SEC Form S-8 POS filed by Chico's FAS Inc.

Registration Statement No. 333-83778, filed with the SEC on March 5, 2002, pertaining to (i) $20,000,000 of Company deferred compensation obligations (“Chico’s Deferred Compensation Plan”), which may be offered or sold under the Chico’s Deferred Compensation Plan; and (ii) an indeterminate amount of plan interests that may be offered or sold under the Chico’s Deferred Compensation Plan;

Registration Statement No. 333-182993, filed with the SEC on August 1, 2021, and Registration Statement No. 333-220286, filed with the SEC on August 31, 2017, pertaining to 10,500,000 shares (as adjusted by subsequent corporate actions, including stock splits, effective after the effective date of such Registration Statement) of the Company’s common stock, par value $0.01 per share (“Chico’s Common Stock”), and 5,000,000 shares (as adjusted by subsequent corporate actions, including stock splits, effective after the effective date of such Registration Statement) of Chico’s Common Stock, respectively, for issuance pursuant to the Chico’s FAS, Inc. 2012 Omnibus Stock and Incentive Plan, subsequently amended and restated as the Amended and Restated Chico’s FAS, Inc. 2012 Omnibus Stock and Incentive Plan;

Registration Statement No. 333-257509, filed with the SEC on June 29, 2021, pertaining to 2,000,000 shares (as adjusted by subsequent corporate actions, including stock splits, effective after the effective date of such Registration Statement) of Chico’s Common Stock, for issuance pursuant to the Chico’s FAS, Inc. 2021 Employee Stock Purchase Plan; and

Registration Statement No. 333-239543, filed with the SEC on June 29, 2020, and Registration Statement No. 333-273004, filed with the SEC on June 29, 2023, pertaining to 12,106,883 shares (as adjusted by subsequent corporate actions, including stock splits, effective after the effective date of such Registration Statement) of Chico’s Common Stock and 5,750,000 shares (as adjusted by subsequent corporate actions, including stock splits, effective after the effective date of such Registration Statement) of Chico’s Common Stock, respectively, for issuance pursuant to the Chico’s FAS, Inc. 2020 Omnibus Stock and Incentive Plan, subsequently amended and restated as the Amended and Restated Chico’s FAS, Inc. 2020 Omnibus Stock and Incentive Plan (“Company Equity Plan”).

each award of restricted Chico’s Common Stock granted under the Company Equity Plan (each, a “Company RSA”), whether vested or unvested, that was outstanding as of immediately prior to the Effective Time have become fully vested, cancelled, and automatically converted into the right to receive an amount in cash equal to (A) the aggregate number of shares of Chico’s Common Stock subject to such Company RSA, multiplied by (B) the Per Share Price, subject to any required withholding of taxes;

each award of time-vesting restricted stock units granted under the Company Equity Plan (each, a “Company RSU Award”), whether vested or unvested, that was outstanding as of immediately prior to the Effective Time have become fully vested, cancelled, and automatically converted into the right to receive an amount in cash equal to (A) the aggregate number of shares of Chico’s Common Stock subject to such Company RSU Award, multiplied by (B) the Per Share Price, subject to any required withholding of taxes; and

each award of performance-vesting restricted stock units granted under the Company Equity Plan (each, a “Company PSU Award”), whether vested or unvested, that was outstanding as of immediately prior to the Effective Time have become fully time-vested, cancelled, and automatically converted into the right to receive an amount in cash equal to the product of (A) the aggregate number of shares of Chico’s Common Stock earned with respect to each Company PSU Award (determined based on (x) for each completed fiscal year during the performance period applicable to such Company PSU Award that ended at least one month prior to the Effective Time, actual performance as determined in accordance with the applicable award agreement, and (y) for each fiscal year during the performance period applicable to the Company PSU Award that did not end at least one month prior to the Effective Time, target performance for such fiscal year), multiplied by (B) the Per Share Price, subject to any required withholding of taxes.