Class III Nominees (For Terms Expiring in 2025)2026)

Wade Miquelon President, Chief Executive Officer and Chairman of the Board Lily Chang
Board Member Since: 2019 2018   Age: 57 Committees: None		Wade has served as our President, Chief Executive Officer and a member of the Board since February 2019. Prior to that time, he served as our Executive Vice President, Chief Financial Officer beginning April 2016 and as our interim President and Chief Executive Officer from October 2018 to February 2019. Previously, Mr. Miquelon served as Chief Financial Officer and Executive Vice President of Walgreens Boots Alliance, Inc. (“Walgreens”), a global pharmacy and wellbeing company, beginning in 2009, and later took on the additional responsibility as President, International, beginning in 2012 until 2014. Prior to his tenure at Walgreens, Mr. Miquelon served as Executive Vice President, Chief Financial Officer of Tyson Foods, Inc., a multinational protein-focused food company. Prior to that, Mr. Miquelon spent fifteen years as an executive at The Procter & Gamble Company, a consumer goods corporation, and was based in Europe, Asia and the United States. In 2018, without admitting or denying any of the allegations, Mr. Miquelon consented to the issuance of an SEC order relating to his tenure at Walgreens providing that he cease and desist from committing or causing any violation or future violations of Section 17(a)(2) of the Securities Act and pay a civil monetary penalty of $160,000. The suit was brought against Walgreens and certain of its executives, including Mr. Miquelon. The order related to actions taken prior to 2015 and did not bar Mr. Miquelon from serving as an officer or director of a public company. Mr. Miquelon currently is a board member of Acadia Healthcare Company, Inc. and a trustee of National 4-H Council. He previously served on the boards of Alliance Boots, Lyric Opera and Chicago Shedd Aquarium. Qualifications Mr. Miquelon was selected to our Board because of, among other things, his extensive knowledge and experience with our business and his role as our chief executive officer.
Darrell Webb Former Chairman of the Board
Board Member Since: 2006 Age: 6458   Committees:   Audit    Compensation, Nominating & and Corporate Governance		Darrell has served as a member of our Board since July 2006, serving as Chairman of the Board from July 2006 through October 2014. From July 2006 to January 2010, Mr. Webb also served as our President and Chief Executive Officer, and from January 2010 to August 2011, as Chief Executive Officer of our Company. Prior to joining the Company, he was President of Fred Meyer Stores, a division of The Kroger Company (“Kroger”), a grocery retailer, from 2002 until 2006, and President of Kroger’s quality food center division from 1999 to 2002. Subsequent to JOANN, Mr. Webb served as Chairman of the board and Chief Executive Officer of The Sports Authority, Inc., a sports retailer, from 2011 to 2013, and served as Chief Executive Officer of Guitar Center Inc., a music retailer, from 2014 to September 2016. Mr. Webb also served on the board of directors of Les Schwab Tires from January 2017 to November 2020. Qualifications Mr. Webb was selected to our Board because of, among other things, his extensive knowledge and background in retail, including with the Company.

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REPORT OF THE AUDIT COMMITTEE

The audit committeeAudit Committee has reviewed and discussed our audited financial statements with management and Ernst & Young LLP, and has discussed with Ernst & Young LLP the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.

Additionally, the audit committeeAudit Committee has received the written disclosures and the letter from Ernst & Young LLP, as required by the applicable requirements of the PCAOB regarding Ernst & Young’sYoung LLP’s communications with the audit committeeAudit Committee concerning independence and has discussed with Ernst & Young LLP its independence from JOANN.

Based upon such review and discussion, the audit committeeAudit Committee recommended to our Board that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended January 29, 202228, 2023 for filing with the SEC.

Submitted by the audit committee,Audit Committee,

Anne Mehlman (Chair)

Marybeth Hays

Darrell Webb

The preceding Audit Committee Report does not constitute soliciting material and shall not be deemed to be filed, incorporated by reference into, or part of any filing made by us (including any future filings) with the SEC, notwithstanding any general statement contained in any such filing incorporating this report by reference, except to the extent we incorporate such report by specific reference.

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ITEMWe believe that we have demonstrated a commitment to sound equity compensation practices in recent years. We recognize that equity compensation awards dilute stockholders’ equity, so we have carefully managed our equity incentive compensation. Our equity compensation practices are intended to be competitive and consistent with market practices, and we believe our historical share usage has been responsible and mindful of stockholder interests, as described above.

In evaluating this proposal, stockholders should consider all of the information in this proposal. In addition, stockholders should note Proposal 5 and Proposal 6 in this proxy statement when making a decision regarding this Proposal 4. SHAREHOLDER ADVISORY VOTE TO APPROVE THE FREQUENCY FOR FUTURE SHAREHOLDER ADVISORY VOTES TO APPROVE THE COMPENSATION OF JOANN’S NAMED EXECUTIVE OFFICERS

AsMaterial Changes from the 2021 Plan

The Amended 2021 Plan (1) increases the fixed number of shares of Common Stock available under the 2021 Plan by 8,000,000 shares to 10,000,000 shares (and retains the Evergreen Feature), (2) correspondingly increases the limit on shares of Common Stock that may be issued or transferred upon the exercise of incentive stock options granted under the 2021 Plan, during its duration (as described below), by 8,000,000 shares of Common Stock, (3) applies the 5% carve-out from the minimum vesting provisions to the entire available share pool (not just shares available as of the original effective date of the 2021 Plan), (4) adds clarification language regarding whistleblower activities, and (5) extends the term of the 2021 Plan until the tenth anniversary of the date of stockholder approval of the Amended 2021 Plan. The Amended 2021 Plan also makes certain other conforming, clarifying or nonsubstantive changes to the terms of the 2021 Plan to implement the Amended 2021 Plan.

We have not made any other material changes to the terms of the 2021 Plan.

Other Amended 2021 Plan Highlights

Below are certain highlights of the Amended 2021 Plan:

Reasonable Plan Limits. Subject to adjustment as described in the Amended 2021 Plan, including the Amended 2021 Plan’s share counting rules, awards under the Amended 2021 Plan are limited to an aggregate number of shares equal to the sum of: (1) 10,000,000 shares (consisting of 2,000,000 shares subject to the 2021 Plan, plus 8,000,000 shares made available under the Amended 2021 Plan); plus (2) shares remaining available under certain of the Company’s prior equity plans when the 2021 Plan became effective; plus (3) an annual increase on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2031 equal to the lesser of (A) 4% of the shares outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares as determined by the Board. Any shares distributed pursuant to an award may consist, in whole or in part, of authorized and unissued Common Stock, treasury Common Stock or Common Stock purchased on the open market.

Non-Employee Director Compensation Limit. The Amended 2021 Plan provides that in no event will any non-employee director in any one calendar year be granted equity-based awards or cash-based awards (or other fees) for such service having an aggregate maximum value in excess of $600,000, subject to certain exceptions as described in the Amended 2021 Plan.

Allowances for Substitute Awards and Pre-Existing Plans. “Substitute Awards” are awards granted under the Amended 2021 Plan in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or stock, in any case, upon the assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity.

Substitute Awards may be granted on such terms as the Amended 2021 Plan Administrator deems appropriate, notwithstanding limitations on awards in the Amended 2021 Plan. Substitute Awards will not reduce the shares authorized for grant under the Amended 2021 Plan, except as may be required by reason of Section 422 of the Internal Revenue Code, and shares subject to such Substitute Awards will not be added to the shares available for awards under the Amended 2021 Plan. Additionally, in the event that a company acquired by the Company or any subsidiary with which the Company or any subsidiary combines has shares available under a pre-existing plan approved by its stockholders not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan may be used for awards under the Amended 2021 Plan and will not reduce the shares authorized for grant under the Amended 2021 Plan (and shares subject to such awards will not be added to the shares available for awards under the Amended 2021 Plan).

Limited Share Recycling Provisions. Subject to certain exceptions described in the Amended 2021 Plan, if any award granted under the Amended 2021 Plan is forfeited, expires, is surrendered pursuant to an exchange program, converted to

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shares of another person in connection with an applicable transaction, or is settled for cash (in whole or in part), the shares of Common Stock subject to such award will again be available for future grants under the Amended 2021 Plan. The payment of dividend equivalents in cash in conjunction with any outstanding awards will not be counted against the shares available for issuance under the Amended 2021 Plan.

Change in Control Definition. The Amended 2021 Plan includes a non-liberal definition of “Change in Control,” which is described below.

Accommodates Clawback Policies.The Amended 2021 Plan provides that all awards (including any proceeds, gains or other economic benefit actually or constructively received by a holder upon any receipt or exercise of any award or upon the receipt or resale of any shares underlying the award and any payments of a portion of an incentive-based bonus pool allocated to a holder) will be subject to the provisions of any clawback policy implemented by the Company, including, without limitation, any claw-back policy adopted to comply with the requirements of applicable law, including, the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14Aany rules or regulations promulgated thereunder, whether or not such claw-back policy was in place at the time of grant of an award, to the extent set forth in such clawback policy and/or in the applicable award agreement.

Exercise or Base Price Limitation. The Amended 2021 Plan also provides that, except with respect to certain converted, assumed, or substituted awards as described in the Amended 2021 Plan, no options or stock appreciation rights will be granted with an exercise or base price less than the fair market value of a share our of Common Stock on the date of grant.

Minimum Vesting Periods. No award (or portion thereof) granted under the Amended 2021 Plan will vest earlier than the first anniversary of the Securities Exchange Actdate the award is granted and no award agreement will reduce or eliminate such minimum vesting requirement. The foregoing minimum vesting requirement will not apply to: (1) Substitute Awards, (2) any awards delivered in lieu of 1934, as amended, we are asking youfully-vested cash-based awards (or other fully-vested cash awards or payments), (3) any awards to cast an advisory (non-binding) vote recommendingnon-employee directors for which the frequency with which we should hold future say-on-pay advisory votes to approvevesting period runs from the compensationdate of one annual meeting of the Named Executive Officers.Company’s stockholders to the next annual meeting of the Company’s stockholders, or (4) any other awards granted by the Administrator from time to time that result in the issuance of an aggregate of up to 5% of the shares available under the Amended 2021 Plan.

This advisory vote, commonly knownSummary of Other Material Terms of the Amended 2021 Plan

Administration. Generally, the Board will administer the Amended 2021 Plan but the Board may delegate the authority to administer the Amended 2021 Plan to the Compensation Committee or another committee of the Board. References to the “Administrator” in this proposal generally refer to the Compensation Committee or other such committee designated by the Board, or the Board, as a “frequency” or “say-when-on-pay” vote, gives youapplicable. The Administrator has the opportunityexclusive power, authority, and sole discretion to: (1) designate individuals to express your views about how frequently (but at least once every three years) we should conduct future say-on-pay votes. You may vote for future say-on-pay votesreceive awards; (2) determine the type of awards to be held “EVERY YEAR,” “EVERY TWO YEARS,”granted to eligible individuals; (3) determine the number of awards to be granted and the number of shares to which an award will relate; (4) determine the terms and conditions of any award granted pursuant to the Amended 2021 Plan; (5) institute and determine the terms and conditions of any exchange program; (6) determine whether, to what extent, and under what circumstances an award may be settled in, or “EVERY THREE YEARS”the exercise of an award may be paid in cash, shares other awards, or abstainother property, or an award may be canceled, forfeited, or surrendered; (7) prescribe the form of each award agreement; (8) decide all other matters that must be determined in connection with an award; (9) establish, adopt, or revise any programs, rules and regulations as it may deem necessary or advisable to administer the Amended 2021 Plan; (10) interpret the terms of, and any matter arising pursuant to, the Amended 2021 Plan, any program or any award agreement, and (11) make all other decisions and determinations that may be required pursuant to the Amended 2021 Plan or as the Administrator deems necessary or advisable to administer the Amended 2021 Plan. The Administrator may from voting in responsetime to this proposal. We are requiredtime delegate its authority to hold a frequency vote at least once every six years. The next frequency vote is expectedgrant or amend awards or to take placeother administrative actions to a subcommittee. The Administrator has the exclusive power, authority and sole discretion to accelerate, wholly or partially, the vesting or lapse of restrictions of any award at any time after the grant of an award.

Number of Shares. If any shares of Common Stock subject to an award are forfeited or expire, are surrendered pursuant to an exchange program, are converted to shares of another person in connection with a recapitalization, reorganization, merger,

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consolidation, split-up, spin-off, combination, exchange of shares or other similar event, or such award is settled for cash (in whole or in part), the shares of Common Stock subject to such award will again be available for future grants of awards under the Amended 2021 Plan. Notwithstanding the foregoing, the following shares of Common Stock will not be added to the shares authorized for grant and will not be available for future grants of awards: (1) shares tendered by a holder or withheld by the Company in payment of the exercise price of an option; (2) shares tendered by a holder or withheld by the Company to satisfy any tax withholding obligation with respect to an award; (3) shares subject to a stock appreciation right or other stock-settled award that are not issued in connection with the settlement or exercise, as applicable, of the stock appreciation right or other stock-settled award; and (4) shares purchased on the open market by the Company with the cash proceeds received from the exercise of options. Any shares repurchased by the Company under the Amended 2021 Plan at the same price paid by the holder so that such shares are returned to the Company will again be available for awards.

Types of Awards Under the Amended 2021 Plan. Pursuant to the Amended 2021 Plan, the Company may grant options (including options intended to be “incentive stock options” as defined in Section 422 of the Internal Revenue Code), stock appreciation rights, restricted stock, restricted stock units, and other stock or cash based awards and dividend equivalents based on or related to shares of our 2028 Annual MeetingCommon Stock.

Generally, each grant of Shareholders.an award under the Amended 2021 Plan will be evidenced by an award agreement approved by the Administrator that sets forth the terms and conditions with respect to such award as the Administrator will determine consistent with the Amended 2021 Plan. A brief description of the types of awards which may be granted under the Amended 2021 Plan is set forth below.

After consideringOptions. An option is a right to purchase shares of Common Stock at a specified exercise price upon exercise of the benefitsoption. Options granted under the Amended 2021 Plan may consist of either a non-qualified stock option that is not intended to be an “incentive stock option” or an incentive stock option. The Administrator may grant Options intended to qualify as “incentive stock options” only to employees. Options granted to non-employee directors and consequences ofconsultants will only be non-qualified stock options. Except with respect to certain awards issued as Substitute Awards, the exercise price per share subject to each option will not be less than 100% of the fair market value of a share on the date the option is granted (or, as to incentive stock options, on the date the option is modified, extended or renewed for purposes of Section 424(h) of the frequencyInternal Revenue Code). The term of future say-on-pay votes,an option may not extend more than 10 years from the Board hasdate of grant. The period during which the right to exercise an option will be set by the Administrator and set forth in an award agreement. In-the-money options will be automatically exercised at the end of the term, unless otherwise provided by the Administrator in an award agreement. Options may provide for continued vesting or the earlier exercise of the options in the event of a qualifying termination of service. Options granted under the Amended 2021 Plan generally may not provide for dividends or dividend equivalents.

Stock Appreciation Rights. A stock appreciation right is an award entitling the holder to exercise all or a specified portion of the award (to the extent then exercisable pursuant to its terms) and to receive from us an amount determined by multiplying (1) the difference obtained by subtracting (A) the exercise price per share of such award from (B) the fair market value on the date of exercise of such award by (2) the number of shares of Common Stock with respect to which such award will have been exercised, subject to any limitations the Administrator may impose. Except with respect to certain awards issued as Substitute Awards, the exercise price per share subject to each stock appreciation right will not be less than 100% of the fair market value of a share on the date the stock appreciation right is granted. The term of a stock appreciation right may not extend more than 10 years from the date of grant. The period during which a stock appreciation right vests will be set by the Administrator and set forth in an award agreement. In-the-money stock appreciation rights will be automatically exercised at the end of the term unless otherwise provided by the Administrator in an award agreement. Stock appreciation rights may provide for continued vesting or earlier exercise in the event of a qualifying termination of service. Payment of the amounts payable with respect to stock appreciation rights will be in cash, shares of Common Stock (based on fair market value as of the date the stock appreciation right is exercised), or a combination of both. Stock appreciation rights granted under the Amended 2021 Plan generally may not provide for dividends or dividend equivalents.

Restricted Stock. Restricted stock is Common Stock that an annual (EVERY YEAR) say-on-pay vote is awarded under the most appropriate alternativeAmended 2021 Plan that is subject to certain restrictions and may be subject to risk of forfeiture or repurchase. The Administrator may grant restricted stock, or the right to purchase restricted stock, the eligible individuals and will determine the terms and conditions, including the restrictions applicable to each award of restricted stock, and may impose such conditions on the issuance of such restricted stock as it deems appropriate. The Administrator will establish the purchase price, if any, and form of payment for restricted stock. Any purchase price that is charged much be no less than the Company. Therefore,par value of the Board recommends that you voteshares to be purchased, unless otherwise permitted by applicable law. In all cases, legal consideration will be required for conducting future say-on-pay votes “EVERY YEAR”.

We believe you should vote “FOR” useach issuance of restricted stock to conduct say-on-pay votes EVERY YEAR (one year) for the following reasons:extent required

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by applicable law. A holder of restricted stock will have all the rights of a say-on-pay vote EVERY YEAR provides shareholders with the most immediate and direct way to provide inputstockholder with respect to the restricted stock, including the right to receive dividends.

Upon a holder’s termination of service, if no price was paid by the holder for the restricted stock, the holder’s rights in unvested restricted stock will lapse, and the restricted stock will be surrendered to the Company and cancelled without termination. If a price was paid by the holder for the restricted stock, upon a termination of service during the applicable restriction period, the Company will have the right to repurchase from the holder the unvested restricted stock then subject to restrictions at a cash price per share equal to the price paid by the holder for such restricted stock or such other amount as may be specified in the applicable award agreement.

Each grant of restricted stock will be evidenced by an award agreement, and all shares of restricted stock will be subject to such restriction and vesting requirements as the Administrator will provide in such award agreement. Each award agreement will be subject to the Amended 2021 Plan and will contain such terms and provisions, consistent with the Amended 2021 Plan, as the Administrator may approve.

Restricted Stock Units. Restricted stock units are rights to receive shares of Common Stock awarded under the Amended 2021 Plan. The Administrator may grant awards of restricted stock units to any eligible individuals selected by the Administrator in such amounts and subject to such terms and conditions as determined by the Administrator. A holder will have no rights of a stockholder with respect to shares subject to any restricted stock unit unless and until the shares are delivered in settlement of the award. At the time of grant, the Administrator will specify the date or dates on which the restricted stock units will become fully vested and nonforfeitable, and may specify conditions to vesting such as vesting based upon the holder’s duration of service to the Company or a subsidiary, one or more performance goals or other specific criteria, in each case on a specified date or dates or over any period or periods, as determined by the Administrator. In general, an award of restricted stock units will only be eligible to vest while the holder is an employee, a consultant or a non-employee director, but the Administrator may provide that a restricted stock unit award may become vested subsequent to a qualifying termination of service in the event of the occurrence of certain events, including a change in control, the holder’s death, retirement or disability.

At the time of grant, the Administrator will specify the maturity date applicable to each grant of restricted stock units, which will be no earlier than the vesting date or dates of the award and may be determined at the election of the holder. The maturity date will be no later than (1) the 15th day of the third month following the end of the calendar year in which the applicable portion of the restricted stock unit vests; and (2) the 15th day of the third month following the end of the Company’s fiscal year in which the applicable portion of the restricted stock unit vests. On the maturity date, the Company will transfer to the holder one unrestricted, fully transferable share for each restricted stock unit scheduled to be paid out on such date and not previously forfeited, or in the sole discretion of the Administrator, an amount in cash equal to the fair market value of such shares on the maturity date or a combination of cash and Common Stock, as determined by the Administrator

Each grant of a restricted stock unit award will be evidenced by an award agreement. Each award agreement will be subject to the Amended 2021 Plan and will contain such terms and provisions, consistent with the Amended 2021 Plan, as the Administrator may approve.

Other Stock or Cash Based Awards. The Administrator is authorized to grant other stock or cash based awards, including awards entitling a holder to receive shares of Common Stock or cash to be delivered immediately or in the future, to an eligible individual. The Administrator will determine the terms and conditions of each other stock or cash based award, including the term of the award, any exercise or purchase price, performance criteria and performance goals, transfer restrictions, vesting conditions and other terms and conditions applicable to the award, which will be set forth in the applicable award agreement. Other stock or cash based awards may be paid in cash, shares of Common Stock, or a combination of cash and shares of Common Stock, and may be available as a form of payment in the settlement of other awards granted under the Amended 2021 Plan, as stand-alone payments, as a part of a bonus, deferred bonus, deferred compensation or other arrangement, and/or as payment in lieu of compensation to which an eligible individual is otherwise entitled.

Dividend Equivalents. The Administrator may grant dividend equivalents, either alone or in tandem with another award, based on dividends declared on the Common Stock, to be credited as of dividend payment dates during the period between the date the dividend equivalents are granted to a holder and the date such dividend equivalents terminate or expire, as determined by the Administrator. Such dividend equivalents will be converted to cash or additional shares of Common Stock as may be determined by the Administrator.

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Change in Control. The Amended 2021 Plan includes a definition of “Change in Control.” Subject to the terms of the Amended 2021 Plan, in general, a Change in Control means the occurrence of: (1) the acquisition by a person or group of beneficial ownership of Company securities constituting more than 50% of the voting power of the Company’s securities, subject to certain exceptions as described in the Amended 2021 Plan (including certain acquisitions by Leonard Green & Partners, L.P. or certain of its affiliates); or (2) during any 12-month period, the incumbent Board (meaning the directors who, at the beginning of such period, constitute the Board (together with any new directors whose service is approved as described in the Amended 2021 Plan)), subject to certain exceptions as described in the Amended 2021 Plan, cease for any reason to constitute a majority of the Board; or (3) consummation by the Company of certain corporate transactions (such as certain mergers, consolidations, reorganizations, or business combinations, or a sale of all or substantially all of the Company’s assets) that result in an effective change in the ownership or control of the Company, as further described in the Amended 2021 Plan and subject to such exceptions and conditions as described therein; or (4) a date specified by the Board following approval by the Company’s stockholders of a plan of complete liquidation or dissolution of the Company.

Performance Criteria. The Amended 2021 Plan generally provides that any of the awards set forth above may be granted subject to the achievement of specified performance criteria or performance goals.

Performance goals are defined as the goals established in writing by the Administrator for a performance period based upon performance criteria, which may be expressed in terms of overall Company performance or the performance of a subsidiary, division, business unit, or an individual, and are determined with reference to applicable accounting standards or other performance criteria as determined by the Administrator. Performance criteria may include, on a non-exhaustive basis: (1) net earnings or losses; (2) net income; (3) adjusted net income; (4) operating earnings or profit; (5) cash flow; (6) return on assets; (7) return on capital and cost of capital; (8) return on stockholders’ equity; (9) total stockholder return; (10) return on sales; (11) gross or net profit or operating margin; (12) costs, reductions in costs and cost control measures; (13) expenses; (14) working capital; (15) earnings or loss per share; (16) adjusted earnings or loss per share; (17) price per share or dividends per share; (18) regulatory achievements or compliance; (19) implementation or completion of critical projects; (20) market share; (21) economic value; (22) individual employee performance; (23) leverage ratio; and (24) customer satisfaction.

Additionally, in the event of a stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution of Company assets to stockholders, or any other change affecting the capital structure of the Company, the Administrator may in its discretion make equitable adjustments to such performance criteria or goals.

Transferability of Awards. Except as otherwise provided in the Amended 2021 Plan, no award under the Amended 2021 Plan may be sold, pledged, assigned or transferred in any manner other than (1) by will or the laws of descent and distribution, or (2) pursuant to a domestic relations order as described in the Amended 2021 Plan, unless and until such award has been exercised or the shares underlying such award have been issued and all restrictions applicable to such shares have lapsed. In general, during the lifetime of the holder of an award, only the holder may exercise a stock option or stock appreciation right. In certain circumstances, the Administrator may permit a holder to transfer an award (other than an incentive stock option) to a permitted transferee. These transfer provisions are subject to certain other exceptions and conditions as further described in the Amended 2021 Plan.

Adjustments; Corporate Transactions. The Administrator may make adjustments to (1) the aggregate number and kind of shares of Common Stock that may be issued; (2) the number and kind of shares of Common Stock (or other securities or property) subject to outstanding awards; (3) the terms and conditions of any outstanding awards (including, without limitation, any applicable performance criteria and performance goals with respect thereto); (4) the grant or exercise price per share for any outstanding awards; and (5) the number and kind of shares of Common Stock for which automatic grants are to be made to non-employee directors, as the Administrator deems to be equitable in the event of a stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution of Company assets to stockholders, or any other change affecting the shares of the Company’s stock or the share price of the Company’s stock.

In the event of any such transaction or event, or any unusual or nonrecurring transactions or events affecting the Company or a subsidiary, the Administrator may take the following actions that it deems appropriate in order to order to prevent dilution or enlargement of the benefits: (1) provide for the termination of any award in exchange for an amount of cash or property with a value equal to the amount that would have been attained upon exercise of such award or realization of the holder’s rights; (2) provide that such award be assumed by a successor or survivor corporation or provide that the award will be a substitute for similar awards covering the stock of the successor or survivor corporation; (3) make adjustments in the number and type of shares of Common Stock subject to outstanding awards, and the terms and conditions of, and the criteria included in, outstanding awards; (4) provide that an award will be exercisable and payable or fully vested with respect to all shares of

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Common Stock covered by the award; (5) replace the award with other rights or property selected by the Administrator; and (6) provide that the award cannot vest, be exercised or become payable after the event.

In the event of an equity restructuring, the Administrator, in its sole discretion, may make equitable adjustments with respect to the number and type of securities subject to outstanding awards and the exercise price or grant price of such awards.

In the event of a Change in Control, generally awards will continue in effect or will be assumed or substituted by the successor entity and any performance-based awards will be subject to the terms and conditions of the applicable award agreement or the Administrator’s discretion. However, in the event of a change in control, the Administrator also may elect to terminate awards in exchange for cash, rights or property, or cause an award to become fully exercisable and no longer subject to any forfeiture restrictions.

Grants to Non-U.S. Based Holders. In order to comply with the laws in countries other than the United States in which the Company and its subsidiaries operate or have employees, non-employee directors or consultants, or in order to comply with the requirements of any foreign securities exchange or other applicable law, the Administrator, in its sole discretion, will have the power and authority to: (1) determine which subsidiaries will be covered by the Amended 2021 Plan; (2) determine which eligible individuals outside the United States are eligible to participate in the Amended 2021 Plan; (3) modify the terms and conditions of any award granted to eligible individuals outside the United States to comply with applicable law; (4) establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable; and (5) take any action, before or after an award is made, that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals or listing requirements of any foreign securities exchange.

Withholding. The Company or any subsidiary will have the authority and the right to deduct or withhold, or require a holder to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes required by law to be withheld with respect to any taxable event concerning a holder arising as a result of the Amended 2021 Plan or any award. The Administrator may, in its sole discretion and in satisfaction of the foregoing requirement, or in satisfaction of such additional withholding obligations as a holder may have elected, allow a holder to satisfy such obligations by any payment means described in the Amended 2021 Plan, including by allowing the holder to elect to have the Company or a subsidiary withhold shares of Common Stock otherwise issuable under an award (or allow the surrender of shares). The number of shares of Common Stock that may be so withheld or surrendered will be limited to the number of shares that have a fair market value on the date of withholding or repurchase no greater than the aggregate amount of such liabilities based on the maximum statutory withholding rates in such holder’s applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income. The Administrator will determine the fair market value of the shares, consistent with applicable provisions of the Internal Revenue Code.

No Right to Continued Employment. The Amended 2021 Plan does not confer upon any participant any right with respect to continuance of employment or service with the Company or any of its subsidiaries.

Effective Date of the Amended 2021 Plan. The 2021 Plan became effective in March 2021. The Amended 2021 Plan was effective as of February 27, 2023, but is being submitted to the Company’s stockholders for their subsequent approval, including for purposes of compliance with Nasdaq stockholder approval rules. Please note that approval of this Proposal 4 is separate and apart from, and does not depend on, approval of Proposal 5 and/or Proposal 6 in this Proxy Statement.

Amendment, Suspension or Termination of the Amended 2021 Plan. The Board generally may amend, modify, suspend, or terminate the Amended 2021 Plan at any time or from time to time in whole or in part. However, no amendment, suspension or termination of the Amended 2021 Plan may, without the consent of the holder, materially and adversely affect any rights or obligations under any award granted or awarded, unless the award itself otherwise expressly so provides. The Board generally may not increase the maximum number of shares of Common Stock available for issuance under the Amended 2021 Plan without the Company’s stockholders’ approval. Awards may not be granted or awarded during any period of suspension or after termination of the Amended 2021 Plan, and no awards may be granted under the Amended 2021 Plan on or after the tenth anniversary of the date in 2023 on which the Amended 2021 Plan is approved by the Company’s stockholders.

New Plan Benefits

Generally, it is not possible to determine the specific amounts and types of awards that may be awarded in the future under the Amended 2021 Plan because the grant and actual pay-out of awards under the Amended 2021 Plan are subject to the

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discretion of the Administrator. However, the February Contingent Stock Options and the April Contingent Stock Options have already been approved on a contingent basis under the Amended 2021 Plan (see Proposal 5 and Proposal 6, respectively, for more information about these grants), and certain awards to the Company’s non-employee directors are expected to be granted under the Amended 2021 Plan shortly after the Annual Meeting, all as further described in the following table:

JOANN INC. 2021 EQUITY INCENTIVE PLAN

(AMENDED AND RESTATED EFFECTIVE FEBRUARY 27, 2023)

U.S. Federal Income Tax Consequences

Tax Consequences to Holders. The following is a brief summary of certain of the federal income tax consequences of certain transactions under the Amended 2021 Plan based on federal income tax laws in effect. This summary, which is presented for the information of stockholders considering how to vote on this proposal and not for Amended 2021 Plan holders, is not intended to be complete and does not describe federal taxes other than income taxes (such as Medicare and Social Security taxes), or state, local or foreign tax consequences.

Restricted Stock. The recipient of restricted stock generally will be subject to tax at ordinary income rates on the fair market value of the restricted stock (reduced by any amount paid by the recipient for such restricted stock) at such time as the shares of restricted stock are no longer subject to forfeiture or restrictions on transfer for purposes of Section 83 of the Internal Revenue Code (“Restrictions”). However, a recipient who so elects under Section 83(b) of the Internal Revenue Code within 30 days of the date of transfer of the shares will have taxable ordinary income on the date of transfer of the shares equal to the excess of the fair market value of such shares (determined without regard to the Restrictions) over the purchase price, if any, of such restricted stock. If a Section 83(b) election has not been made, any dividends received with respect to restricted stock that are subject to the Restrictions generally will be treated as compensation that is taxable as ordinary income to the recipient.

Non-Qualified Stock Options. In general:

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Incentive Stock Options. No income generally will be recognized by a holder upon the grant or exercise of an incentive stock option. The exercise of an incentive stock option, however, may result in alternative minimum tax liability. If shares of Common Stock are issued to the holder pursuant to the exercise of an incentive stock option, and if no disqualifying disposition of such shares is made by such holder within two years after the date of grant or within one year after the transfer of such shares to the holder, then upon sale of such shares, any amount realized in excess of the option price will be taxed to the holder as a long-term capital gain and any loss sustained will be a long-term capital loss.

If shares of Common Stock acquired upon the exercise of an incentive stock option are disposed of prior to the expiration of either holding period described above, the holder generally will recognize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of such shares at the time of exercise (or, if less, the amount realized on the disposition of such shares if a sale or exchange) over the exercise price paid for such shares. Any further gain (or loss) realized by the holder generally will be taxed as short-term or long-term capital gain (or loss) depending on the holding period.

Stock Appreciation Rights. No income will be recognized by a holder in connection with the grant of stock appreciation rights. When the appreciation right is exercised, the holder normally will be required to include as taxable ordinary income in the year of exercise an amount equal to the amount of cash received and the fair market value of any unrestricted shares of Common Stock received on the exercise.

Restricted Stock Units. No income generally will be recognized upon the award of restricted stock units. The recipient of a restricted stock unit award generally will be subject to tax at ordinary income rates on the fair market value of unrestricted shares of Common Stock on the date that such shares are transferred to the holder under the award (reduced by any amount paid by the holder for such restricted stock units), and the capital gains/loss holding period for such shares will also commence on such date.

Other Stock-Based or Cash-Based Awards. A participant who receives any other stock-based or cash-based award will recognize income when the award is paid. The amount of cash and the market value of the shares of Common Stock received will be ordinary income to the participant.

Tax Consequences to the Company or its Subsidiaries

To the extent that a holder recognizes ordinary income in the circumstances described above, the Company or the subsidiary for which the holder performs services will be entitled to a corresponding deduction provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code and is not disallowed by the $1 million limitation on certain executive compensation arrangements;under Section 162(m) of the Internal Revenue Code.

Prior Awards Granted to Certain Persons Under the 2021 Plan

Since the inception of the 2021 Plan through April 26, 2023, the following persons or groups have received the following numbers of RSUs and/or stock option awards for the following numbers of shares of Common Stock under the 2021 Plan (excluding the February Contingent Stock Options and the April Contingent Stock Options described in the New Plan Benefits table above):

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No awards have been received under the 2021 Plan by any associates of such directors or executive officers, and no other persons have received 5% or more of such options and RSUs.

Registration with the SEC

We intend to file a registration statement on Form S-8 relating to the issuance of the leading shareholder advisory firms and institutional shareholders supportnew shares of Common Stock under the Amended 2021 Plan with the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”), as soon as practicable after approval of the Amended 2021 Plan by our stockholders.

Vote Required for Approval

Approval of the Amended 2021 Plan requires the affirmative vote of the holders of a say-on-pay vote EVERY YEAR.majority of the votes cast on Proposal 4 at the Annual Meeting.

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PROPOSAL 5

APPROVAL OF FEBRUARY 2023 CONTINGENT STOCK OPTION GRANTS UNDER THE AMENDED AND RESTATED JOANN INC. 2021 EQUITY INCENTIVE PLAN

General

From March 2021 through 2022, we historically provided equity grants to eligible participants under the JOANN Inc. 2021 Equity Incentive Plan. On February 27, 2023, upon recommendation by the Compensation Committee, the Board unanimously recommendsapproved and adopted the amendment and restatement of the JOANN Inc. 2021 Equity Incentive Plan. Pursuant to Proposal 4 above, we are asking our stockholders to approve that shareholders vote for usamendment and restatement of the JOANN Inc. 2021 Equity Incentive Plan. In this proposal, we refer to conduct future say-on-pay advisory votes “EVERY YEAR.” We understand that shareholders may have different viewsthe original JOANN Inc. 2021 Equity Incentive Plan as to what the most desirable frequency is,“2021 Plan,” and we look forwardrefer to hearingthe amendment and restatement of the JOANN Inc. 2021 Equity Incentive Plan as the “Amended 2021 Plan.”

Under this Proposal 5, we are separately asking our stockholders to approve certain stock option awards already granted under the Amended 2021 Plan that are specifically contingent on stockholder approval of such awards (under this Proposal 5) plus stockholder approval of the Amended 2021 Plan (under Proposal 4). These contingent stock options are referred to in this proposal as the February Contingent Stock Options.

Background

Subject to the 2021 Plan’s share counting rules, there were initially 2,000,000 shares authorized for awards under the 2021 Plan (plus shares remaining available under certain of the Company’s prior equity plans). The 2021 Plan also contains provisions that increase the available share pool each calendar year (for 10 years) by a number of shares equal to the lesser of (1) 4% of our shares issued and outstanding on the last day of the immediately preceding fiscal year and (2) any smaller number as determined by the Board (the “Evergreen Feature”). Due to the decrease in the Company’s stock price since early 2021, however, in February 2023 the Board determined that the available share pool under the 2021 Plan (even when factoring in the Evergreen Feature) was insufficient to support the equity grants that the Compensation Committee desires to make in 2023 and potentially future years. As of February 24, 2023, only 2,780,572 shares of Common Stock remained available for issuance under the 2021 Plan. On February 27, 2023, we granted service-based RSUs with respect to 1,153,137 of these shares, leaving only 1,627,435 shares in the available share pool.

If both this matter. The proxy card provides shareholders withProposal 5 and Proposal 4 are approved by the opportunity to choose among four options (holdingCompany’s stockholders at the vote “EVERY YEAR,” “EVERY TWO YEARS” or “EVERY THREE YEARS,” or abstaining)Annual Meeting, then the February Contingent Stock Options will be counted against the new 8,000,000 shares proposed for stockholder approval under the Amended 2021 Plan. If Proposal 4 (but not this Proposal 5) is approved by the Company’s stockholders at the Annual Meeting, then the February Contingent Stock Options will be rescinded, terminate and therefore, shareholdersexpire without any effect (and will not be votingcounted against the new 8,000,000 shares proposed for stockholder approval under the Amended 2021 Plan), but an additional 8,000,000 shares will be available under the Amended 2021 Plan. If this Proposal 5 (but not Proposal 4) is approved by the Company’s stockholders at the Annual Meeting, then the additional 8,000,000 shares will NOT be available (pursuant to approve or disapproveNasdaq rules and regulations) under the recommendationAmended 2021 Plan (and as a result the February Contingent Stock Options will still be rescinded, terminate and expire without any effect).

The actual text of the Board.Amended 2021 Plan is attached to this Proxy Statement as Appendix A, and the actual text of the form award agreement for the February Contingent Stock Options is attached to this Proxy Statement as Appendix B. The frequency optionfollowing

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description of the February Contingent Stock Options is only a summary of their principal terms and provisions and is qualified by reference to the actual text of the award documentation as set forth in Appendix A and Appendix B.

Why We Recommend That You Vote for this Proposal

Please refer to Proposal 4 in this Proxy Statement for more information about our use of the 2021 Plan and the Amended 2021 Plan for equity compensation purposes, and to inform you further about this Proposal 5. Please also refer to Proposal 6 in this Proxy Statement.

We believe our future success depends in part on our ability to attract, motivate, and retain high quality employees, Company directors, and consultants and that receives the highest numberability to provide equity-based and incentive-based awards under the Amended 2021 Plan (such as the February Contingent Stock Options) is critical to achieving this success. We would be at a severe competitive disadvantage if we could not use share-based awards to recruit and compensate our employees and directors.

If the February Contingent Stock Options are not approved pursuant to this Proposal 5, we may be compelled to increase significantly the cash component of our executive compensation for executive officers that received (and then forfeited) the February Contingent Stock Options, which additional cash amounts may not necessarily align such executives’ compensation interests with the investment interests of our stockholders. Replacing these equity awards with cash also would increase cash compensation expense and use cash that could be better utilized by the Company.

We believe that we have demonstrated a commitment to sound equity compensation practices in recent years. We recognize that equity compensation awards dilute stockholders’ equity, so we have carefully managed our equity incentive compensation. Our equity compensation practices are intended to be competitive and consistent with market practices, and we believe our historical share usage has been responsible and mindful of stockholder interests.

In evaluating this proposal, stockholders should consider all of the information in this proposal. In addition, stockholders should note Proposal 4 and Proposal 6 in this Proxy Statement when making a decision regarding this Proposal 5.

Summary of February Contingent Stock Options

Governing Plan Provisions. The February Contingent Stock Options are granted under the terms of the Amended 2021 Plan. For more or less frequently than the option recommended by shareholders.information about those terms, please see Proposal 4 in this Proxy Statement.

✔     FOR ALL				The Board unanimously recommends a vote in favor of the option of EVERY YEAR as the preferred frequency with which we should conduct future say-on-pay votes. Properly dated and signed proxies will be so voted, unless shareholders specify otherwise.	29

Eligibility. Nine of our senior-most executive officers (identified below) received the February Contingent Stock Options. The basis for their participation in the February Contingent Stock Options was the selection of such persons for award by the Compensation Committee in its discretion (with such decision approved by the Board).

Size of Grants. The following new plan benefits table describes the size, in terms of applicable shares of Common Stock, of the February Contingent Stock Options granted to the participating executive officers, generally in consideration of their faithful and efficient services to the Company or any of its parents or subsidiaries:

JOANN INC. 2021 EQUITY INCENTIVE PLAN

(AMENDED AND RESTATED EFFECTIVE FEBRUARY 27, 2023)