 16, 2021 JOANN Inc. (Exact name of registrant as specified in its charter) Delaware 001-40204 46-1095540 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Amended and Restated Shareholders Agreement, dated March 16, 2021, among the Company and certain of its shareholders

Exhibit 10.1 AMENDED AND RESTATED STOCKHOLDERS AGREEMENT BY AND AMONG JOANN INC. AND THE INITIAL STOCKHOLDERS MARCH 16, 2021 TABLE OF CONTENTS Page SECTION I. DEFINITIONS 1 1.1 Drafting Conventions; No Construction Against Drafter 1 1.2 Defined Terms 2 SECTION II. REPRESENTATIONS AND WARRANTIES 4 2.1 Representations and Warranties of the Initial Stockholder 4 2.2 Representations and Warranties of

Amended and Restated Bylaws of the Company

Exhibit 3.2 Amended and Restated Bylaws of JOANN Inc. (a Delaware corporation) Table of Contents Article I - Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II - Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought Before a Meeting 1 2.5 Notice of Nominations for Election to the Board of Directors

Amended and Restated Certificate of Incorporation of the Company

EX-3.1 2 d74255dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF JOANN INC. The name of the corporation is JOANN Inc., formerly known as Jo-Ann Stores Holdings Inc., (the “Corporation”). The Corporation was incorporated by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on September 19, 2012 (the “Certific

- S-8

As filed with the Securities and Exchange Commission on March 17, 2021 Registration No.

10,937,500 Shares JOANN Inc. Common Stock

424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Statement No.

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 JOANN Inc. (Exact name of registrant as specified in its charter) Delaware 46-1095540 (State or incorporation or organization) (I.R.S. Employer Identification No.) 5555 Darrow Road Hudson, Ohio 442

* * * * *

Gregory P. Rodgers Direct Dial: (212) 906-2918 [email protected] 53rd at Third 885 Third Avenue New York, New York 10022-4834 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM /AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York March 10, 2021 Century City Orange County Chicago Paris Dubai Riyadh D?sseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai H

JOANN INC.

Issuer Free Writing Prospectus dated March 10, 2021 Filed Pursuant to Rule 433 under the Securities Act of 1933 Relating to the Preliminary Prospectus dated March 10, 2021 Registration Statement No.

- S-1/A

Table of Contents As filed with the Securities and Exchange Commission on March 10, 2021 Registration No.

JOANN Inc. 5555 Darrow Road Hudson, Ohio 44236

JOANN Inc. 5555 Darrow Road Hudson, Ohio 44236 March 9, 2021 VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Taylor Beech Dietrich King Amy Geddes Adam Phippen Re: JOANN Inc. Registration Statement on Form S-1, as amended (File No. 333-253121) Request for Acceleration of Effective Date L

March 9, 2021

March 9, 2021 VIA EDGAR TRANSMISSION BofA Securities, Inc. One Bryant Park New York, NY 10036 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010 United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Taylor Beech Dietrich King Amy Geddes Adam Phippen Re: JOANN Inc. Registration Statement on F

Form of Indemnification Agreement

Exhibit 10.18 INDEMNIFICATION AND ADVANCEMENT AGREEMENT This Indemnification and Advancement Agreement (this ?Agreement?) is made as of , 20 by and between JOANN Inc., a Delaware corporation (the ?Company?), and , [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (?Indemnitee?). This Agreement supersedes and replaces any and all previous Agreements bet

Non-Employee Director Compensation Policy of the Company

Exhibit 10.17 JOANN INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Non-employee members of the board of directors (the ?Board?) of JOANN Inc. (the ?Company?) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (this ?Policy?). The cash and equity compensation described in this Policy shall be paid or be made, as applicable, autom

Form of Amended and Restated Certificate of Incorporation of the Company, to be effective upon the consummation of this offering.

EX-3.1 3 d108458dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF JOANN INC. The name of the corporation is JOANN Inc. (the “Corporation”). The Corporation was incorporated by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on September 19, 2012 (the “Certificate of Incorporation”). This Amended and Restat

- S-1/A

Table of Contents As filed with the Securities and Exchange Commission on March 4, 2021 Registration No.

Form of RSU Award Agreement under the 2021 Equity Incentive Plan

Exhibit 10.14 JOANN INC. 2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the ?Grant Notice?) have the meanings given to them in the 2021 Equity Incentive Plan (as amended from time to time, the ?Plan?) of JOANN Inc. (the ?Company?). The Company hereby grants to the participant listed below (?Partic

Form of Amended and Restated Shareholders Agreement, to be effective upon the consummation of this offering.

EX-4.1 5 d108458dex41.htm EX-4.1 Exhibit 4.1 AMENDED AND RESTATED STOCKHOLDERS AGREEMENT BY AND AMONG JOANN INC. AND THE INITIAL STOCKHOLDERS [ 🌑 ], 2021 TABLE OF CONTENTS Page SECTION I. DEFINITIONS 1 1.1 Drafting Conventions; No Construction Against Drafter 1 1.2 Defined Terms 2 SECTION II. REPRESENTATIONS AND WARRANTIES 4 2.1 Representations and Warranties of the Initial Stockholder 4 2.2 Repr

Form of RSU Award Agreement under the 2021 Equity Incentive Plan

EX-10.15 10 d108458dex1015.htm EX-10.15 Exhibit 10.15 JOANN INC. 2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the 2021 Equity Incentive Plan (as amended from time to time, the “Plan”) of JOANN Inc. (the “Company”). The Company hereby grants

Form of Option Agreement under the 2021 Equity Incentive Plan

Exhibit 10.13 JOANN INC. 2021 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE Capitalized terms not specifically defined in this Stock Option Grant Notice (the ?Grant Notice?) have the meanings given to them in the 2021 Equity Incentive Plan (as amended from time to time, the ?Plan?) of JOANN Inc. (the ?Company?). The Company hereby grants to the participant listed below (?Participant?) the stock

Form of Underwriting Agreement.

EX-1.1 2 d108458dex11.htm EX-1.1 Exhibit 1.1 JOANN Inc. (a Delaware corporation) [●] Shares of Common Stock UNDERWRITING AGREEMENT Dated: March [●], 2021 JOANN INC. (a Delaware corporation) [●] Shares of Common Stock UNDERWRITING AGREEMENT March [●], 2021 BofA Securities, Inc. Credit Suisse Securities (USA) LLC as Representatives of the several Underwriters c/o BofA Securities, Inc. One Bryant Par

Form of 2021 Equity Incentive Plan of the Company, to be effective upon the consummation of this offering.

EX-10.12 7 d108458dex1012.htm EX-10.12 Exhibit 10.12 JOANN INC. 2021 EQUITY INCENTIVE PLAN ARTICLE 1. PURPOSE The purpose of the JOANN Inc. 2021 Equity Incentive Plan (as it may be amended or restated from time to time, the “Plan”) is to promote the success and enhance the value of JOANN Inc. (the “Company”) by linking the individual interests of Directors, Employees, and Consultants to those of C

Form of 2021 Employee Stock Purchase Plan, to be effective upon the consummation of this offering.

EX-10.16 11 d108458dex1016.htm EX-10.16 Exhibit 10.16 JOANN INC. 2021 EMPLOYEE STOCK PURCHASE PLAN ARTICLE I. PURPOSE The purposes of this JOANN Inc. 2021 Employee Stock Purchase Plan (as it may be amended or restated from time to time, the “Plan”) are to assist Eligible Employees of JOANN Inc., a Delaware corporation (the “Company”), and its Designated Subsidiaries in acquiring a stock ownership

Form of Amended and Restated Bylaws of the Company, to be effective upon the consummation of this offering.

EX-3.2 4 d108458dex32.htm EX-3.2 Exhibit 3.2 Amended and Restated Bylaws of JOANN Inc. (a Delaware corporation) Table of Contents Article I - Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II - Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought Before a Meeting 1 2.5 Notice of Nominations for E

* * * * *

Gregory P. Rodgers 53rd at Third Direct Dial: (212) 906-2918 885 Third Avenue [email protected] New York, New York 10022-4834 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County February 26, 2021 Chicago Paris Dubai Riyadh D?sseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shangh

JOANN INC.

Issuer Free Writing Prospectus dated February 19, 2021 Filed Pursuant to Rule 433(f) under the Securities Act of 1933 Relating to Registration Statement No.

Amended and Restated Severance Agreement by and between Jo-Ann Stores, LLC and Wade Miquelon

EX-10.5 8 d14122dex105.htm EX-10.5 Exhibit 10.5 AMENDED AND RESTATED SEVERANCE AGREEMENT THIS AMENDED AND RESTATED SEVERANCE AGREEMENT (“Agreement”) is made as of the 3rd day of February, 2019, between JO-ANN STORES, LLC, an Ohio limited liability company (the “Company”), and Wade Miquelon (“Executive”) for the purpose of amending and restating that certain Agreement dated as of April 4, 2016 by a

Severance Agreement by and between Jo-Ann Stores, LLC and Robert Will

Exhibit 10.9 AGREEMENT THIS AGREEMENT (?Agreement?) is made as of the 30 day of November 2020 (the ?Effective Date?) between JO-ANN STORES, LLC, an Ohio limited liability company (the ?Company?), and Robert Will (?Executive?). The Company is entering into this Agreement in recognition of the importance of Executive?s services to the continuity of management of the Company and based on its determin

Consent of Anne Mehlman to be named as a Director Nominee.

Exhibit 99.2 CONSENT TO BE NAMED AS A DIRECTOR In connection with the filing by JOANN Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments and supplements ther

Severance Agreement by and between Jo-Ann Stores, LLC and Janet Duliga

EX-10.7 10 d14122dex107.htm EX-10.7 Exhibit 10.7 AGREEMENT THIS AGREEMENT (“Agreement”) is made as of the 30 day of October 2020 (the “Effective Date”) between JO-ANN STORES, LLC, an Ohio limited liability company (the “Company”), and Janet Duliga (“Executive”). The Company is entering into this Agreement in recognition of the importance of Executive’s services to the continuity of management of t

Incremental Amendment No. 1, dated July 21, 2017, by and among Jo-Ann Stores, LLC, Needle Holdings LLC and Bank of America, N.A.

EX-10.2.1 5 d14122dex1021.htm EX-10.2.1 Exhibit 10.2.1 Execution Version INCREMENTAL AMENDMENT NO. 1 TO CREDIT AGREEMENT INCREMENTAL AMENDMENT NO. 1, dated as of July 21, 2017 (this “Amendment”), to the Credit Agreement, dated as of October 21, 2016 (as amended, supplemented or otherwise modified prior to the date hereof), among Jo-Ann Stores, LLC, an Ohio limited liability company (the “Borrower”

Credit Agreement, dated October 21, 2016, by and among Jo-Ann Stores, LLC, Needle Holdings LLC and Bank of America, N.A.

EX-10.2 4 d14122dex102.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION $725,000,000 CREDIT AGREEMENT among JO-ANN STORES, LLC, as the Borrower, NEEDLE HOLDINGS LLC, as Holdings, BANK OF AMERICA, N.A., as Administrative Agent, and THE OTHER LENDERS PARTY HERETO JPMORGAN CHASE BANK, N.A. and BARCLAYS BANK PLC, as Co-Syndication Agents, and BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A. and BARCLAYS BAN

Form of Option Agreement under the Stock Option Plan of the Company, dated October 16, 2012

EX-10.11 14 d14122dex10111.htm EX-10.11 Exhibit 10.11 NON-QUALIFIED STOCK OPTION AGREEMENT OF JO-ANN STORES HOLDINGS INC. THIS AGREEMENT (the “Agreement”) is entered into as of , (the “Grant Date”) by and between Jo-Ann Stores Holdings Inc., a Delaware corporation (the “Company”), and [ ], an employee, consultant or director of the Company or one of its Subsidiaries (hereinafter referred to as the

Power of Attorney (included on signature page).

Table of Contents As filed with the Securities and Exchange Commission on February 16, 2021 Registration No.

First Amendment to Amended and Restated Credit Agreement, dated November 25, 2020, by and among Jo-Ann Stores, LLC, Needle Holdings LLC and Bank of America, N.A.

EX-10.1.1 3 d14122dex1011.htm EX-10.1.1 Exhibit 10.1.1 EXECUTION VERSION FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of November 25, 2020 by and among JO-ANN STORES, LLC, an Ohio limited liability company (the “Borrower”), NEEDLE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the oth

Stock Option Plan of the Company, dated October 16, 2012

EX-10.10 13 d14122dex1010.htm EX-10.10 Exhibit 10.10 EXECUTION COPY STOCK OPTION PLAN OF JO-ANN STORES HOLDINGS INC. OCTOBER 16, 2012 Jo-Ann Stores Holdings Inc., a Delaware corporation (the “Company”), hereby assumes and adopts this Stock Option Plan of Jo-Ann Stores Holdings Inc. (the “Plan”). Prior to such assumption and adoption, this Plan was known as the 2011 Stock Option Plan of Needle Hold

Severance Agreement by and between the Company and Matt Susz.

EX-10.6 9 d14122dex106.htm EX-10.6 Exhibit 10.6 AGREEMENT THIS AGREEMENT (“Agreement”) is made as of the 30 day of October 2020 (the “Effective Date”) between JO-ANN STORES, LLC, an Ohio limited liability company (the “Company”), and Matthew Susz (“Executive”). The Company is entering into this Agreement in recognition of the importance of Executive’s services to the continuity of management of th

Employment Agreement by and between Jo-Ann Stores, LLC and Wade Miquelon

Exhibit 10.4 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is entered into as of February 3, 2019, by and between Wade Miquelon (the ?Executive?) and Jo-Ann Stores, LLC, an Ohio limited liability company (together with its subsidiaries and affiliates, the ?Company?). Recitals WHEREAS, the Executive has been employed by the Company as its Chief Financial Officer pursuant to the t

Severance Agreement by and between Jo-Ann Stores, LLC and Christopher DiTullio

Exhibit 10.8 AGREEMENT THIS AGREEMENT (?Agreement?) is made as of the 30 day of October 2020 (the ?Effective Date?) between JO-ANN STORES, LLC, an Ohio limited liability company (the ?Company?), and Christopher DiTullio (?Executive?). The Company is entering into this Agreement in recognition of the importance of Executive?s services to the continuity of management of the Company and based on its

Second Lien Term Credit Agreement, dated May 21, 2018, by and among Jo-Ann Stores, LLC, Needle Holdings LLC and Bank of America, N.A.

EX-10.3 6 d14122dex103.htm EX-10.3 Exhibit 10.3 EXECUTION VERSION Deal CUSIP: 47759DAC9 Facility CUSIP: 47759DAD7 $225,000,000 SECOND LIEN TERM CREDIT AGREEMENT among JO-ANN STORES, LLC, as the Borrower, NEEDLE HOLDINGS LLC, as Holdings, BANK OF AMERICA, N.A., as Administrative Agent, and THE OTHER LENDERS PARTY HERETO and BANK OF AMERICA, N.A., BARCLAYS BANK PLC and JPMORGAN CHASE BANK, N.A., as

* * * * *

Gregory P. Rodgers Direct Dial: (212) 906-2918 [email protected] 53rd at Third 885 Third Avenue New York, New York 10022-4834 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris Dubai Riyadh February 16, 2021 D?sseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shangh

List of subsidiaries of JOANN Inc.

Exhibit 21.1 Subsidiaries of JOANN Inc. Legal Name State or Other Jurisdiction of Incorporation or Organization Needle Holdings LLC Delaware Jo-Ann Stores, LLC Ohio Creativebug, LLC Delaware Joann.com, LLC Ohio Ditto Products, LLC Delaware Jo-Ann Stores Support Center, Inc. Ohio Jo-Ann Trading (Shanghai) Co., Ltd. China (Shanghai) JAS Aviation, LLC Ohio

Amended and Restated Credit Agreement, dated October 21, 2016, by and among Jo-Ann Stores, LLC, Needle Holdings LLC and Bank of America, N.A.

EX-10.1 2 d14122dex101.htm EX-10.1 Exhibit 10.1 Execution Version $400,000,000 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 21, 2016 among JO-ANN STORES, LLC, as the Borrower, NEEDLE HOLDINGS LLC, as Holdings, BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent and Issuer, and THE OTHER LENDERS AND ISSUERS PARTY HERETO JPMORGAN CHASE BANK, N.A., BARCLAYS BANK PLC and WELL

Consent of Marybeth Hays to be named as a Director Nominee.

EX-99.1 17 d14122dex991.htm EX-99.1 Exhibit 99.1 CONSENT TO BE NAMED AS A DIRECTOR In connection with the filing by JOANN Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and

-

Table of Contents CONFIDENTIAL TREATMENT REQUESTED BY JO-ANN STORES HOLDINGS INC. PURSUANT TO 17 CFR 200.83 Amendment No. 1 to Confidential Submission As confidentially submitted with the Securities and Exchange Commission on January 28, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 193

$725,000,000 CREDIT AGREEMENT JO-ANN STORES, LLC, as the Borrower, NEEDLE HOLDINGS LLC, as Holdings, BANK OF AMERICA, N.A., as Administrative Agent, THE OTHER LENDERS PARTY HERETO JPMORGAN CHASE BANK, N.A. BARCLAYS BANK PLC, as Co-Syndication Agents,

Exhibit 10.2 EXECUTION VERSION $725,000,000 CREDIT AGREEMENT among JO-ANN STORES, LLC, as the Borrower, NEEDLE HOLDINGS LLC, as Holdings, BANK OF AMERICA, N.A., as Administrative Agent, and THE OTHER LENDERS PARTY HERETO JPMORGAN CHASE BANK, N.A. and BARCLAYS BANK PLC, as Co-Syndication Agents, and BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A. and BARCLAYS BANK PLC, as Joint Lead Arrangers and

$400,000,000 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 21, 2016 JO-ANN STORES, LLC, as the Borrower, NEEDLE HOLDINGS LLC, as Holdings, BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent and Issuer, THE OTHER LENDERS AND

EX-10.1 2 filename2.htm Exhibit 10.1 Execution Version $400,000,000 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 21, 2016 among JO-ANN STORES, LLC, as the Borrower, NEEDLE HOLDINGS LLC, as Holdings, BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent and Issuer, and THE OTHER LENDERS AND ISSUERS PARTY HERETO JPMORGAN CHASE BANK, N.A., BARCLAYS BANK PLC and WELLS FARGO BAN

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

EX-10.1 3 filename3.htm Exhibit 10.1.1 EXECUTION VERSION FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of November 25, 2020 by and among JO-ANN STORES, LLC, an Ohio limited liability company (the “Borrower”), NEEDLE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the other Loan Parties

$225,000,000 SECOND LIEN TERM CREDIT AGREEMENT JO-ANN STORES, LLC, as the Borrower, NEEDLE HOLDINGS LLC, as Holdings, BANK OF AMERICA, N.A., as Administrative Agent, THE OTHER LENDERS PARTY HERETO BANK OF AMERICA, N.A., BARCLAYS BANK PLC JPMORGAN CHA

EX-10.3 6 filename6.htm Exhibit 10.3 EXECUTION VERSION Deal CUSIP: 47759DAC9 Facility CUSIP: 47759DAD7 $225,000,000 SECOND LIEN TERM CREDIT AGREEMENT among JO-ANN STORES, LLC, as the Borrower, NEEDLE HOLDINGS LLC, as Holdings, BANK OF AMERICA, N.A., as Administrative Agent, and THE OTHER LENDERS PARTY HERETO and BANK OF AMERICA, N.A., BARCLAYS BANK PLC and JPMORGAN CHASE BANK, N.A., as Joint Lead

INCREMENTAL AMENDMENT NO. 1 TO CREDIT AGREEMENT

EX-10.2 5 filename5.htm Exhibit 10.2.1 Execution Version INCREMENTAL AMENDMENT NO. 1 TO CREDIT AGREEMENT INCREMENTAL AMENDMENT NO. 1, dated as of July 21, 2017 (this “Amendment”), to the Credit Agreement, dated as of October 21, 2016 (as amended, supplemented or otherwise modified prior to the date hereof), among Jo-Ann Stores, LLC, an Ohio limited liability company (the “Borrower”), Needle Holdin

* * * * *

DRSLTR 1 filename1.htm Gregory P. Rodgers 53rd at Third Direct Dial: (212) 906-2918 885 Third Avenue [email protected] New York, New York 10022-4834 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris January 28, 2021 Dubai Riyadh Düsseldorf San Diego Frankfurt San Francisco Hamburg

Subsidiaries of Jo-Ann Holdings Inc. Legal Name State or Other Jurisdiction of Incorporation or Organization Needle Holdings LLC Delaware Jo-Ann Stores, LLC Ohio Creativebug, LLC Delaware Joann.com, LLC Ohio Ditto Products, LLC Delaware Jo-Ann Stores

Exhibit 21.1 Subsidiaries of Jo-Ann Holdings Inc. Legal Name State or Other Jurisdiction of Incorporation or Organization Needle Holdings LLC Delaware Jo-Ann Stores, LLC Ohio Creativebug, LLC Delaware Joann.com, LLC Ohio Ditto Products, LLC Delaware Jo-Ann Stores Support Center, Inc. Ohio Jo-Ann Trading (Shanghai) Co., Ltd. China (Shanghai) JAS Aviation, LLC Ohio

-

Table of Contents CONFIDENTIAL TREATMENT REQUESTED BY JO-ANN STORES HOLDINGS INC. PURSUANT TO 17 CFR 200.83 As confidentially submitted with the Securities and Exchange Commission on December 18, 2020 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Jo-Ann Stores Holdings Inc. (Exact name