Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM			10-Q


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 29, 2023


☐			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 001-16435



Chico’s FAS, Inc.
(Exact name of registrant as specified in its charter)


Florida						59-2389435
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

11215 Metro Parkway, Fort Myers, Florida 33966

(Address of principal executive offices) (Zip Code)

239-277-6200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.01 Per Share	CHS	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

☐

Accelerated filer

☑

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

At August 21, 2023, the registrant had 123,437,672 shares of Common Stock, $0.01 par value per share, outstanding.

Table of Contents

CHICO’S FAS, INC. AND SUBSIDIARIES

QUARTERLY REPORT ON FORM 10-Q

FOR THE

FISCAL THIRTEEN AND TWENTY-SIX WEEKS ENDED JULY 29, 2023

TABLE OF CONTENTS


PART I – Financial Information

Item 1.	Financial Statements:

	Condensed Consolidated Statements of Income for the Thirteen and Twenty-Six Weeks Ended July 29, 2023 (Unaudited) and July 30, 2022 (Unaudited)	4

	Condensed Consolidated Statements of Comprehensive Income for the Thirteen and Twenty-Six Weeks Ended July 29, 2023 (Unaudited) and July 30, 2022 (Unaudited)	5

	Condensed Consolidated Balance Sheets – July 29, 2023 (Unaudited), January 28, 2023 (Audited), and July 30, 2022 (Unaudited)	6

	Condensed Consolidated Statements of Shareholders’ Equity for the Thirteen and Twenty-Six Weeks Ended July 29, 2023 (Unaudited) and July 30, 2022 (Unaudited)	7

	Condensed Consolidated Statements of Cash Flows for the Thirteen and Twenty-Six Weeks Ended July 29, 2023 (Unaudited) and July 30, 2022 (Unaudited)	9

	Notes to Condensed Consolidated Financial Statements (Unaudited)	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33

Item 4.	Controls and Procedures	33

PART II – Other Information

Item 1.	Legal Proceedings	34

Item 1A.	Risk Factors	35



Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36

Item 5.	Other Information	37

Item 6.	Exhibits	38

Signatures		39

Table of Contents

PART I – FINANCIAL INFORMATION


ITEM 1.			FINANCIAL STATEMENTS

The accompanying notes are an integral part of these condensed consolidated statements.

CHICO’S FAS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(in thousands, except per share amounts)


	Thirteen Weeks Ended								Twenty-Six Weeks Ended
	July 29, 2023				July 30, 2022				July 29, 2023				July 30, 2022

	Amount		% of Sales		Amount		% of Sales		Amount		% of Sales		Amount		% of Sales
Net Sales	$	545,126	100.0	%	$	558,720	100.0	%	$	1,079,869	100.0	%	$	1,099,635	100.0	%
Cost of goods sold	328,226		60.2		327,206		58.6		637,960		59.1		651,556		59.3
Gross Margin	216,900		39.8		231,514		41.4		441,909		40.9		448,079		40.7
Selling, general, and administrative expenses	170,356		31.3		173,297		31.0		342,029		31.7		344,455		31.3



Income from Operations	46,544		8.5		58,217		10.4		99,880		9.2		103,624		9.4
Interest expense, net	(420)		(0.1)		(1,056)		(0.2)		(1,050)		(0.1)		(2,031)		(0.2)
Income before Income Taxes	46,124		8.4		57,161		10.2		98,830		9.1		101,593		9.2
Income tax (benefit) provision	(13,200)		(2.5)		15,200		2.7		(400)		(0.1)		24,700		2.2
Net Income	$	59,324	10.9	%	$	41,961	7.5	%	$	99,230	9.2	%	$	76,893	7.0	%
Per Share Data:
Net income per common share – basic	$	0.50			$	0.35			$	0.83			$	0.64
Net income per common and common equivalent share – diluted	$	0.49			$	0.34			$	0.81			$	0.62
Weighted average common shares outstanding – basic	119,113				120,003				119,408				119,498
Weighted average common and common equivalent shares outstanding – diluted	121,956				123,897				122,697				123,580

The accompanying notes are an integral part of these condensed consolidated statements.

Table of Contents

CHICO’S FAS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(in thousands)


	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	July 29, 2023		July 30, 2022		July 29, 2023		July 30, 2022
Net income	$	59,324	$	41,961	$	99,230	$	76,893
Other comprehensive income:
Unrealized gains on marketable securities, net of taxes	—		5		37		5

Comprehensive income	$	59,324	$	41,966	$	99,267	$	76,898

The accompanying notes are an integral part of these condensed consolidated statements.

Table of Contents

CHICO’S FAS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)


	July 29, 2023		January 28, 2023		July 30, 2022
ASSETS	(Unaudited)		(Audited)		(Unaudited)

Current Assets:
Cash and cash equivalents	$	129,015	$	153,377	$	157,233
Marketable securities, at fair value	21,717		24,677		15,301
Inventories	300,151		276,840		338,761
Prepaid expenses and other current assets	53,693		48,604		47,553
Income tax receivable	9,725		11,865		12,654

Total Current Assets	514,301		515,363		571,502
Property and Equipment, net	193,815		192,165		181,093
Right of Use Assets	464,050		435,321		438,959
Other Assets:
Goodwill	16,360		16,360		16,360
Other intangible assets, net	5,000		5,000		5,000
Other assets, net	42,420		23,632		19,599
Total Other Assets	63,780		44,992		40,959
	$	1,235,946	$	1,187,841	$	1,232,513
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	152,828	$	156,262	$	173,891
Current lease liabilities	152,927		153,202		165,345

Other current and deferred liabilities	118,146		141,698		143,181

Total Current Liabilities	423,901		451,162		482,417
Noncurrent Liabilities:
Long-term debt	24,000		49,000		99,000
Long-term lease liabilities	370,976		349,409		350,797
Other noncurrent and deferred liabilities	1,812		2,637		2,422

Total Noncurrent Liabilities	396,788		401,046		452,219
Commitments and Contingencies (see Note 11)
Shareholders’ Equity:
Preferred stock, $0.01 par value; 2,500 shares authorized; no shares issued and outstanding	—		—		—
Common stock, $0.01 par value; 400,000 shares authorized; 168,071 and 166,320 and 166,481 shares issued respectively; and 123,524 and 125,023 and 125,184 shares outstanding, respectively	1,235		1,250		1,252
Additional paid-in capital	514,059		513,914		508,105
Treasury stock, at cost, 44,547 and 41,297 and 41,297 shares, respectively	(514,168)		(494,395)		(494,395)
Retained earnings	414,252		315,022		282,910
Accumulated other comprehensive (loss) gain	(121)		(158)		5
Total Shareholders’ Equity	415,257		335,633		297,877
	$	1,235,946	$	1,187,841	$	1,232,513

The accompanying notes are an integral part of these condensed consolidated statements.

Table of Contents

CHICO’S FAS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

(in thousands)


	Thirteen Weeks Ended
	Common Stock			Additional Paid-in Capital		Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Gain (Loss)
	Shares	Par Value				Shares	Amount						Total
BALANCE, April 29, 2023	123,424	$	1,234	$	510,958	44,547	$	(514,168)	$	354,928	$	(121)	$	352,831


Net income	—	—		—		—	—		59,324		—		59,324
Unrealized gains on marketable securities, net of taxes	—	—		—		—	—		—		—		—

Issuance of common stock	135	1		97		—	—		—		—		98

Repurchase of common stock and tax withholdings related to share-based awards	(35)	—		(183)		—	—		—		—		(183)
Share-based compensation	—	—		3,187		—	—		—		—		3,187
BALANCE, July 29, 2023	123,524	$	1,235	$	514,059	44,547	$	(514,168)	$	414,252	$	(121)	$	415,257

BALANCE, April 30, 2022	125,161	$	1,251	$	504,977	41,297	$	(494,395)	$	240,945	$	—	$	252,778


Net income	—	—		—		—	—		41,961		—		41,961
Unrealized gains (losses) on marketable securities, net of taxes	—	—		—		—	—		—		5		5

Issuance of common stock	59	1		12		—	—		—		—		13
Dividends on common stock	—	—		—		—	—		4		—		4
Repurchase of common stock and tax withholdings related to share-based awards	(36)	—		(177)		—	—		—		—		(177)
Share-based compensation	—	—		3,293		—	—		—		—		3,293
BALANCE, July 30, 2022	125,184	$	1,252	$	508,105	41,297	$	(494,395)	$	282,910	$	5	$	297,877

The accompanying notes are an integral part of these condensed consolidated statements.

Table of Contents

CHICO’S FAS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

(in thousands, except per share amounts)


	Twenty-Six Weeks Ended
	Common Stock			Additional Paid-in Capital		Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Gain (Loss)
	Shares	Par Value				Shares	Amount						Total
BALANCE, January 28, 2023	125,023	$	1,250	$	513,914	41,297	$	(494,395)	$	315,022	$	(158)	$	335,633


Net income	—	—		—		—	—		99,230		—		99,230
Unrealized losses on marketable securities, net of taxes	—	—		—		—	—		—		37		37

Issuance of common stock	2,786	28		190		—	—		—		—		218
Dividends on common stock	—	—		—		—	—		—		—		—
Repurchase of common stock and tax withholdings related to share-based awards	(4,285)	(43)		(6,351)		3,250	(19,773)		—		—		(26,167)
Share-based compensation	—	—		6,306		—	—		—		—		6,306
BALANCE, July 29, 2023	123,524	$	1,235	$	514,059	44,547	$	(514,168)	$	414,252	$	(121)	$	415,257

BALANCE, January 29, 2022	122,526	$	1,225	$	508,654	41,297	$	(494,395)	$	206,020	$	—	$	221,504


Net income	—	—		—		—	—		76,893		—		76,893
Unrealized gains ( losses) on marketable securities, net of taxes	—	—		—		—	—		—		5		5

Issuance of common stock	4,255	43		113		—	—		—		—		156
Dividends on common stock	—	—		—		—	—		(3)		—		(3)
Repurchase of common stock and tax withholdings related to share-based awards	(1,597)	(16)		(7,819)		—	—		—		—		(7,835)
Share-based compensation	—	—		7,157		—	—		—		—		7,157
BALANCE, July 30, 2022	125,184	$	1,252	$	508,105	41,297	$	(494,395)	$	282,910	$	5	$	297,877

The accompanying notes are an integral part of these condensed consolidated statements.

Table of Contents

CHICO’S FAS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)


	Twenty-Six Weeks Ended
	July 29, 2023		July 30, 2022
Cash Flows from Operating Activities:
Net income	$	99,230	$	76,893
Adjustments to reconcile net income to net cash provided by operating activities:

Inventory write-offs	—		434
Depreciation and amortization	19,124		22,886
Non-cash lease expense	90,641		90,293


Loss on disposal and impairment of property and equipment, net	55		2,126
Deferred tax benefit	(15,427)		(432)
Share-based compensation expense	6,306		7,157


Changes in assets and liabilities:
Inventories	(23,311)		(15,806)
Prepaid expenses and other assets	(9,835)		(1,136)
Income tax receivable	2,140		1,044
Accounts payable	(3,351)		(6,635)
Accrued and other liabilities	(24,667)		2,683
Lease liability	(98,276)		(103,508)
Net cash provided by operating activities	42,629		75,999
Cash Flows from Investing Activities:
Purchases of marketable securities	(4,308)		(16,324)
Proceeds from sale of marketable securities	7,274		1,029
Purchases of property and equipment	(19,008)		(10,191)

Net cash used in investing activities	(16,042)		(25,486)
Cash Flows from Financing Activities:

Payments on borrowings	(25,000)		—
Payments of debt issuance costs	—		(706)
Proceeds from issuance of common stock	218		156

Repurchase of treasury stock under repurchase program	(19,805)		—
Payments of tax withholdings related to share-based awards	(6,362)		(7,835)
Net cash used in financing activities	(50,949)		(8,385)

Net (decrease) increase in cash and cash equivalents	(24,362)		42,128
Cash and Cash Equivalents, Beginning of period	153,377		115,105
Cash and Cash Equivalents, End of period	$	129,015	$	157,233

Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$	1,720	$	2,415
Cash paid for income taxes, net	$	13,117	$	16,559

The accompanying notes are an integral part of these condensed consolidated statements.

CHICO’S FAS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts and where otherwise indicated)

(Unaudited)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated financial statements of Chico’s FAS, Inc., a Florida corporation, and its wholly owned subsidiaries (the “Company”) have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and notes required by accounting principles generally accepted in the U.S. for complete financial statements. In the opinion of management, such interim financial statements reflect all normal, recurring adjustments considered necessary to present fairly the condensed consolidated financial position, the results of operations, and cash flows for the interim periods presented. All significant intercompany balances and transactions have been eliminated in consolidation. The fiscal year ended January 28, 2023 balance sheet data was derived from audited consolidated financial statements. For further information, refer to the consolidated financial statements and notes thereto for the fiscal year ended January 28, 2023, included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2023, filed with the Securities and Exchange Commission (“SEC”) on March 14, 2023 (“2022 Annual Report on Form 10-K”).

As used in this report, all references to “we,” “us,” “our,” “the Company,” and “Chico’s FAS,” refer to Chico’s FAS, Inc. and all of its wholly owned subsidiaries.

Our fiscal years end on the Saturday closest to January 31 and are designated by the calendar year in which the fiscal year commences. Operating results for the thirteen and twenty-six weeks ended July 29, 2023 are not necessarily indicative of the results that may be expected for the entire year.

Adoption of New Accounting Pronouncements

In September 2022, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update (“ASU”) 2022-04, entitled “Supplier Finance Programs: Disclosure of Supplier Finance Program Obligations,” to improve the disclosures of supplier finance programs. Specifically, the ASU requires disclosure of key terms of the supplier finance programs and a roll-forward of the related obligations. The amendments in this ASU do not affect the recognition, measurement, or financial statement presentation of obligations covered by supplier finance programs. The ASU is effective for the fiscal years, and the interim periods within those years, beginning after December 15, 2022, except for the amendment on roll-forward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company does not currently engage in supplier finance programs and, therefore, we have no incremental disclosures as required by ASU 2022-04.

There were no new accounting pronouncements adopted by the Company during the thirteen and twenty-six weeks ended July 29, 2023.

2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

The Company currently has no material recent accounting pronouncements yet to be adopted.

3. REVENUE RECOGNITION

Disaggregated Revenue

The table below disaggregates our operating segment revenue by brand, which we believe provides a meaningful depiction of the nature of our revenue. Amounts shown include licensing and wholesale revenue, which is not a significant component of total revenue, and is aggregated within the respective brands.



	Thirteen Weeks Ended								Twenty-Six Weeks Ended
	July 29, 2023				July 30, 2022				July 29, 2023				July 30, 2022
Chico’s	$	274,217	50.3	%	$	281,777	50.4	%	$	547,867	50.7	%	$	546,243	49.7	%
WHBM	150,048		27.5		158,581		28.4		303,518		28.1		327,610		29.8
Soma	120,861		22.2		118,362		21.2		228,484		21.2		225,782		20.5

Total Net Sales	$	545,126	100.0	%	$	558,720	100.0	%	$	1,079,869	100.0	%	$	1,099,635	100.0	%

Contract Liability

Contract liabilities in the unaudited condensed consolidated balance sheets are comprised of obligations associated with our gift card and customer rewards programs. As of July 29, 2023, January 28, 2023, and July 30, 2022, contract liabilities primarily consisted of gift cards of $30.9 million, $42.6 million and $33.7 million, respectively.

For the thirteen and twenty-six weeks ended July 29, 2023, the Company recognized $7.9 million and $19.1 million, respectively, of revenue that was previously included in the gift card contract liability as of January 28, 2023. For the thirteen and twenty-six weeks ended July 30, 2022, the Company recognized $8.5 million and $20.0 million, respectively, of revenue that was previously included in the gift card contract liability as of January 29, 2022.


	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	July 29, 2023		July 30, 2022		July 29, 2023		July 30, 2022


Beginning gift card liability	$	35,291	$	36,730	$	42,649	$	43,536
Issuances	10,759		11,281		18,983		20,341
Redemptions	(12,547)		(13,289)		(26,717)		(27,873)
Gift card breakage	(2,598)		(1,015)		(4,010)		(2,297)
Ending gift card liability	$	30,905	$	33,707	$	30,905	$	33,707

The Company maintains customer rewards programs in which customers earn points toward rewards for qualifying purchases and other marketing activities. Upon reaching specified point values, customers are issued a reward, which they may redeem on merchandise purchases at the Company’s stores or on its website. Generally, rewards earned must be redeemed within 60 days from the date of issuance. The Company defers a portion of the merchandise sales based on the estimated standalone selling price of the points earned. This deferred revenue is recognized as the rewards are redeemed or expire. While historically this points-based program was specific to Soma®, during the second quarter of fiscal year 2022, Chico’s FAS extended its points based rewards program to Chico’s® and White House Black Market® (“WHBM”). As of July 29, 2023, January 28, 2023, and July 30, 2022, the rewards deferred revenue balance was $9.2 million, $7.4 million, and $3.2 million, respectively.


	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	July 29, 2023		July 30, 2022		July 29, 2023		July 30, 2022


Beginning balance rewards deferred revenue	$	8,509	$	757	$	7,441	$	626
Net reduction in revenue / (revenue recognized)	724		2,479		1,792		2,610
Ending balance rewards deferred revenue	$	9,233	$	3,236	$	9,233	$	3,236

Performance Obligation

For the thirteen and twenty-six weeks ended July 29, 2023 and July 30, 2022, revenue recognized from performance obligations related to prior periods was not material. Revenue to be recognized in future periods related to performance obligations is not expected to be material.

4. LEASES

The Company leases retail stores, a limited amount of office space, and certain equipment under operating leases expiring in various years through the fiscal year ending 2033. All of our leases have been classified as operating leases and are recognized and measured as such.

Certain operating leases provide for renewal options that are at a pre-determined period and rental value. Furthermore, certain leases provide that we may cancel the lease if our retail sales at that location fall below an established level. In the normal course of business, operating leases are typically renewed or replaced by other leases.

Escalation of operating lease payments of certain leases depend on an existing index or rate, such as the consumer price index or the market interest rate. These are considered variable lease payments and are included in lease payments when the escalation is known.

Operating lease expense was as follows:


	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	July 29, 2023		July 30, 2022		July 29, 2023		July 30, 2022
Operating lease cost (1)	$	54,468	$	54,247	$	111,785	$	107,663

(1) For the thirteen and twenty-six weeks ended July 29, 2023, includes $13.6 million and $26.9 million, respectively, in variable lease costs. For the thirteen and twenty-six weeks ended July 30, 2022, includes $9.6 million and $19.1 million, respectively, in variable lease costs.

Supplemental balance sheet information related to operating leases was as follows:


	July 29, 2023			January 28, 2023			July 30, 2022
Right of use assets	$	464,050		$	435,321		$	438,959

Current lease liabilities	$	152,927		$	153,202		$	165,345
Long-term lease liabilities	370,976			349,409			350,797
Total operating lease liabilities	$	523,903		$	502,611		$	516,142

Weighted Average Remaining Lease Term (years)	4.3			4.2			4.0

Weighted Average Discount Rate (1)	5.7		%	5.3		%	4.6		%

(1) The incremental borrowing rate used by the Company is based on the rate at which the Company could borrow funds using its credit rating for a collateralized loan of similar term to the lease. The weighted average discount rate represents a weighted average of the incremental borrowing rate for each lease, weighted based on the remaining fixed lease obligations.

Supplemental cash flow information related to operating leases was as follows:


	Twenty-Six Weeks Ended
	July 29, 2023		July 30, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows	$	98,276	$	103,508
Right of use assets obtained in exchange for lease obligations, non-cash	105,442		54,336

Maturities of operating lease liabilities as of July 29, 2023 were as follows:


Fiscal Year Ending:
February 3, 2024	$	96,318
February 1, 2025	165,203
January 31, 2026	121,772
January 30, 2027	87,308
January 29, 2028	58,660
Thereafter	70,381
Total future minimum lease payments	$	599,642
Less imputed interest	(75,739)
Total	$	523,903

5. SHARE-BASED COMPENSATION

For the twenty-six weeks ended July 29, 2023 and July 30, 2022, share-based compensation expense was $6.3 million and $7.2 million, respectively. As of July 29, 2023, approximately 10.3 million shares remain available for future grants of equity awards under our 2020 Omnibus Stock and Incentive Plan.

Restricted Stock Awards

Restricted stock awards vest in equal annual installments over a three-year period from the date of grant, except for a (i) restricted stock award granted to our then Chief Executive Officer in fiscal 2019, which vests over a four-year period from the date of grant, and (ii) restricted stock awards granted in March 2021, which vest 50% one year from the date of grant, 30% two years from the date of grant, and 20% three years from the date of grant.

Restricted stock award activity for the twenty-six weeks ended July 29, 2023 was as follows:


	Number of Shares	Weighted Average Grant Date Fair Value
Unvested, beginning of period	4,611,801	$	4.02
Granted	2,083,840	5.86
Vested	(2,128,223)	3.75
Forfeited	(375,296)	5.03
Unvested, end of period	4,192,122	4.98

Restricted Stock Units

Restricted stock units vest 100% one year from the date of grant with certain rights to defer settlement in shares of our common stock, except for (i) restricted stock units granted in March 2021, which vest 50% one year from the date of grant, 30% two years from the date of grant, and 20% three years from the date of grant, and (ii) restricted stock units granted in March 2022, which vest in equal annual installments over a three-year period from the date of grant.

Restricted stock unit activity for the twenty-six weeks ended July 29, 2023 was as follows:


	Number of Shares	Weighted Average Grant Date Fair Value
Unvested, beginning of period	406,218	$	2.46
Granted	27,462	5.28
Vested	(274,573)	2.17

Unvested, end of period	159,107	3.46

Performance-based Restricted Stock Units

During the twenty-six weeks ended July 29, 2023, we granted performance-based restricted stock units (“PSUs”), contingent upon the achievement of Company-specific performance goals during the three fiscal years 2023 through 2025. Any units earned as a result of the achievement of the performance goals of the PSUs will vest three years from the date of grant and will be settled in shares of our common stock.

PSU activity for the twenty-six weeks ended July 29, 2023 was as follows:


	Number of Units/ Shares	Weighted Average Grant Date Fair Value
Unvested, beginning of period	2,696,449	$	3.48
Granted	1,214,376	5.71
Vested	(753,078)	3.17
Forfeited	(193,703)	5.45
Unvested, end of period	2,964,044	4.34

6. INCOME TAXES

The provision for income taxes is based on a current estimate of the annual effective tax rate and is adjusted as necessary for quarterly events. Our effective income tax rate may fluctuate from quarter to quarter as a result of a variety of factors, including changes in our assessment of certain tax contingencies, valuation allowances, changes in tax law, outcomes of administrative audits, the impact of discrete items, and the mix of earnings across jurisdictions.

For the thirteen weeks ended July 29, 2023 and July 30, 2022, the Company’s effective tax rate was 28.6% benefit and 26.6% expense, respectively. The effective tax rate of 28.6% benefit for the thirteen weeks ended July 29, 2023 primarily reflects a $25.6 million non-cash discrete benefit due to a reversal of the majority of the valuation allowance on deferred tax assets. The 26.6% effective tax rate for the thirteen weeks ended July 30, 2022 primarily reflects the impact of losses in foreign jurisdictions on which a full valuation allowance is recorded.

For the twenty-six weeks ended July 29, 2023 and July 30, 2022, the Company’s effective tax rate was 0.4% benefit and 24.3% expense, respectively. The effective tax rate benefit of 0.4% for the twenty-six weeks ended July 29, 2023 primarily reflects a $25.6 million non-cash discrete benefit, due to a reversal of the majority of the valuation allowance on deferred tax assets and favorable share-based compensation benefit. The 24.3% effective tax rate for the twenty-six weeks ended July 30, 2022 primarily reflects a share-based compensation benefit and a reduction in future reversing deferred tax liabilities.

As of July 29, 2023, our unaudited condensed consolidated balance sheet reflected a $7.9 million income tax receivable related to the recovery of federal income taxes paid in prior years and other tax law changes as a result of the Coronavirus Aid, Relief, and Economic Security Act, or Cares Act.

7. INCOME PER SHARE

In accordance with relevant accounting guidance, unvested share-based payment awards that include non-forfeitable rights to dividends, whether paid or unpaid, are considered participating securities. As a result, such awards are required to be included in the calculation of income per common share pursuant to the “two-class” method. For the Company, participating securities are comprised entirely of unvested restricted stock awards granted prior to fiscal 2020.

Net income per share is determined using the two-class method when it is more dilutive than the treasury stock method. Basic net income per share is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding during the period, including participating securities. Diluted net income per share reflects the dilutive effect of potential common shares from non-participating securities, such as restricted stock awards granted after fiscal 2019, stock options, PSUs, and restricted stock units.

The following table sets forth the computation of net income per basic and diluted share shown on the face of the accompanying condensed consolidated statements of income:


	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	July 29, 2023		July 30, 2022		July 29, 2023		July 30, 2022

Numerator:
Net income	$	59,324	$	41,961	$	99,230	$	76,893
Net income allocated to participating securities	(87)		(166)		(145)		(348)
Net income available to common shareholders	$	59,237	$	41,795	$	99,085	$	76,545
Denominator:
Weighted average common shares outstanding – basic	119,113		120,003		119,408		119,498
Dilutive effect of non-participating securities	2,842		3,894		3,290		4,082
Weighted average common and common equivalent shares outstanding – diluted	121,956		123,897		122,697		123,580
Net income per common share:
Basic	$	0.50	$	0.35	$	0.83	$	0.64
Diluted	$	0.49	$	0.34	$	0.81	$	0.62

For the thirteen weeks ended July 29, 2023 and July 30, 2022, 2.3 million and 0.05 million potential shares of common stock, respectively, were excluded from the diluted income per common share calculation relating to non-participating securities, because the effect of including these potential shares was antidilutive.

For the twenty-six weeks ended July 29, 2023 and July 30, 2022, 1.9 million and 0.1 million potential shares of common stock, respectively, were excluded from the diluted income per common share calculation relating to non-participating securities, due to the antidilutive effect of including these shares.

8. FAIR VALUE MEASUREMENTS

Our financial instruments generally consist of cash, money market accounts, marketable securities, assets held in our non-qualified deferred compensation plan, accounts receivable and payable, and debt. Cash, accounts receivable, and accounts payable are carried at cost, less reserves for credit losses, as applicable, which approximates their fair value due to the short-term nature of the instruments.

Marketable securities are classified as available-for-sale, and as of July 29, 2023, consisted of U.S. government agencies, corporate bonds, and commercial paper, with $20.1 million of securities with maturity dates within one year or less, and $1.6 million with maturity dates over one year.

We consider all marketable securities available-for-sale, including those with maturity dates beyond 12 months, and therefore classify these securities within current assets on the unaudited condensed consolidated balance sheets, as applicable, as they were available to support current operational liquidity needs. Marketable securities are carried at fair value, with the unrealized holding gains and losses, net of income taxes, reflected in accumulated other comprehensive gain (loss) until realized, and any credit risk-related losses recognized in net income during the period incurred. For the purposes of computing realized and unrealized gains and losses, cost is determined on a specific identification basis.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. Entities are required to use a three-level hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability on the measurement date. The three levels are defined as follows:


Level 1	—	Unadjusted quoted prices in active markets for identical assets or liabilities

Level 2	—	Unadjusted quoted prices in active markets for similar assets or liabilities; or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs other than quoted prices that are observable for the asset or liability

Level 3	—	Unobservable inputs for the asset or liability

Assets Measured on a Recurring Basis

We measure certain financial assets at fair value on a recurring basis, including our marketable securities, as applicable, which are classified as available-for-sale securities, certain cash equivalents, specifically our money market accounts and assets held in our non-qualified deferred compensation plan, as applicable. The money market accounts are valued based on quoted market prices in active markets. Our marketable securities are generally valued based on other observable inputs for those securities (including market corroborated pricing or other models that utilize observable inputs, such as interest rates and yield curves) based on information provided by independent third-party pricing entities, except for U.S. government securities, which are valued based on quoted market prices in active markets. The investments in our non-qualified deferred compensation plan are valued using quoted market prices and are included in other assets on our unaudited condensed consolidated balance sheets.

Assets Measured on a Nonrecurring Basis

From time to time, we measure certain assets at fair value on a nonrecurring basis when carrying value exceeds fair value. This measurement includes the evaluation of long-lived assets, goodwill, and other intangible assets for impairment using Company-specific assumptions that would fall within Level 3 of the fair-value hierarchy. Assets that are measured at fair value on a nonrecurring basis are remeasured when carrying value exceeds fair value. Carrying value after impairment approximates fair value.

We assess the carrying amount of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company uses market participant rents and a market participant discount rate to calculate the fair value of right of use assets. The Company uses discounted future cash flows of the asset or asset group using a discount rate that approximates the cost of capital of a market participant to quantify fair value for other long-lived assets within the asset group, which are primarily leasehold improvements. The asset group is defined as the lowest level for which identifiable cash flows are available and is largely independent of the cash flows of other groups of assets, which for our retail stores, is primarily at the store level.

To assess the fair value of goodwill, we have historically utilized both an income approach and a market approach. Inputs used to calculate the fair value based on the income approach primarily include estimated future cash flows, discounted at a rate that approximates the cost of capital of a market participant. Inputs used to calculate the fair value based on the market approach include identifying sales and EBITDA multiples based on guidelines for similar publicly traded companies and recent transactions.

To assess the fair value of trademarks, we utilize a relief from royalty approach. Inputs used to calculate the fair value of the trademarks primarily include future sales projections, discounted at a rate that approximates the cost of capital of a market participant, and an estimated royalty rate.

As of July 29, 2023, January 28, 2023, and July 30, 2022, our revolving loan and letter of credit facility approximates fair value, as this instrument has a variable interest rate that approximates current market rates (Level 2 criteria).

Fair value calculations contain significant judgments and estimates, which may differ from actual results due to, among other things, economic conditions, changes to the business model, or changes in operating performance.

We conduct reviews on a quarterly basis to verify pricing, assess liquidity, and determine if significant inputs have changed that would impact the fair value hierarchy disclosure.

In accordance with the provisions of the guidance, we categorized our financial assets and liabilities, which are valued on a recurring and nonrecurring basis, based on the priority of the inputs to the valuation technique for the instruments, as follows:


			Fair Value Measurements at the End of the Reporting Date Using
	Balance as of July 29, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Recurring fair value measurements:
Current Assets
Cash equivalents:
Money market accounts	$	20,690	$	20,690	$	—	$	—
Marketable securities:
U.S. government agencies	5,506		—		5,506		—
Corporate bonds	12,254		—		12,254		—
Commercial paper	3,957		—		3,957		—



Total recurring fair value measurements	$	42,407	$	20,690	$	21,717	$	—









			Fair Value Measurements at the End of the Reporting Date Using
	Balance as of January 28, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Recurring fair value measurements:
Current Assets
Cash equivalents:
Money market accounts	$	41,642	$	41,642	$	—	$	—
Marketable securities:


U.S. government agencies	5,506		—		5,506		—
Corporate bonds	12,802		—		12,802		—
Commercial paper	6,369		—		6,369		—



Total recurring fair value measurements	$	66,319	$	41,642	$	24,677	$	—








			Fair Value Measurements at the End of the Reporting Date Using
	Balance as of July 30, 2022		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Recurring fair value measurements:
Current Assets
Cash equivalents:
Money market accounts	$	35,195	$	35,195	$	—	$	—
Marketable securities:


U.S. government agencies	1,505		—		1,505		—
Corporate bonds	5,948		—		5,948		—
Commercial paper	7,848		—		7,848		—

Noncurrent Assets
Deferred compensation plan	4,803		4,803		—		—
Total recurring fair value measurements	$	55,299	$	39,998	$	15,301	$	—

9. DEBT

On February 2, 2022, the Company and certain material domestic subsidiaries entered into Amendment No. 2 (the “Amendment”) to its credit agreement (as amended, the “Credit Agreement”), originally entered into on August 2, 2018 and amended October 30, 2020, by and among the Company, certain material domestic subsidiaries as co-borrowers and guarantors, Wells Fargo Bank, National Association (“Wells Fargo Bank”), as Agent, letter of credit issuer, and swing line lender, and certain lenders party thereto. Our obligations under the Credit Agreement are guaranteed by the guarantors and are secured by a first priority lien on certain assets of the Company and certain material domestic subsidiaries, including inventory, accounts receivable, cash deposits, certain insurance proceeds, real estate, fixtures, and certain intellectual property. The Credit Agreement provides for a five-year Asset-Based Lending senior secured revolving loan (“ABL”) and letter of credit facility of up to $285.0 million, maturing February 2, 2027. The interest rate applicable to Term Secured Overnight Financing Rate (“SOFR”) loans drawn under the ABL is equal to Term SOFR plus 1.60% (subject to a further decrease to Term SOFR plus 1.35% or an increase to Term SOFR plus 1.85% based upon average quarterly excess availability under the ABL). The Credit Agreement also provides for a $15.0 million first-in last-out (“FILO”) loan. The interest rate applicable to the FILO is equal to Term SOFR plus 3.60% (subject to a further decrease to Term SOFR plus 3.35% or an increase to Term SOFR plus 3.85% based on average quarterly excess availability under the FILO). However, for any ABL or FILO with a SOFR interest rate period of six months, the interest rate applicable to the ABL and FILO is increased by 30 basis points.

The Credit Agreement contains customary representations, warranties, and affirmative covenants, as well as customary negative covenants, that, among other things restrict, subject to certain exceptions, the ability of the Company and certain of its domestic subsidiaries to (i) incur liens, (ii) make investments, (iii) issue or incur additional indebtedness, (iv) undergo significant corporate changes, including mergers and acquisitions, (v) make dispositions, (vi) make restricted payments, (vii) prepay other indebtedness, and (viii) enter into certain other restrictive agreements. The Company may pay cash dividends and repurchase shares under its share buyback program, subject to certain thresholds of available borrowings, based upon the lesser of the aggregate amount of commitments under the Credit Agreement and the borrowing base, determined after giving effect to any such transaction or payment, on a pro forma basis. In addition, the Company must pay a commitment fee per annum on the unused portion of the commitments under the Credit Agreement.

As of July 29, 2023, $24.0 million in net borrowings were outstanding under the Credit Agreement. Availability under the Credit Agreement is determined based upon a monthly borrowing base calculation, which includes eligible credit card receivables, real estate, and inventory, less outstanding borrowings, letters of credit, and certain designated reserves. As of July 29, 2023, the available additional borrowing capacity under the Credit Agreement was approximately $265.1 million, inclusive of the current loan cap of $30.0 million.

As of July 29, 2023, deferred financing costs of $2.9 million were outstanding related to the Credit Agreement and are presented in other current assets in the accompanying unaudited condensed consolidated balance sheet.

10. SHARE REPURCHASES

During the twenty-six weeks ended July 29, 2023, under our $300.0 million share repurchase program announced in November 2015 (“Prior Share Repurchase Program”), we repurchased 3.25 million shares at a total cost of approximately $19.8 million, at an average price of $6.09 per share. In June 2023, the Company authorized a new share repurchase program (“New Share Repurchase Program”) of up to $100 million of the Company’s common stock and cancelled the remaining $35.4 million available under the Prior Share Repurchase Program. As of July 29, 2023, the Company had $100.0 million remaining for future repurchases under the New Share Repurchase Program. However, we have no continuing obligation to repurchase shares under this authorization, and the timing, actual number, and purchase price of any shares purchased under the New Share Repurchase Program will depend on a variety of factors, including, but not limited to, the market price of the Company’s common stock, general business and market conditions, other investment opportunities, and applicable legal and regulatory requirements.

11. COMMITMENTS AND CONTINGENCIES

We are not currently a party to any material legal proceedings other than claims and lawsuits arising in the normal course of our business. All such matters are subject to uncertainties, and outcomes may not be predictable. Consequently, as of July 29, 2023, the ultimate aggregate amounts of monetary liability or financial impact with respect to such matters are not estimable. However, while such matters could affect our consolidated operating results when resolved in future periods, management believes that, upon final disposition, any monetary liability or financial impact to us would not be material to our annual consolidated financial statements.


ITEM 2.			MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q (“this Form 10-Q”) and in our Annual Report on Form 10-K for the fiscal year ended January 28, 2023, filed with the Securities and Exchange Commission (“SEC”) on March 14, 2023 (“2022 Annual Report on Form 10-K”).

Executive Overview

Chico’s FAS, Inc. (“Company,” “we,” “us,” or “our”) is a Florida-based fashion company founded in 1983 on Sanibel Island, Florida. The Company reinvented the fashion retail experience by creating fashion communities anchored by service, which put the customer at the center of everything we do. As one of the leading fashion retailers in North America, Chico’s FAS is a company of three unique brands – Chico’s®, White House Black Market® (“WHBM”), and Soma® – each operating in their own white space, founded by women, led by women, providing solutions that millions of women say give them confidence and joy. We sometimes refer to our Chico’s and WHBM brands collectively as our “Apparel Group.” Our distinct lifestyle brands serve the needs of fashion-savvy women with household incomes in the moderate-to-high income level. We earn revenue and generate cash through the sale of merchandise in our domestic retail stores, our various Company-operated e-commerce websites, social commerce, our call center (which takes orders for all our brands), and through unaffiliated franchise partners.

We utilize an integrated, omnichannel approach to managing our business. We want our customers to experience our brands holistically and to view the various commerce channels we operate as a single, integrated experience rather than as separate sales channels operating independently. This approach allows our customers to browse, purchase, return, or exchange our merchandise through whatever sales channel, and at whatever time, is most convenient. As a result, we track total sales and comparable sales on a combined basis.

Our growth strategy is supported by the “power of three” unique brands and the “power of three” commerce channels. Our physical stores serve as community centers for entertainment, self-discovery, where our stylists and bra experts showcase our products and share their knowledge and enthusiasm for our brands. Our digital stores serve as a first impression of our brands and an efficient platform to teach and inspire our customers about our merchandise. Our social stylists – who are a combination of store associates, social media platform hosts and hyperlocal social stylists who arrange events within their communities – are an additional connection between our physical stores and digital.

Business Highlights

The Company’s second quarter highlights include:

•Consistent profitability: For the second quarter, the Company reported net income per diluted share of $0.49, including the impact of a non-cash tax benefit of $25.6 million.

•Compelling two-year stacked comparable sales: For the second quarter, total Chico’s FAS comparable sales decreased 3.0% versus last year’s second quarter and increased 16.5% on a two-year stacked basis. Chico’s comparable sales decreased 2.5% versus the second quarter last year. WHBM comparable sales decreased 5.7% versus last year’s second quarter, marking a sequential improvement from the first quarter. Soma comparable sales were down 0.5% versus last year’s second quarter, marking a sequential comparable sales improvement over the last four consecutive quarters. For all three brands, full-priced sales remained healthy, and year-over-year total Company average dollar spend and units per transaction increased.

•Continued market share gains: Our brands continued to take market share. According to market research firm Circana, for the second quarter year over year, Chico’s and WHBM gained share with customers over 45 with household incomes over $100,000. During the same period, Soma outpaced the market and gained share with customers over 35 with household incomes over $100,000.

•Strong operating income: Second quarter income from operations was $46.5 million, or 8.5% of net sales, reflecting solid gross margin performance combined with continued, disciplined expense management and investment in the Company’s growth strategies.

•Solid balance sheet: The Company ended the second quarter with $150.7 million in cash and marketable securities and total liquidity of $385.8 million, with $24.0 million in long-term debt.

Financial Results

Income per diluted share for the second quarter was $0.49 compared to income per diluted share of $0.34 for last year's second quarter.

Income per diluted share for the twenty-six weeks ended July 29, 2023 was $0.81 compared to income per diluted share of $0.62 for twenty-six weeks ended July 30, 2022.

Select Financial Results

The following table depicts select financial results for the twenty-six weeks ended July 29, 2023 and July 30, 2022:


	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	July 29, 2023		July 30, 2022		July 29, 2023		July 30, 2022
	(in millions, except per share amounts)
Net sales	$	545	$	559	$	1,080	$	1,100

Income from operations	47		58		100		104
Net income (1)	59		42		99		77
Net income per common and common equivalent share – diluted(1)	$	0.49	$	0.34	$	0.81	$	0.62

(1) Includes a $25.6 million non-cash favorable impact of the tax valuation allowance reversal during the second quarter of 2023.

Current Trends

Our financial results, we believe, demonstrate that we are successfully executing on our four strategic pillars of customer led, product obsessed, digital first and operationally excellent.

We offer our customers the ability to shop through three powerful platforms – digital, stores, and our social stylists. Our customers have proven to be resilient, and our multi-channel customers are especially valuable to us, spending three times more than single-channel customers. We continually work to assure we are meeting our customers’ demands with the right balance and styles of inventory and accommodating their evolving shopping preferences. We are constantly innovating and introducing new fashion, trends, and fabrications to our assortments. Over the last several years, we have made meaningful investments to transform our Company into a digital-first enterprise, fast-tracking numerous innovation and technology investments across all three brands to improve service, engagement, and decision making. In addition, we are disciplined in the way we manage our inventories, costs, real estate, and cash.

Our cash position, total liquidity, and operating cash flow remain strong, providing us with flexibility to manage the business, make investments to further propel our growth, and return excess cash to shareholders, as deemed appropriate. We expect our financial position to further strengthen in the remainder fiscal 2023. In addition to funding strategic investments, we believe our cash flow will allow us to navigate any economic developments that may arise over the coming quarters.

Looking ahead, we are well-positioned to react in this dynamic environment, further supported by a strong balance sheet. We are managing lean inventories; making prudent investments in digital, technology, and stores; and progressing on our key strategic initiatives that we expect will deliver both top- and bottom-line growth over the long term.

Fiscal 2023 Third Quarter and Full-Year Outlook

For fiscal 2023 third quarter, the Company currently expects:

•Consolidated net sales of $505 million to $525 million;

•Gross margin rate as a percent of net sales of 38.5% to 39.0%;

•SG&A as a percent of net sales of 35.1% to 35.6%;

•Effective income tax rate of 29.0%; and

•Earnings per diluted share of $0.08 to $0.12.

For fiscal 2023, a 53-week year, the Company currently expects:

•Consolidated net sales of $2,145 million to $2,175 million;

•Gross margin rate as a percent of net sales of 38.5% to 38.8%;

•SG&A as a percent of net sales of 33.0% to 33.3%;

•Effective income tax rate of 26.0%;

•Earnings per diluted share of $0.87 to $0.95 (1); and

•Capital and cloud-based expenditures of $75 million to $85 million.

(1) Includes a non-cash tax benefit of $25.6 million, reported in the second quarter of 2023.

Key Performance Indicators

In assessing the performance of our business, we consider a variety of key performance and financial measures to evaluate our business, develop financial forecasts, and make strategic decisions. These key measures include liquidity, comparable sales, gross margin as a percent of sales, diluted income per share, and return on net assets (“RONA”). Our focus remains to effectively manage our liquidity position, including aligning our operating cost structure with expected sales. We will continue to evaluate our other key performance and financial measures, which are described below.

Liquidity

Liquidity is measured through cash flow, which is the measure of cash provided by, or used in, operating, investing, and financing activities. We believe we are able to effectively manage our liquidity position.

Comparable Sales

Comparable sales is an omnichannel measure of the amount of sales generated from products the Company sells directly to the consumer, relative to the amount of sales generated in the comparable prior-year period. Comparable sales is defined as sales from stores open for the preceding twelve months, including stores that have been expanded, remodeled, or relocated within the same general market and also includes online and catalog sales. The comparable sales calculation excludes the negative impact of stores closed for four or more days.

Gross Margin as a Percentage of Net Sales

Gross margin as a percentage of net sales is computed as gross margin divided by net sales. We believe gross margin as a percentage of net sales is a primary metric to measure the performance of our business, as gross margin is used to determine the value of incremental sales, and to guide pricing and promotion decisions.

Diluted Income per Share

Income per share is determined using the two-class method when it is more dilutive than the treasury stock method. Basic income per share is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding during the period, including participating securities. Diluted income per share reflects the dilutive effect of potential common shares from non-participating securities, such as stock options, performance stock units, and restricted stock units. While basic income per share serves as an indicator of the Company’s profitability, we believe diluted income per share is a key performance measure because it gauges the Company’s quality of income per share, assuming all potential common shares from non-participating securities are exercised.

Return on Net Assets

RONA is defined as (i) net income divided by (ii) the “five-point average” (based on balances at the beginning of the first quarter plus the final balances for each quarter of the fiscal year) of net working capital less cash and marketable securities plus fixed assets. We believe RONA is a primary metric, as it helps to determine how well the Company is utilizing its assets. As such, a higher RONA could indicate that the Company is using its assets and working capital efficiently and effectively.

Our Business Strategy

Our business strategy is focused on building a collection of distinct high-performing retail brands primarily serving the fashion needs of women with moderate-to-high household income levels.

The primary function of the Company is the production and procurement of beautiful merchandise that delivers the brand promise and brand positioning of each of our brands and that resonates with customers. To that end, we are continually strengthening our merchandise and design capabilities, and enhancing our sourcing and supply chain to deliver product in a timely manner to our customers, while also focusing on improving the quality and aesthetic of our merchandise.

Over the long term, we may build our brand portfolio by organic development or acquisition of other specialty retail concepts if the opportunity complements our current brands, is appropriate, and is in the best interest of our shareholders.

We pursue improving the performance of our brands by building our omnichannel capabilities, growing our online presence, managing our store base, executing marketing plans, leveraging expenses effectively, considering additional sales channels and markets, and optimizing the merchandise offerings of each of our brands. We continue to invest heavily in our omnichannel capabilities so that our customers can fully experience our brands in the manner they choose.

We view our stores and Company-operated e-commerce websites as a single, integrated sales function rather than as separate, independently operated sales channels. As a result, we maintain a shared inventory platform for our primary operations, allowing us to fulfill orders for all channels from our distribution center (“DC”) in Winder, Georgia. Our domestic customers can return merchandise to a store or to our DC, regardless of the original purchase location. Using our enhanced “Locate” tool, we ship in-store orders from other locations directly to the customer, expediting delivery times while reducing our shipping costs. In addition, our shared inventory system enables customers to make purchases online that ship either from our DC or a store. Our mobile apps launched in 2022, following our previously introduced customized, branded, digital styling software tools, StyleConnect® and MY CLOSETSM, and Buy On-Line, Pick-up In-Store. We believe all of these digital tools are driving customer engagement, loyalty and cross-channel shopping.

We seek to acquire new customers and retain existing customers by leveraging existing customer-specific data and through targeted marketing, including digital marketing, social media, television, catalogs, and mailers. We seek to optimize the potential of our brands with innovative product offerings, potential new merchandise opportunities, and brand extensions that enhance the current offerings, as well as through continued emphasis on our “Most Amazing Personal Service” standard. We also will continue to consider potential alternative sales channels for our brands, including international franchise, wholesale, licensing, and other opportunities.

We are focused on driving profitable growth through four strategic pillars: customer led, product obsessed, digital first, and operationally excellent.

•By being customer-led, we are focused on building community engagement, creating exceptional customer experiences, and increasing customer lifetime value.

•We are product-obsessed, delivering best-in-class merchandise to our Chico’s, WHBM and Soma customers, offering a continual pipeline of innovation and beautiful solutions that inspire confidence and joy. With each brand, we are focused on elevating average unit retail and driving full-priced sales growth.

•Being digital-first means we want to strengthen our core platform, data-driven insights, and decision-making. We are leveraging technology to engage and deliver to our customers across channels and brands.

•To be operationally excellent, we are continually focusing on diligently managing our inventory, cost of sales, supply chain, expenses, and real estate, while generating healthy cash flow and delivering a strong bottom line.

Results of Operations

Thirteen Weeks Ended July 29, 2023 Compared to the Thirteen Weeks Ended July 30, 2022

Net Income and Income per Diluted Share

For the second quarter, the Company reported net income of $59.3 million, or $0.49 per diluted share, compared to net income of $42.0 million, or $0.34 per diluted share, in last year’s second quarter. This year’s net income and diluted earnings per share include the impact of a non-cash tax benefit of $25.6 million.

Net Sales

The following table depicts net sales by Chico’s, WHBM, and Soma in dollars and as a percentage of total net sales for the thirteen weeks ended July 29, 2023 and July 30, 2022:


	Thirteen Weeks Ended
	July 29, 2023				July 30, 2022

	(dollars in millions)

Chico’s	$	274	50.3	%	$	282	50.4	%
WHBM	150		27.5		159		28.4
Soma	121		22.2		118		21.2

Total Net Sales	$	545	100.0	%	$	559	100.0	%

For the second quarter, net sales were $545.1 million compared to $558.7 million in last year’s second quarter. This decrease of 2.4% primarily reflects a comparable sales decrease of 3.0% since last year’s second quarter. The 3.0% comparable sales decline was driven by a decrease in transaction count, partially offset by an increase in average dollar sale.

The following table depicts comparable sales percentages by Chico’s, WHBM, and Soma for the thirteen weeks ended July 29, 2023 and July 30, 2022:


	Thirteen Weeks Ended
	July 29, 2023		July 30, 2022
	Compared to Fiscal 2022		Compared to Fiscal 2021
Chico’s	(2.5)	%	29.7	%
WHBM	(5.7)		31.9
Soma	(0.5)		(9.2)
Total Company	(3.0)		19.5

Cost of Goods Sold / Gross Margin

The following table depicts cost of goods sold and gross margin in dollars and gross margin as a percentage of total net sales for the thirteen weeks ended July 29, 2023 and July 30, 2022:


	Thirteen Weeks Ended
	July 29, 2023			July 30, 2022

	(dollars in millions)
Cost of goods sold	$	328		$	327
Gross margin	217			232
Gross margin percentage	39.8		%	41.4		%

For the second quarter, gross profit was $216.9 million, or 39.8% of net sales, compared to $231.5 million, or 41.4% of net sales, in last year’s second quarter. The 160-basis-point decrease in gross margin primarily reflects higher occupancy costs; lower average unit retail; and increased raw material costs partially offset by lower inbound freight; and the benefit of disciplined expense management.

Selling, General, and Administrative Expenses

The following table depicts selling, general, and administrative expenses (“SG&A”), which includes store and direct operating expenses, marketing expenses and National Store Support Center (“NSSC”) expenses, in dollars and as a percentage of total net sales for the thirteen weeks ended July 29, 2023 and July 30, 2022:


	Thirteen Weeks Ended
	July 29, 2023			July 30, 2022

	(dollars in millions)
Selling, general, and administrative expenses	$	170		$	173
Percentage of total net sales	31.3		%	31.0		%

For the second quarter, SG&A was $170.4 million, or 31.3% of net sales, compared to $173.3 million, or 31.0% of net sales, for last year’s second quarter. The 30 basis points of deleverage primarily reflects increased store operating expenses and deleverage on lower net sales, partially offset by disciplined expense management.

Income Taxes

The Company’s second quarter effective tax rate was a 28.6% benefit compared to a 26.6% expense for last year’s second quarter. This year’s effective tax rate primarily reflects a $25.6 million non-cash discrete benefit due to a reversal of the majority of the valuation allowance on deferred tax assets. Last year’s second quarter effective tax rate primarily reflected the impact of losses in foreign jurisdictions on which a full valuation allowance is recorded.

Twenty-Six Weeks Ended July 29, 2023 Compared to the Twenty-Six Weeks Ended July 30, 2022

Net Income and Income per Diluted Share

For the twenty-six weeks ended July 29, 2023, the Company reported net income of $99.2 million, or $0.81 per diluted share, compared to net income of $76.9 million, or $0.62 per diluted share, for the twenty-six weeks ended July 30, 2022. This year’s net income and diluted earnings per share include the impact of a non-cash tax benefit of $25.6 million.

Net Sales

The following table depicts net sales by Chico’s, WHBM, and Soma in dollars and as a percentage of total net sales for the twenty-six weeks ended July 29, 2023 and July 30, 2022:


	Twenty-Six Weeks Ended
	July 29, 2023				July 30, 2022

	(dollars in millions)
Chico’s	$	548	50.7	%	$	546	49.7	%
WHBM	304		28.1		328		29.8
Soma	228		21.2		226		20.5

Total net sales	$	1,080	100.0	%	$	1,100	100.0	%

Net sales for the twenty-six weeks ended July 29, 2023 decreased to $1,079.9 million from $1,099.6 million for the twenty-six weeks ended July 30, 2022. This 1.8% decrease primarily reflects the comparable sales decrease of 1.8%. The 1.8% comparable sales decline was driven by a decrease in transaction count, partially offset by an increase in average dollar sale.

The following table depicts comparable sales percentages by Chico’s, WHBM, and Soma for the twenty-six weeks ended July 29, 2023:


	Twenty-Six Weeks Ended
	July 29, 2023		July 30, 2022
	Compared to Fiscal 2022		Compared to Fiscal 2021
Chico's	1.1	%	39.6	%
WHBM	(6.9)		47.0	%
Soma	(1.5)		(5.7)	%
Total Company	(1.8)		28.9	%

Cost of Goods Sold / Gross Margin

The following table depicts cost of goods sold and gross margin in dollars and gross margin, as well as gross margin as a percentage of total net sales, for the twenty-six weeks ended July 29, 2023 and July 30, 2022:


	Twenty-Six Weeks Ended
	July 29, 2023			July 30, 2022

	(dollars in millions)
Cost of goods sold	$	638		$	652
Gross margin	442			448
Gross margin percentage	40.9		%	40.7		%

Gross margin for the twenty-six weeks ended July 29, 2023 was $441.9 million, or 40.9% of net sales, compared to $448.1 million, or 40.7% of net sales, for the twenty-six weeks ended July 30, 2022. The 20-basis-point improvement in gross margin rate primarily reflects lower inbound freight costs, higher average unit retail, and disciplined expense management, partially offset by higher raw material and occupancy costs.

Selling, General, and Administrative Expenses

The following table depicts SG&A, which includes store and direct operating expenses, marketing expenses and NSSC expenses, in dollars and as a percentage of total net sales, for the twenty-six weeks ended July 29, 2023 and July 30, 2022:


	Twenty-Six Weeks Ended
	July 29, 2023			July 30, 2022

	(dollars in millions)
Selling, general, and administrative expenses	$	342		$	344
Percentage of total net sales	31.7		%	31.3		%

For the twenty-six weeks ended July 29, 2023, SG&A was $342 million, or 31.7% of net sales, compared to $344 million, or 31.3% of net sales, for the twenty-six weeks ended July 30, 2022. The increase in SG&A as a percent of total net sales primarily reflects increased store operating and marketing expenses to support the long-term growth strategies, partially offset by disciplined expense management.

Income Taxes

The effective tax rate for the twenty-six weeks ended July 29, 2023 and July 30, 2022 was 0.4% benefit and 24.3% expense, respectively. The 0.4% benefit for the twenty-six weeks ended July 29, 2023 primarily reflects a $25.6 million non-cash discrete benefit, due to a reversal of the majority of the valuation allowance on deferred tax assets and favorable share-based compensation benefit. The effective tax rate of 24.3% for the twenty-six weeks ended July 30, 2022 reflects a favorable share-based compensation benefit and reduction in future reversing deferred tax liabilities.

Cash, Marketable Securities, and Capital Allocation

At the end of the second quarter, cash and marketable securities totaled $150.7 million compared to $172.5 million at the end of last year’s second quarter.

Long-term debt at the end of the second quarter totaled $24.0 million compared to $99.0 million at the end of last year’s second quarter, reflecting a principal payment of $25.0 million in the first quarter of fiscal year 2023, in addition to the $50.0 million repaid in fiscal year 2022.

During the second quarter of fiscal 2023, the Company announced that its Board of Directors (“Board”) authorized a new share repurchase program for up to $100 million of the Company’s common stock and canceled the remainder of its $300 million share repurchase program. As of July 29, 2023, the Company had $100.0 million remaining for future repurchases under the program.

Inventories

At the end of the second quarter, inventories totaled $300.2 million compared to $338.8 million at the end of last year’s second quarter. The decrease of $38.6 million, or 11.4%, was primarily due to normalized supply chain conditions that resulted in significantly lower in-transit inventories.

Income Tax Receivable

At the end of the second quarter, our unaudited condensed consolidated balance sheet reflected a $7.9 million income tax receivable related to the recovery of federal income taxes paid in prior years and other tax law changes as a result of the Coronavirus Aid, Relief, and Economic Security Act, or CARES Act.

Liquidity and Capital Resources

The Company’s material cash requirements include amounts outstanding under operating leases, open purchase orders for inventory, and other operating expenses in the normal course of business, contractual commitments for future capital expenditures, long-term debt obligations, and interest payments on long-term debt. Our ongoing capital requirements will continue to be primarily for enhancing and expanding our omnichannel capabilities, including investments in our stores, information technology, and supply chain.

The Company anticipates satisfying its material cash requirements from its cash flows from operating activities, our cash on hand, capacity within our credit facility, and other liquidity options.

The following table summarizes cash flows for the year-to-date period ended July 29, 2023 compared to last year’s year-to-date period ended July 30, 2022:


	Twenty-Six Weeks Ended
	July 29, 2023		July 30, 2022
	(in millions) (1)
Net cash provided by operating activities	$	43	$	76
Net cash used in investing activities	(16)		(25)
Net cash used in financing activities	(51)		(8)

Net (decrease) increase in cash and cash equivalents	$	(24)	$	42

(1) Values may not foot due to rounding.

Operating Activities

Net cash provided by operating activities for the year-to-date period of fiscal 2023 was $42.6 million compared to $76.0 million in last year’s the year-to-date period. The change in net cash provided by operating activities primarily reflects an increase in inventory spending, the timing of pre-paid expenses, higher payments for accrued personnel costs, and a reduction in income tax liabilities.

Investing Activities

Net cash used in investing activities for the year-to-date period of fiscal 2023 was $16.0 million compared to $25.5 million in last year’s year-to-date period, reflecting a net $18.3 million decrease in investments made in marketable securities and an $8.8 million increase in capital spending in comparison to the prior year.

Financing Activities

Net cash used in financing activities for the year-to-date period of fiscal 2023 was $50.9 million compared to $8.4 million used in last year’s year-to-date period. The change in net cash used in financing activities primarily reflects a $25.0 million increase in payment on borrowings and approximately $19.8 million in share repurchases, partially offset by $1.5 million less in payments of tax withholding related to the vesting of share-based awards.

Credit Facility

On February 2, 2022, the Company and certain material domestic subsidiaries entered into Amendment No. 2 (the “Amendment”) to its credit agreement (as amended, the “Credit Agreement”) originally entered into on August 2, 2018 and amended October 30, 2020, by and among the Company, certain material domestic subsidiaries as co-borrowers and guarantors, Wells Fargo Bank, National Association (“Wells Fargo Bank”), as Agent, letter of credit issuer and swing line lender, and certain lenders party thereto. Our obligations under the Credit Agreement are guaranteed by the guarantors and are secured by a first-priority lien on certain assets of the Company and certain material domestic subsidiaries, including inventory, accounts receivable, cash deposits, certain insurance proceeds, real estate, fixtures, and certain intellectual property. The Credit Agreement provides for a five-year Asset-Based Lending senior secured revolving loan (“ABL”) and letter of credit facility of up to $285.0 million, maturing February 2, 2027. The interest rate applicable to Term Secured Overnight Financing Rate (“SOFR”) loans drawn under the ABL is equal to Term SOFR plus 1.60% (subject to a further decrease to Term SOFR plus 1.35% or an increase to Term SOFR plus 1.85% based upon average quarterly excess availability under the ABL). The Credit Agreement also provides for a $15.0 million first-in last-out (“FILO”) loan. The interest rate applicable to the FILO is equal to Term SOFR plus 3.60% (subject to a further decrease to Term SOFR plus 3.35% or an increase to Term SOFR plus 3.85% based on average quarterly excess availability under the FILO). However, for any ABL or FILO with a SOFR interest rate period of six months, the interest rate applicable to the ABL and FILO is increased by 30 basis points.

The Credit Agreement contains customary representations, warranties, and affirmative covenants, as well as customary negative covenants, that, among other things, restrict, subject to certain exceptions, the ability of the Company and certain of its domestic subsidiaries to: (i) incur liens, (ii) make investments, (iii) issue or incur additional indebtedness, (iv) undergo significant corporate changes, including mergers and acquisitions, (v) make dispositions, (vi) make restricted payments, (vii) prepay other indebtedness, and (viii) enter into certain other restrictive agreements. The Company may pay cash dividends and repurchase shares under its share buyback program, subject to certain thresholds of available borrowings based upon the lesser of (i) the aggregate amount of commitments under the Credit Agreement and (ii) the borrowing base, determined after giving effect to any such transaction or payment, on a pro forma basis. In addition, the Company must pay a commitment fee per annum on the unused portion of the commitments under the Credit Agreement.

Store and Franchise Activity

Stores continue to be an important part of our omnichannel strategy, and digital sales are typically higher in markets where we have a retail presence. We will continue to actively manage our real estate portfolio, reflecting our digital-first strategy and our higher overall store and Company profitability standards. We will continue to adjust our store base, as appropriate, to align with these standards, primarily as leases come due, lease kickouts are available, or buyouts make economic sense.

We closed net 11 underperforming locations during the twenty-six weeks ended July 29, 2023 ending the second quarter with 1,258 boutiques. This year, the Company has upgraded approximately 60 Chico’s boutiques. With respect to Soma, we have identified three stores to open this year and are actively looking for additional locations, should the right high-return opportunities develop.

As of July 29, 2023, the Company’s franchise operations consisted of 58 international retail locations in Mexico and two domestic airport locations.

Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations are based upon the condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Management has discussed the development and selection of these critical accounting estimates with the Audit Committee of our Board and believes the assumptions and estimates, as set forth in our 2022 Annual Report on Form 10-K, are significant to reporting our results of operations and financial position. There have been no material changes to our critical accounting estimates as disclosed in our 2022 Annual Report on Form 10-K.

Forward-Looking Statements

This Form 10-Q may contain statements concerning our current expectations, assumptions, plans, estimates, judgments, and projections about our business and our industry, and other statements that are not historical facts. These statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In most cases, words or phrases such as “aim,” “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “target,” “may,” “will,” “plans,” “path,” “outlook,” “project,” “should,” “strategy,” “potential,” “confident,” “assumptions,” and similar expressions identify forward-looking statements. These forward-looking statements are based largely on information currently available to our management and are subject to various risks and uncertainties that could cause actual results to differ materially from historical results or those expressed or implied by such forward-looking statements. Although we believe our expectations are based on reasonable estimates and assumptions, our expectations are not guarantees of performance. There is no assurance that our expectations will occur or that our estimates or assumptions will be correct, and we caution investors and all others not to place undue reliance on such forward-looking statements. Factors that could cause actual results to differ include, but are not limited to, those factors described in Item 1A, “Risk Factors” in our most recent Annual Report on Form 10-K and, from time to time, in Item 1A, “Risk Factors” in our Quarterly Reports on Form 10-Q and the following:

•the ability of our suppliers, logistics providers, vendors, and landlords to meet their obligations to us in light of financial stress, labor shortages, liquidity challenges, bankruptcy filings by other industry participants, and supply chain and other disruptions;

•our ability to sufficiently staff our retail stores;

•changes in general economic conditions, including, but not limited to, consumer confidence and spending patterns;

•the impacts of rising inflation, gasoline prices, and interest rates on consumer spending;

•the availability of, and interest rates on, consumer credit;

•the impact of consumer debt levels and consumers’ ability to meet credit obligations;

•market disruptions, including pandemics or significant health hazards, severe weather conditions, natural disasters, terrorist activities, financial crises, adverse developments affecting the financial services industry, political and social crises, war and other military conflicts (such as the war in Ukraine) or other major events, or the prospect of these events (including their impact on consumer spending, inflation, and the global supply chain);

•shifts in consumer behavior, and our ability to adapt, identify, and respond to new and changing fashion trends and customer preferences, and to coordinate product development with buying and planning;

•changes in the general or specialty retail or apparel industries, including significant decreases in market demand and the overall level of spending for women’s private-branded clothing and related accessories;

•our ability to secure and maintain customer acceptance of in-store and online concepts and styles;

•our ability to maintain strong relationships with our vendors, manufacturers, licensors, and retail customers;

•increased competition in the markets in which we operate, including for, among other things, premium mall space;

•our ability to remain competitive with customer shipping terms and costs;

•decreases in customer traffic at malls, shopping centers, and our stores;

•fluctuations in foreign currency exchange rates and commodity prices;

•significant increases in the costs of manufacturing, raw materials, transportation, importing, distribution, labor, and advertising;

•decreases in the quality of merchandise received from suppliers and increases in delivery times for receiving such merchandise;

•our ability to appropriately manage our store fleet;

•our ability to achieve the expected results of any store openings or store closings;

•our ability to appropriately manage inventory and allocation processes and leverage targeted promotions;

•our ability to maintain cost-saving discipline;

•our ability to generate sufficient cash flow;

•our ability to operate our retail websites in a profitable manner;

•our ability to successfully identify and implement additional sales and distribution channels;

•changes in the timing of holidays or in the onset of seasonal weather affecting period-to-period sales comparisons;

•our ability to successfully execute and achieve the expected results of our business, brand strategies, brand awareness programs, and merchandising and marketing programs, including, but not limited to, the Company’s rewards programs and its three-year strategic growth plan, sales initiatives, multi-channel strategies, and four strategic pillars, which are (1) customer led, (2) product obsessed, (3) digital first, and (4) operationally excellent;

•our ability to utilize our Fort Myers campus, our distribution center, and our other support facilities in an efficient and effective manner;

•our reliance on sourcing from foreign suppliers;

•significant adverse economic, labor, political, or other shifts (including adverse changes in tariffs, taxes, or other import regulations, particularly with respect to China or Vietnam, or legislation prohibiting certain imports from China or Vietnam);

•U.S. and foreign governmental actions and policies, and changes thereto;

•the continuing performance, implementation, and integration of our management information systems;

•our ability to successfully update and maintain our information systems;

•the impact of any system failure, cybersecurity, or other data security breaches, including any security breaches resulting in the theft, transfer, or unauthorized disclosure of customer, employee, or company information that we or our third-party vendors may experience;

•the risks that our share repurchase program may not successfully enhance shareholder value, or that share repurchases could be negatively perceived by investors;

•our ability to comply with applicable domestic and foreign information security and privacy laws, regulations, and technology platform rules or other obligations related to data privacy and security;

•our ability to attract, hire, train, motivate, and retain qualified employees in an inclusive environment;

•our ability to successfully recruit leadership or transition members of our senior management team;

•increased public focus and opinion on environmental, social, and governance (“ESG”) initiatives and our ability to meet any announced ESG goals and initiatives;

•future unsolicited offers to buy the Company and actions of activist shareholders and others, and our ability to respond effectively;

•our ability to secure and protect our trademark and other intellectual property rights;

•our ability to protect our reputation and our brand images;

•unanticipated obligations or changes in estimates arising from new or existing litigation, income taxes, and other regulatory proceedings;

•unanticipated adverse changes in legal, regulatory, or tax laws; and

•our ability to comply with the terms of our credit agreement, including the restrictive provisions limiting our flexibility in operating our business and in obtaining additional credit on commercially reasonable terms.

These factors should be considered in evaluating forward-looking statements contained herein. All forward-looking statements that are made, or are attributable to us, are expressly qualified in their entirety by this cautionary notice. The forward-looking statements included herein are only made as of the date of this Form 10-Q. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.


ITEM 3.			QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The market risk of our financial instruments as of July 29, 2023 has not materially changed since January 28, 2023. We are exposed to market risk from changes in interest rates on any future indebtedness and our marketable securities and also from foreign currency exchange rate fluctuations.

Our exposure to interest rate risk relates in part to our Credit Agreement with Wells Fargo Bank, which is further discussed in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Item 1, Note 9 to the accompanying unaudited condensed consolidated financial statements included in this Form 10-Q. The interest rate applicable to Term SOFR loans drawn under the ABL is equal to Term SOFR plus 1.60% (subject to a further decrease to Term SOFR plus 1.35% or an increase to Term SOFR plus 1.85% based upon average quarterly excess availability under the ABL). The Credit Agreement also provides for a $15.0 million FILO loan. The interest rate applicable to the FILO is equal to Term SOFR plus 3.60% (subject to a further decrease to Term SOFR plus 3.35% or an increase to Term SOFR plus 3.85% based on average quarterly excess availability under the FILO). However, for any ABL or FILO with a SOFR interest rate period of six months, the interest rate applicable to the ABL and FILO is increased by 30 basis points. As of July 29, 2023, $24 million in borrowings was outstanding under the Credit Agreement and is reflected as long-term debt in the accompanying unaudited condensed consolidated balance sheet. An increase in market interest rates of 100 basis points would increase interest expense in the amount of approximately $0.9 million over the remaining term of the loan.

Our investment portfolio is maintained in accordance with our investment policy, which identifies allowable investments, specifies credit quality standards, and limits the credit exposure of any single issuer. Our investment portfolio consists of cash equivalents and marketable securities, which includes U.S. government agencies, corporate bonds and commercial paper. The marketable securities portfolio as of July 29, 2023 consisted of $20.1 million of securities with maturity dates within one year or less and $1.6 million with maturity dates over one year. We consider all securities available-for-sale, including those with maturity dates beyond 12 months, and therefore classified these securities, as applicable, as short-term investments within current assets on the consolidated balance sheets, as they are available to support current operational liquidity needs.


ITEM 4.			CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

As of the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of such period, our disclosure controls and procedures were effective in providing reasonable assurance in timely alerting each such officer to material information relating to us (including our consolidated subsidiaries) and that information required to be disclosed in our reports is recorded, processed, summarized and reported as required to be included in our periodic SEC filings.

Changes in Internal Controls

There was no change in our internal controls over financial reporting or in other factors during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION


ITEM 1.			LEGAL PROCEEDINGS

Information regarding legal proceedings is incorporated by reference from Note 11 to our unaudited condensed consolidated financial statements included in this Form 10-Q under the heading “Commitments and Contingencies.”


ITEM 1A.			RISK FACTORS

In addition to the other information discussed in this report, the factors described in Part I, Item 1A. “Risk Factors” in our 2022 Annual Report on Form 10-K should be considered, as they could materially affect our business, financial condition, or future results. Except as presented below, there have been no material changes with respect to the risks described in our 2022 Annual Report on Form 10-K, but these are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial, also may adversely affect our business, financial condition, or operating results.

Other Risks Factors


Risk			Description

24. The Company cannot provide any assurance that, in the future, the Company will pay dividends or repurchase stock pursuant to its share repurchase program.			All decisions regarding authorization to pay a dividend on the Company’s common stock or to approve a share repurchase program will be made by the Board from time to time based on the Board’s evaluation of the best interests of the Company and its shareholders. The Board will complete each evaluation based on a review of the Company’s stock price, future earnings, consolidated financial condition, and other factors deemed relevant. There is no assurance that the Board will declare dividends on the Company’s common stock in the future. The Company’s current share repurchase program authorizes a total of $100 million in share repurchases of the Company’s common stock. This share repurchase program was authorized in June 2023 and replaced the Company’s prior share repurchase program for the Company’s common stock. The Company is not obligated to make any purchases under the new share repurchase program, and it may be discontinued by the Board at any time.


ITEM 2.			UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table sets forth information concerning our purchases of common stock for the periods indicated (in thousands, except share and per share amounts):


Period	Total Number of Shares Purchased (a)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans (b)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Publicly Announced Plans
April 30, 2023 - May 27, 2023	4,096	$	4.96	—	$	35,386
May 28, 2023 - July 1, 2023	30,700		5.28	—		100,000
July 2, 2023 - July 29, 2023	—		—	—		100,000
Total	34,796		5.24	—

(a) Total number of shares purchased consists of 34,796 shares of restricted stock repurchased in connection with employee tax withholding obligations under employee compensation plans, which are not purchases under any publicly announced plan.

(b) During the twenty-six weeks ended July 29, 2023, under the Company’s $300.0 million share repurchase program announced in November 2015 (“Prior Share Repurchase Program”), the Company repurchased 3.25 million shares at a total cost of approximately $19.8 million, at an average price of $6.09 per share. In June 2023, the Company authorized a new share repurchase program (“New Share Repurchase Program”) of up to $100 million of the Company’s common stock and cancelled the remaining $35.4 million available under the Prior Share Repurchase Program. There was $100 million remaining under the New Share Repurchase Program as of July 29, 2023. The New Share Repurchase Program has no specific termination date and will expire when the Company has repurchased all securities authorized for repurchase thereunder, unless terminated earlier by the Board. The Company has no obligation to repurchase shares under this authorization, and the timing, actual number, and purchase price of any shares purchased under the New Share Repurchase Program will depend on a variety of factors, including, but not limited to, the market price of the Company’s common stock, general business and market conditions, other investment opportunities, and applicable legal and regulatory requirements.


ITEM 5.			OTHER INFORMATION

During the three months ended July 29, 2023, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended).


ITEM 6.			EXHIBITS

(a)The following documents are filed as exhibits to this Form 10-Q:


			Exhibit 10.1						Compensation Adjustment Letter Agreement between the Company and David Oliver, dated as of June 12, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, as filed with the SEC on June 12, 2023)

			Exhibit 10.2						Restrictive Covenant Agreement between the Company and David Oliver, dated as of June 12, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K, as filed with the SEC on June 12, 2023)

			Exhibit 10.3						Indemnification Agreement with David Oliver, dated as of June 24, 2023

			Exhibit 10.4						Form of 2020 Omnibus Stock and Incentive Plan Restricted Stock Agreement for Non-Employee Director (for awards on June 21, 2023)

			Exhibit 10.5						Form of 2020 Omnibus Stock and Incentive Plan Restricted Stock Unit Agreement for Non-Employee Director (for award on June 21, 2023)

			Exhibit 10.6						Chico’s FAS, Inc. Amended and Restated 2020 Omnibus Stock and Incentive Plan, effective June 22, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, as filed with the SEC on June 26, 2023)

			Exhibit 10.7						Form of Amended and Restated 2020 Omnibus Stock and Incentive Plan Restricted Stock Agreement for Employee (for awards on or after July 3, 2023)

			Exhibit 10.8						Form of Amended and Restated 2020 Omnibus Stock and Incentive Plan Performance Award Agreement for Performance Share Units for Employee (for awards on or after July 3, 2023)

			Exhibit 31.1						Chico’s FAS, Inc. and Subsidiaries Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Chief Executive Officer

			Exhibit 31.2						Chico’s FAS, Inc. and Subsidiaries Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Chief Financial Officer

			Exhibit 32.1						Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

			Exhibit 32.2						Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

			Exhibit 101						The following financial statements from the Company’s Quarterly Report on Form 10-Q for the Quarter Ended July 29, 2023, formatted in Inline XBRL: (i) Condensed Consolidated Statements of Income; (ii) Condensed Consolidated Statements of Comprehensive Income; (iii) Condensed Consolidated Balance Sheets; (iv) Condensed Consolidated Statements of Shareholders’ Equity; (v) Condensed Consolidated Statements of Cash Flows; and (vi) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags

			Exhibit 104						The cover page from the Company’s Quarterly Report on Form 10-Q for the Quarter Ended July 29, 2023, formatted in Inline XBRL (included within Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CHICO'S FAS, INC.

Date:

August 30, 2023

By:

/s/ Molly Langenstein

Molly Langenstein

Chief Executive Officer, President and Director

Date:

August 30, 2023

By:

/s/ David M. Oliver

David M. Oliver

Executive Vice President – Chief Financial Officer and Chief Accounting Officer

Exhibit 10.3

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this 24 day of June, 2023, by and between David Oliver (the “Indemnified Party”) and CHICO’S FAS, INC., a Florida corporation (the “Corporation”). This Agreement is intended and shall be deemed to supersede and replace any prior indemnification agreement between the parties hereto.

WITNESSETH

WHEREAS, it is essential to the Corporation to retain and attract as Directors and/or Executive Officers the most capable persons available; and

WHEREAS, the substantial increase in corporate litigation subjects directors and officers to expensive litigation risks; and

WHEREAS, in addition, the statutory indemnification provisions of the Florida Business Corporation Act and Article VII of the bylaws of the Corporation (the “Article”) expressly provide that they are non-exclusive; and

WHEREAS, the Corporation considers it necessary and desirable to offer additional indemnification protection to its Directors and Executive Officers and desires the Indemnified Party to have such protection; and

WHEREAS, the Florida Business Corporation Act and the Article provide that indemnification of Directors and Executive Officers of the Corporation may be authorized by agreement, and thereby contemplates that contracts of this nature may be entered into between the Corporation and the Indemnified Party with respect to indemnification of the Indemnified Party as a Director and/or Executive Officer of the Corporation; and

WHEREAS, the parties hereto intend this Agreement to replace and supersede any existing indemnification agreement, if any, between them.

NOW THEREFORE, in exchange for, and in consideration of, the premises and the mutual covenants and agreements contained in this Agreement, including the Company’s agreement to continue the employment of Indemnified Party and to provide Indemnified Party with compensation for such employment, it is hereby agreed as follows:

1.INDEMNIFICATION GENERALLY.

(a) Grant of Indemnity. (i) Subject to and upon the terms and conditions of this Agreement, the Corporation shall indemnify and hold harmless the Indemnified Party in respect of any and all costs, claims, losses, damages and expenses (other than those specifically excluded herein) which may be incurred or suffered by the Indemnified Party as a result of or arising out of prosecuting, defending, settling or investigating:

(1) any threatened, pending, or completed claim, demand, inquiry, investigation, action , suit or proceeding, whether formal or informal or brought by or in the right of the Corporation or otherwise and whether of a civil, criminal, administrative or investigative nature, in which the Indemnified Party may be or may have been involved as a party or otherwise, arising out of the fact that the Indemnified Party is or was a director, officer, or employee of the Corporation or any of its “Affiliates” (as such term is defined in the rules and regulations promulgated by the Securities and Exchange Commission under the Securities Act of 1933), or served as a director, officer, employee or independent contractor of or for any person, firm, partnership, corporation or other entity at the request of the Corporation (including without limitation service in any capacity for or in connection with any employee benefit plan maintained by the Corporation or on behalf of the Corporation’s employees);

(2) any attempt (regardless of its success) by any person to charge or cause the Indemnified Party to be charged with wrongdoing or with financial responsibility for damages arising out of or incurred in connection with the matters indemnified against in this Agreement; or

(3) any expense, interest, assessment, fine, tax, judgment or settlement payment arising out of or incident to any of the matters indemnified against in this Agreement including reasonable fees and disbursements of legal counsel, experts, accountants, consultants and investigators (before and at trial and in appellate proceedings).

(ii) The obligation of the Corporation under this Agreement is not conditioned in any way on any attempt by the Indemnified Party to collect from an insurer any amount under a liability insurance policy.

(iii) Notwithstanding the foregoing or any other provision of this Agreement, in no case shall any indemnification be provided under this Agreement to the Indemnified Party by the Corporation in:

a.Any action or proceeding brought by or in the name or interest of the Indemnified Party against the Corporation;

a.Any action or proceeding brought by the Corporation against the Indemnified Party, which action is initiated at the direction of the Board of Directors of the Corporation; or

a.Any claim, circumstance, action or proceeding wherein the Corporation is entitled to (or the Indemnified Party is obligated for) repayment or forfeiture of any incentive-based compensation (in any form) under the Chico’s FAS Incentive Compensation Clawback Policy (or similar policy) then in effect, if any.

(b) Claims for Indemnification. (i) Whenever any claims shall arise for indemnification under this Agreement, the Indemnified Party shall notify the Corporation promptly and in any event within 30 days after the Indemnified Party has actual knowledge of the facts constituting the basis for such claim. The notice shall specify all facts known to the Indemnified Party giving rise to such indemnification right and the amount or an estimate of the amount of liability (including estimated expenses) arising therefrom.

(ii) Any indemnification under this Agreement shall be made no later than 30 days after receipt by the Corporation of the written notification specified in Section 1(b)(i), unless a determination is made that the Indemnified Party has not met the relevant standards for indemnification under this Agreement. Such determination shall be made within such 30 day period by (X) the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the mater described in the notice or by (Y) independent legal counsel, agreed to by the Corporation, in a written opinion (which counsel shall be appointed if such a quorum is not obtainable).

(c) Rights to Defend or Settle; Third Party Claims, etc. (i) If the facts giving rise to any indemnification right under this Agreement shall involve any actual or threatened claim or demand against the Indemnified Party, or any possible claim by the Indemnified Party against any third party, such claim shall be referred to as a “Third Party Claim.” If the Corporation provides the Indemnified Party with a written agreement to indemnify, defend or prosecute and hold the Indemnified Party harmless from all costs and liability arising from the Third Party Claim (an “Agreement of Indemnity”), and demonstrates to the Indemnified Party the financial wherewithal to accomplish such indemnification, the Corporation may at its own expense undertake full responsibility for the defense or prosecution of such Third Party Claim. The Corporation may contest or settle any such Third Party Claim for money damages on such terms and conditions as it deems appropriate but shall be obligated to consult in good faith with the Indemnified Party and not to contest or settle any Third Party Claim involving injunctive or equitable relief against or affecting the Indemnified Party of his or her properties or assets without the prior written consent of the Indemnified Party, such consent not to be withheld unreasonably. The Indemnified Party may participate at his or her own expense and with his or her own counsel in defense or prosecution of a Third Party Claim pursuant to this Section 1(c)(i), and such participation shall not relieve the Corporation of its obligation to indemnify the Indemnified Party under this Agreement.

(ii) If the Corporation fails to deliver a satisfactory Agreement of Indemnity and evidence of financial wherewithal within 10 business days after receipt of notice pursuant to Section 1(b), the Indemnified Party may contest or settle the Third Party Claim on such terms as it sees fit but shall not reach a settlement with respect to the payment of money damages without consulting in good faith with the Corporation. The Corporation may participate at its own expense and with its own counsel in defense or prosecution of a Third

Party Claim pursuant to this Section 1(c)(ii), but any such participation shall not relieve the Corporation of its obligations to indemnify the Indemnified Party under this Agreement. All expenses (including attorneys’ fees) incurred in defending or prosecuting any Third Party Claim shall be paid promptly by the Corporation as the suit or other matter is proceeding, upon the submission of bills therefore or other satisfactory evidence of such expenditures during the pendency of any matter as to which indemnification is available under this Agreement. The failure to make such payments within 10 days after submission of evidence of those expenses shall constitute a breach of a material obligation of the Corporation under this Agreement.

(iii) If by reason of any Third Party Claim a lien, attachment, garnishment or execution is placed upon any of the property or assets of the Indemnified Party, the Corporation shall promptly furnish a satisfactory indemnity bond to obtain the prompt release of such lien, attachment, garnishment or execution.

(iv) The Indemnified Party shall cooperate in the defense of any Third Party Claim which is controlled by the Corporation, but the Indemnified Party shall continue to be entitled to indemnification and reimbursement for all costs and expenses incurred by him or her in connection therewith as provided in this Agreement.

(d) Cooperation. The parties to this Agreement shall execute such powers of attorney as may be necessary or appropriate to permit participation of counsel selected by any party hereto and, as may be reasonably related to any such claim or action, shall provide to the counsel, accountants and other representatives of each party access during normal business hours to all properties, personnel, books, records, contracts, commitments and all other business records of such other party and will furnish to such other party copies of all such documents as may be reasonably requested (certified, if requested).

(e) Choice of Counsel. In all matters as to which indemnification is available to the Indemnified Party under this Agreement, the Indemnified Party shall be free to choose and retain counsel, subject to the prior written consent of the Corporation as to such selection, which consent shall not be unreasonably withheld.

(f) Consultation. If the Indemnified Party desires to retain the services of an attorney prior to the determination by the Corporation as to whether it will undertake the defense or prosecution of the Third Party Claim as provided in Section 1(c), the Indemnified Party shall notify the Corporation of such desire in the notice delivered pursuant to Section 1(b)(i), and such notice shall identify the counsel to be retained. The Corporation shall then have 10 days within which to advise the Indemnified Party whether it will assume the defense or prosecution of the Third Party Claim in accordance with Section 1(c)(i). If the Indemnified Party does not receive an affirmative response within such 10-day period, he shall be free to retain counsel of his or her choice, and the indemnity provided in Section 1(a) shall apply to the reasonable fees and disbursements of such counsel incurred after the expiration of such 10-day period. Any fees or disbursements incurred prior to the expiration of such 10-day period shall not be covered by the indemnity of Section 1(a).

(g) Repayment. (i) Notwithstanding the other provisions of this Agreement to the contrary, if the Corporation has incurred any cost, damage or expense under this Agreement paid to or for the benefit of the Indemnified Party and it is determined by a court of competent jurisdiction from which no appeal may be taken that the Indemnified Party’s actions or omissions constitute “Nonindemnifiable Conduct” as that term is defined in Section 1(g)(ii), the Indemnified Party shall and does hereby undertake in such circumstances to reimburse the Corporation for any and all such amounts previously paid to or for the benefit of the Indemnified Party.

(ii) For these purposes, “Nonindemnifiable Conduct” shall mean actions or omissions of the Indemnified Party material to the cause of action to which the indemnification under this Agreement related is determined to involve:

(1) a violation of the criminal law, unless the Indemnified Party had reasonable cause to believe his conduct was lawful and had no reasonable cause to believe his conduct was unlawful;

(2) a transaction in which the Indemnified Party derived an improper personal benefit;

(3) if the Indemnified Party is a director of the Corporation, a circumstance under which the liability provisions of Section 607.0834 (or any successor or similar statute) are applicable;

(4) willful misconduct or a conscious disregard for the best interests of the Corporation (when indemnification is sought in a proceeding by or in the right of the Corporation to procure a judgment in favor of the Corporation or when indemnification is sought in a proceeding by or in the right of a stockholder); or

(5) conduct, that pursuant to then applicable law, may not be indemnified.

1.TERM.

This Agreement shall be effective upon its execution by all parties and shall continue in full force and effect, unless amended, superseded or terminated by agreement of the parties hereto, until the date seven years after the date of this Agreement, or seven years after the termination of the Indemnified Party’s employment or term of office, whichever is later, provided that such term shall be extended by any period of time during which the Corporation is in breach of a material obligation to the Indemnified Party, plus ninety days. Such term shall also be extended with respect to each Third Party Claim then pending and as to which notice under Section 1(b) has theretofore been given by the Indemnified Party to the Corporation, and this Agreement shall continue to be applicable to each such Third Party Claim.

1.REPRESENTATIONS AND AGREEMENTS OF THE CORPORATION.

(a) Authority. The Corporation represents, covenants and agrees that it has the corporate power and authority to enter into this Agreement and to carry out its obligations under this Agreement. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by the Board of Directors of the Corporation. This Agreement is a valid and binding obligation of the Corporation and is enforceable against the Corporation in accordance with its terms.

(b) Noncontestability. The Corporation represents, covenants and agrees that it will not initiate, and that it will use its best efforts to cause any of its Affiliates not to initiate, any action, suit or proceeding challenging the validity or enforceability of this Agreement.

(c) Good Faith Judgment. The Corporation represents, covenants and agrees that it will exercise good faith judgment in determining the entitlement of the Indemnified Party to indemnification under this Agreement.

1.RELATIONSHIP OF THIS AGREEMENT TO OTHER INDEMNITIES.

(a) Nonexclusivity. (i) This Agreement and all rights granted to the Indemnified Party under this Agreement are in addition to and are not deemed to be exclusive with or of any other rights that may be available to the Indemnified Party under any Articles of Incorporation, bylaw, statute, agreement, or otherwise.

(ii) The rights, duties and obligations of the Corporation and the Indemnified Party under this Agreement do not limit, diminish or supersede the rights, duties and obligations of the Corporation and the Indemnified Party with respect to the indemnification afforded to the Indemnified Party under any liability insurance, the Florida Business Corporation Act, or under the bylaws or the Articles of Incorporation of the Corporation. In addition, the Indemnified Party’s rights under this Agreement will not be limited or diminished in any respect by any amendment to the bylaws or the Articles of Incorporation of the Corporation.

(b) Availability, Contribution, etc. (i) The availability or nonavailability of indemnification by way of insurance policy, Articles of Incorporation, bylaw, vote of stockholders, or otherwise from the Corporation to the Indemnified Party shall not affect the right of the Indemnified Party to indemnification under this Agreement, provided that all rights under this Agreement shall be subject to applicable statutory provisions in effect from time to time.

(ii) Any funds received by the Indemnified Party by way of indemnification or payment from any source other than from the Corporation under this Agreement shall reduce any amount otherwise payable to the Indemnified Party under this Agreement.

(iii) If the Indemnified Party is entitled under any provision of this Agreement to indemnification by the Corporation for some claims, issues or matters, but not other claims, issues or matters, or for some or a portion of the expenses, judgments, fines or penalties actually and reasonably incurred by the Indemnified Party or amounts actually and reasonably paid in settlement by him or her in the investigation, defense, appeal or settlement of any matter for which indemnification is sought under this Agreement, but not for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnified Party for the portion of such claims, issues or matters or expenses, judgments, fines, penalties or amounts paid in settlement to which the Indemnified Party is entitled.

(iv) If for any reason a court of competent jurisdiction from which no appeal has been taken rules than the indemnity provided under this Agreement is unavailable, or if for any reason the indemnity under this Agreement is insufficient to hold the Indemnified Party harmless as provided in this Agreement, then in either event, the Corporation shall contribute to the amounts paid or payable by the Indemnified Party in such proportion as equitably reflects the relative benefits received by, and fault of the Indemnified Party and the Corporation and its Affiliates.

(c) Allowance for Compliance with SEC Requirements. The Indemnified Party acknowledges that the Securities and Exchange Commission (“SEC”) has expressed the opinion that indemnification of directors and officers from liabilities under the Securities Act of 1933 (the “1933 Act”) is against public policy as expressed in the 1933 Act and, is therefore, unenforceable. The Indemnified Party hereby agrees that it will not be a breach of this Agreement for the Corporation to undertake with the SEC in connection with the registration for sale of any stock or other securities of the Corporation from time to time that, in the event a claim for indemnification against such liabilities (other than the payment by the Corporation of expenses incurred or paid by a director of officer of the Corporation in the successful defense of any action, suit or proceeding) is asserted in connection with such stock or other securities being registered, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction on the question of whether or not such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. The Indemnified Party further agrees that such submission to a court of competent jurisdiction shall not be a breach of this Agreement.

1.MISCELLANEOUS.

(a) Notices. All notices, requests, demands and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when received if personally delivered; when transmitted if transmitted by telecopy, electronic telephone line facsimile transmission or other similar electronic or digital transmission method; the day after it is sent, if sent by recognized expedited delivery service; and five days after it is sent, if mailed, first class mail, postage prepaid. In each case notice shall be sent to:

If to the Indemnified Party:

David Oliver

XXXX

If to the Corporation:

Chico’s FAS, Inc.

11215 Metro Parkway

Fort Myers, FL 33966

Attn: SVP-General Counsel

or to such other address as either party may have specified in writing to the other using the procedures specified above in this Section 5(a).

(b) Construction and Interpretation. (i) This Agreement shall be construed pursuant to and governed by the substantive laws of the State of Florida (and any provision of Florida law shall not apply if the law of a state or jurisdiction other than Florida would otherwise apply).

(ii) The headings of the various sections in this Agreement are inserted for the convenience of the parties and shall not affect the meaning, construction or interpretation of this Agreement.

(iii) Any provision of this Agreement which is determined by a court of competent jurisdiction to be prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or non-authorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction. In any such case, such determination shall not affect any other provision of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect. If any provision or term of this Agreement is susceptible to two or more constructions or interpretations, one or more of which would render the provision or term void or unenforceable, the parties agree that a construction or interpretation which renders the term or provision valid shall be favorable.

(iv) As used in this Agreement, (1) the word “including” is always without limitation; (2) the words in the singular number include words of the plural number and vice versa; and (3) the word “person” includes a trust, corporation, association, partnership, joint venture, business trust, unincorporated organization, limited liability company, government, public body or authority and any governmental agency or department as well as a natural person.

(c) Entire Agreement. This Agreement, including the introductory recitals on page 1 hereof, constitutes the entire Agreement, and supersedes all prior agreements and understandings, oral and written, among the parties to this Agreement with respect to the subject matter hereof.

(d) Specific Enforcement. (i) The parties agree and acknowledge that in the event of a breach by the Corporation of its obligation promptly to indemnify the Indemnified Party as provided in this Agreement, or breach of any other material provision of this Agreement, damages at law will be an insufficient remedy to the Indemnified Party. Accordingly, the parties agree that, in addition to any other remedies or rights that may be available to the Indemnified Party, the Indemnified Party shall also be entitled, upon application to a court of competent jurisdiction, to obtain temporary or permanent injunctions to compel specific performance of the obligations of the Corporation under this Agreement.

(ii) There shall exist in such action a rebuttable presumption that the Indemnified Party has met the applicable standard(s) of conduct and is therefore entitled to indemnification pursuant to this Agreement, and the burden of proving that the relevant standards have not been met by the Indemnified Party shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or independent legal counsel) prior to the commencement of such action to have made a determination that indemnification is proper in the circumstances because the Indemnified Party has met the applicable standard of conduct, nor an actual determination by the Corporation (including its Board of Directors or independent legal counsel) that the Indemnified Party has not met such applicable standard of conduct, shall (X) constitute a defense to the action, (Y) create a presumption that the Indemnified Party has not met the applicable standard of conduct, or (Z) otherwise alter the presumption in favor of the Indemnified Party referred to in the preceding sentence.

(e) Cost of Enforcement; Interest. (i) If the Indemnified party engages the services of an attorney or any other third party or in any way initiates legal action to enforce his rights under this Agreement, including but not limited to the collection of monies due from the Corporation to the Indemnified Party, the prevailing party shall be entitled to recover all reasonable costs and expenses (including reasonable attorneys’ fees before and at trial and in appellate proceedings). Should the Indemnified Party prevail, such costs and expenses shall be in addition to monies otherwise due him under this Agreement.

(ii) If any monies shall be due the Indemnified Party from the Corporation under this Agreement and shall not be paid within 30 days from the date of written request for payment, interest shall accrue on such unpaid amount at the rate of 2% per annum in excess of the U. S. Prime rate, or such lower rate as may be required to comply with applicable law from the date when due until it is paid in full.

(f) Application to Third Parties, Etc. Nothing in this Agreement, whether express or implied, is intended or should be construed to confer upon, or to grant to, any person, except the Corporation, the Indemnified Party and their respective heirs, assignees and successors, any claim, right or remedy under or because of this Agreement or in any provision of it. This Agreement shall be binding upon and inure to the benefit of the successors in interest and assigns, heirs and personal representatives, as the case may be, of the parties, including any successor corporation resulting from a merger, consolidation, recapitalization, reorganization, sale of all or substantially all of the assets of the Corporation, or any other transaction resulting in the successor corporation assuming the liabilities of the Corporation under this Agreement (by operation of law, or otherwise).

(g) Further Assurances. The parties to this Agreement will execute and deliver, or cause to be executed and delivered, such additional or further documents, agreements or instruments and shall cooperate with one another in all respects for the purpose of carrying out the transactions contemplated by this Agreement.

(h) Venue; Process. The parties to this Agreement agree that jurisdiction and venue in any action brought pursuant to this Agreement to enforce its terms or otherwise with respect to the relationships between the parties shall properly lie in the Circuit Court of the Twentieth Judicial Circuit of the State of Florida in and for Lee County or in the United States District Court for the Middle District of Florida, Fort Myers Division. Such jurisdiction and venue are merely permissive; jurisdiction and venue shall also continue to lie in any court where jurisdiction and venue would otherwise be proper. The parties agree that they will not object that any action commenced in the foregoing jurisdictions is commenced in a forum non conveniens. The parties further agree that the mailing by certified or registered mail, return receipt requested, of any process required by any such court shall constitute valid and lawful service of process against them, without the necessity for service by any other means provided by statute or rule of court.

(i) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be considered an original, but all of which together shall constitute one and the same instrument.

(j) Waiver and Delay. No waiver or delay in enforcing the terms of this Agreement shall be construed as a waiver of any subsequent breach. No action taken by the Indemnified Party shall constitute a waiver of his rights under this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

CHICO’S FAS, INC.

By: ___________________________________

Molly Langenstein

Chief Executive Officer & President

By: ___________________________________

David Oliver

Executive Vice President & Chief Financial

Officer & Chief Accounting Officer

Exhibit 10.4

FORM OF

CHICO’S FAS, INC.

2020 OMNIBUS STOCK AND INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT

NON-EMPLOYEE DIRECTOR

This Restricted Stock Agreement (this “Restricted Stock Agreement”) is effective as of June 21, 2023 (the “Grant Date”), and is entered into between Chico’s FAS, Inc., a Florida corporation (the “Company”), and <<NAME>> (the “Director”).

WHEREAS, the Board of Directors of the Company (the “Board”) is authorized to make grants of Restricted Stock under the Company’s 2020 Omnibus Stock and Incentive Plan (the “Plan”); and

WHEREAS, the Board approved the grant of Restricted Stock, pursuant to the Plan, to the Director on the Grant Date.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises set forth below, the parties hereto agree as follows:

1. Grant of Restricted Stock. The Company hereby grants to the Director all right, title and interest in the record and beneficial ownership of <<NUMBER>> shares of common stock, $.01 par value per share, of the Company (“Common Stock”) subject to the provisions of this Restricted Stock Agreement (the “Restricted Stock”). The Restricted Stock is granted pursuant to the Plan and is subject to the provisions of the Plan, which is hereby incorporated herein and is made a part hereof, as well as the provisions of this Restricted Stock Agreement. The Director agrees to be bound by all of the terms, provisions, conditions and limitations of the Plan and this Restricted Stock Agreement. To the extent the terms of the Plan and this Restricted Stock Agreement are in conflict, the terms of the Plan shall govern. All capitalized terms have the meanings set forth in the Plan unless otherwise specifically provided in this Restricted Stock Agreement. All references to specified paragraphs pertain to paragraphs of this Restricted Stock Agreement unless otherwise specifically provided.

2. No Transfer of Nonvested Shares. During the period that any shares of Restricted Stock are nonvested under this Restricted Stock Agreement, such nonvested shares shall not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, other than by will, the laws of descent and distribution, by qualified domestic relations order or as expressly provided in Paragraph 3 or pursuant to a beneficiary designation made under the Plan. No right or benefit hereunder shall in any manner be liable for or subject to any debts, contracts, liabilities, or torts of the Director.

3. Custody of Restricted Stock. The shares of Restricted Stock will be issued in the name of the Director and delivered electronically to the Plan Administrator as escrow agent (the “Escrow Agent”), and will not

be sold, assigned, transferred, pledged or otherwise disposed of or encumbered unless and until the expiration of the Restriction Period set forth in Paragraph 5 or the occurrence of any of the events contemplated by Paragraphs 6(b) or 6(c). Notwithstanding the foregoing, while such restrictions remain in effect, the Director may transfer the shares of Restricted Stock to a trust created by such Director for the benefit of the Director and the Director’s family as part of the Director’s estate planning program, provided that prior to any such transfer, (a) the Director must submit to the Company a legal opinion of the Director’s counsel, satisfactory to the Board, that the transfer to such trust and the holdings of the shares of Restricted Stock by such trust shall have no adverse tax or securities law consequences for the Company and (b) the trust must execute and deliver to the Company a joinder to this Restricted Stock Agreement, satisfactory to the Board, which shall, among other things, acknowledge the terms of the grant of the Restricted Stock and the restrictions on transfer of the shares of Restricted Stock imposed and established pursuant to the terms of this Restricted Stock Agreement and the Plan, and the trust must continue the deposit of the shares of Restricted Stock with the Escrow Agent and deposit with the Escrow Agent a stock power endorsed in blank by the trustee on behalf of the trust. The Company may instruct the transfer agent for its Common Stock to reflect in its records the restrictions on transfer set forth in this Restricted Stock Agreement and the Plan. No shares of Restricted Stock will be delivered by the Escrow Agent to the Director as provided in Paragraph 7 unless and until the shares of Restricted Stock have vested and all other terms and conditions in this Restricted Stock Agreement and the Plan have been satisfied.

4. Risk of Forfeiture. Should the Director not be re-elected at the Annual Meeting of Shareholders of the Company held on June 22, 2023 (the “2023 Annual Meeting”), the Director shall forfeit all Restricted Stock subject to this Restricted Stock Agreement ab initio. Subject to Paragraphs 6(b) or 6(c), should the Director’s service as a director of the Company terminate prior to the end of the Restriction Period set forth in Paragraph 5, the Director shall forfeit the Restricted Stock that would otherwise have vested at the end of the Restriction Period. The Director hereby appoints the Escrow Agent with full power of substitution, as the Director’s true and lawful attorney-in-fact with irrevocable power and authority in the name and on behalf of the Director to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to electronically transfer such nonvested shares of Restricted Stock to the Company upon such forfeiture.

5. Vesting Date. Subject to Paragraph 6, the restrictions applicable to the Restricted Stock will lapse on the earlier of: (i) June 21, 2024, or (ii) the date of the 2024 Annual Meeting of Shareholders of the Company if such meeting is held at least fifty (50) weeks after the 2023 Annual Meeting, provided the Director’s service as a director of the Company continues through the applicable date (the “Vesting Date”), which shall be the last day of the Restriction Period.

6. Termination of Service; Change in Control; Death or Disability. The Director’s termination of service as a director, death, Disability or the occurrence of a Change in Control, shall affect the Director’s rights under this Restricted Stock Agreement as follows:

a. Termination of Service. Unless Paragraph 6(b) or 6(c) applies, if the Director voluntarily terminates service as a director of the Company or if the Director’s service as a director of the Company is terminated other than due to the Director’s death or upon the Director’s Disability prior to the last day of the Restriction Period, then the Director shall forfeit the nonvested Restricted Stock as of the date the Director’s service as a director terminates.

b. Change in Control. If a Change in Control shall occur, then all shares of the nonvested Restricted Stock shall fully vest, all restrictions (other than those described in Paragraph 10) applicable to such Restricted Stock shall terminate and the Company shall release from escrow or trust and shall deliver to the Director upon the Change in Control all shares of the Restricted Stock, as provided in Paragraph 7.

c. Death or Disability. Upon the Director’s death or Disability, all shares of the nonvested Restricted Stock shall fully vest, all restrictions (other than those described in Paragraph 10) applicable to such Restricted Stock shall terminate and the Company shall release from escrow or trust and shall deliver within thirty (30) days of such death or Disability to the Director or the Director’s personal representative, if applicable, or in the case of death, to the Director’s designated beneficiary under the Plan or, if none, the person or persons to whom the Director’s rights under this Restricted Stock Agreement shall pass by will or by the applicable laws of descent and distribution, all shares of the Restricted Stock as provided in Paragraph 7. The Board’s determination in good faith regarding whether a Disability has occurred shall be conclusive and determinative. For this purpose, “Disability” for

this Restricted Stock Agreement shall mean, the inability of the Director to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, as defined in Section 22(e)(3) of the Code.

7. Issuance and Delivery of Shares; Ownership Rights.

a. Issuance and Delivery of Shares. Once vested, the shares of vested Restricted Stock will be delivered to the Director via electronic delivery to the Director’s account with the Company’s stock plan administrator and will be freely transferable by the Director. The Board may change the procedure for issuance and delivery of shares of vested Restricted Stock at any time. Notwithstanding any other provision of this Restricted Stock Agreement, the issuance and delivery of the shares of Common Stock under this Paragraph 7 shall be subject to the requirements of Paragraph 10, including restrictions on transfer as provided therein to the extent applicable.

b. Ownership Rights and Stock Dividends. During the Restriction Period, the Director may exercise full voting rights with respect to the Restricted Stock. Subject to Paragraph 10, during the Restriction Period, all dividends and other distributions with respect to the Restricted Stock that are paid in Common Stock or other securities of the Company shall be (i) issued in the name of the Director and delivered electronically to the Escrow Agent, (ii) subject to the same restrictions on transferability, forfeiture, and vesting as the Restricted Stock with respect to which they were paid and (iii) delivered via electronic delivery to the Director’s account with the Company’s stock plan administrator and become freely transferable by the Director when and only to the extent the underlying shares of Restricted Stock have vested.

c. Cash Dividends. During the Restriction Period, if the Director is serving as a Director on the record date for any cash dividends declared on the Common Stock, such cash dividends payable with respect to the Restricted Stock (the “Cash Dividends”) shall be accumulated and held by the Company until payable or forfeited pursuant hereto. No interest shall accrue on the Cash Dividends or otherwise be paid for the holding period. The Cash Dividends shall be subject to the same restrictions on transferability, and forfeiture and vesting provisions as the Restricted Stock with respect to which they were paid. Payment of the Cash Dividends shall be made on the Vesting Date in Paragraph 5, subject to accelerated vesting or forfeiture and accelerated earlier payment (to the extent vested) upon a Change in Control in accordance with Paragraph 6(b) or within thirty (30) days of the Director’s death or Disability.

d. Limits on Obligations. No interest shall accrue or otherwise be due in the event the Company delays the payment of the Cash Dividends beyond the holding period for administrative reasons, provided that such delay is in accordance with the short-term deferral requirements under Code Section 409A. The Company shall not be liable to the Director or any successor in interest for damages relating to any delays in issuing or delivering the shares via electronic delivery or in payment of Cash Dividends to the Director or any successor in interest, or any mistakes or errors in the issuance or delivery of the shares or in payment or delivery of shares or cash amounts payable under this Restricted Stock Agreement.

8. Reorganization of Company and Subsidiaries. The existence of this Restricted Stock Agreement shall not affect in any way the right or power of the Company or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Restricted Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

9. Adjustment of Shares. In the event of stock dividends, spin-offs of assets or other extraordinary dividends, stock splits, combinations of shares, recapitalizations, mergers, consolidations, reorganizations, liquidations, issuances of rights or warrants and similar transactions or events involving the Company (“Recapitalization Events”), then for all purposes references herein to Common Stock or to Restricted Stock shall mean and include all securities or other property (other than cash) that holders of Common Stock of the Company are entitled to receive in respect of Common Stock by reason of each successive Recapitalization Event, which securities or other property (other than cash) shall be treated in the same manner and shall be subject to the same restrictions as the underlying Restricted Stock.

10. Certain Restrictions. By accepting the Restricted Stock, the Director agrees that if at the time of delivery of the shares of Restricted Stock issued hereunder any sale of such shares is not covered by an effective registration statement filed under the Securities Act of 1933 (the “Act”), the Director will acquire the Restricted Stock for the Director’s own account and without a view to resale or distribution in violation of the Act or any other securities law, and upon any such acquisition the Director will enter into such written representations, warranties and agreements as the Company may reasonably request in order to comply with the Act or any other securities law or with this Restricted Stock Agreement.

11. Confidentiality. By accepting the Restricted Stock, the Director agrees that the Director will not use or disclose the Company's and/or its subsidiaries’ Confidential Information, except in the faithful performance of the Director's duties for the Company. For purposes of this Restricted Stock Agreement, Confidential Information includes trade secrets and other confidential and proprietary information and materials pertaining to, among other things: (a) designs (including garment and fabric) and fashion trends; (b) sourcing, manufacturing, merchandising, licensing and supply chain processes, techniques and plans; (c) advertising, marketing and promotional plans; (d) technical and business strategies and processes; (e) sales, revenues, profits, margin, expenses, and other financial information; (f) relationships between the Company and its customers, its vendors and its employees; (g) customers' personal identifying information; (h) stores and real estate, including expansion and relocation plans; (i) store operations, including policies and procedures; (j) compensation, benefits, performance history and other information relating to Company's and/or its subsidiaries’ employees; and (k) acquisitions, mergers, divestitures, and agreements regarding franchising and distribution. Confidential Information does not include information that is, or becomes, generally known within the industry or generally available to the public (unless through the Director's improper disclosure). The purpose of this provision is to protect the Company’s and/or its subsidiaries’ legitimate interest in maintaining the confidentiality of its private business information; accordingly, nothing herein is intended to or will be used in any way to limit the Director’s rights to communicate with a government agency, as provided for, protected under or warranted by applicable law.

12. Noncompliance Reporting. By accepting the Restricted Stock, the Director agrees that if, at any time, the Director learns of information suggesting conduct by an officer or employee of the Company (including of the Company's subsidiaries) or a member of the Company's Board of Directors that is unlawful, unethical, or constitutes a material violation of any Company policy, regardless of the source of such information, the Director will report promptly such information to the Company through any of the Company's internal mechanisms available for the reporting of such conduct such as, for instance, the Company's Ethics and Compliance Hotline. Nothing in this Restricted Stock Agreement is intended to or will be used in any way to limit the Director’s rights to communicate with a government agency, as provided for, protected under or warranted by applicable law.

13. Amendment and Termination. No amendment or termination of this Restricted Stock Agreement which would impair the rights of the Director shall be made by the Board or the Plan Administrator at any time without the written consent of the Director. No amendment or termination of the Plan will adversely affect the right, title and interest of the Director under this Restricted Stock Agreement or to Restricted Stock granted hereunder without the written consent of the Director.

14. No Guarantee of Continued Service as a Director. This Restricted Stock Agreement shall not confer upon the Director any right with respect to continuance of the Director’s service as a director of the Company or other service with the Company or any subsidiary, nor shall it interfere in any way with any right the Company or any subsidiary would otherwise have to terminate such Director’s service as a director of the Company or other service at any time.

15. No Guarantee of Tax Consequences. Neither the Company nor any subsidiary nor the Plan Administrator makes any commitment or guarantee that any federal or state tax treatment will apply or be available to any person eligible for benefits under this Restricted Stock Agreement.

16. Other Tax Provisions. It is intended that any right or benefit which is provided pursuant to or in connection with this Award shall be exempt from the requirements of Code Section 409A, and this Restricted Stock Agreement shall be interpreted and applied in a manner as to avoid the unfavorable tax consequences provided

therein for noncompliance. Notwithstanding the foregoing, the Director and his or her successor in interest shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Director or his or her successor in interest in connection with this Restricted Stock Agreement (including any taxes and penalties under Code Section 409A if an exemption does not apply); and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Director or his or her successor in interest harmless from any or all of such taxes or penalties.

17. Entire Agreement. This Restricted Stock Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements.

18. Severability. In the event that any provision of this Restricted Stock Agreement shall be held illegal, invalid, or unenforceable for any reason, such provision shall be fully severable, but shall not affect the remaining provisions of this Restricted Stock Agreement and this Restricted Stock Agreement shall be construed and enforced as if the illegal, invalid, or unenforceable provision had never been included herein.

19. Governing Law. This Restricted Stock Agreement shall be construed in accordance with the laws of the State of Florida to the extent federal law does not supersede and preempt Florida law.

20. Electronic Delivery and Signatures. The Director hereby consents and agrees to electronic delivery of share(s) of Common Stock, Plan documents, proxy materials, annual reports and other related documents. If the Company establishes procedures for an electronic signature system for delivery and acceptance of Plan documents (including documents relating to any programs adopted under the Plan), the Director hereby consents to such procedures and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Director consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan, including any program adopted under the Plan.

21. Plan and Prospectus. A copy of the Plan, as well as a prospectus for the Plan, has been provided to the Director, and the Director acknowledges receipt thereof.

To evidence its grant of the Restricted Stock and the terms, conditions and restrictions thereof, the Company has signed this Restricted Stock Agreement as of the Grant Date. The Director must signify acceptance of this Restricted Stock Agreement within thirty (30) days after the Grant Date by signing below. If the Director fails to timely accept this Restricted Stock Agreement, the grant of the Restricted Stock shall be cancelled and forfeited ab initio.

[Signature Page Follows]

IN WITNESS WHEREOF, this Restricted Stock Agreement has been executed and delivered by the Company.


This _______ day of ___________, 2023. ___________________________________ Director			CHICO’S FAS, INC. By: _______________________________

Exhibit 10.5

FORM OF

CHICO’S FAS, INC.

2020 OMNIBUS STOCK AND INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

NON-EMPLOYEE DIRECTOR

This Restricted Stock Unit Agreement (this “Restricted Stock Unit Agreement”) is effective as of June 21, 2023 (the “Grant Date”), and is entered into between Chico’s FAS, Inc., a Florida corporation (the “Company”), and <<NAME>> (the “Director”).

WHEREAS, the Board of Directors of the Company (the “Board”) is authorized to make grants of Restricted Stock Units under the Company’s 2020 Omnibus Stock and Incentive Plan (the “Plan”); and

WHEREAS, the Board approved the grant of Restricted Stock Units pursuant to the Plan, to the Director on the Grant Date.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises set forth below, the parties hereto agree as follows:

1. Grant of Restricted Stock Units. The Company hereby grants to the Director <<NUMBER>> Restricted Stock Units (the “Restricted Stock Units”) subject to the terms of this Restricted Stock Unit Agreement. Upon the completion of the Restriction Period (as defined in Paragraph 4), each vested Restricted Stock Unit shall entitle the Director to receive one share of Common Stock of the Company. The Restricted Stock Units are granted pursuant to the Plan and are subject to the provisions of the Plan, which is hereby incorporated herein and is made a part hereof, as well as the provisions of this Restricted Stock Unit Agreement. The Director agrees to be bound by all of the terms, provisions, conditions and limitations of the Plan and this Restricted Stock Unit Agreement. To the extent the terms of the Plan and this Restricted Stock Unit Agreement are in conflict, the terms of the Plan shall govern. All capitalized terms have the meanings set forth in the Plan unless otherwise specifically provided in this Restricted Stock Unit Agreement. All references to specified paragraphs pertain to paragraphs of this Restricted Stock Unit Agreement unless otherwise specifically provided.

2. No Transfer of Restricted Stock Units. During the Restriction Period, the Director shall have no rights to or with respect to the Restricted Stock Units or the Common Stock underlying such Restricted Stock Units except as specifically set forth in this Restricted Stock Unit Agreement. During the Restriction Period, such Restricted Stock Units shall not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, other than by will, the laws of descent and distribution, by qualified domestic relations order or pursuant to a beneficiary designation made under the Plan. No right or benefit hereunder shall in any manner be liable for or subject to any debts, contracts, liabilities, or torts of the Director.

3. Risk of Forfeiture. Should the Director not be re-elected at the 2023 Annual Meeting, the Director shall forfeit all Restricted Stock Units subject to this Restricted Stock Unit Agreement ab initio. Subject to Paragraphs 5(a) and 5(b), should the Director’s service as a director of the Company terminate prior to the end of the Restriction Period, the Director shall forfeit the Restricted Stock Units that would otherwise have vested at the end of the Restriction Period.

4. Vesting Date. Subject to Paragraph 5, the restrictions applicable to the Restricted Stock Units will lapse on the earlier of: (i) June 21, 2024, or (ii) the date of the 2024 Annual Meeting of Shareholders of the Company if such meeting is held at least fifty (50) weeks after the 2023 Annual Meeting of Shareholders of the Company, provided the Director’s service as a director of the Company continues through the applicable date (the “Vesting Date”), which shall be the last day of the Restriction Period. Upon the Vesting Date, the Company shall issue and deliver electronically to the Director the shares of Common Stock underlying the vested Restricted Stock Units as provided in Paragraph 6.

5. Change in Control; Death; Disability. The Director’s termination of service as a director, death, Disability or the occurrence of a Change in Control, shall affect the Director’s rights under this Restricted Stock Unit Agreement as follows:

a. Termination of Service. Unless Paragraph 5(b) or 5(c) applies, if the Director voluntarily terminates service as a director of the Company or if the Director’s service as a director of the Company is terminated other than due to the Director’s death or upon the Director’s Disability prior to the last day of the Restriction Period, then the Director shall forfeit the nonvested Restricted Stock Units as of the date the Director’s service as a director terminates.

b. Change in Control. If a Change in Control shall occur, then all nonvested Restricted Stock Units shall fully vest, all restrictions (other than those described in Paragraph 9) applicable to such Restricted Stock Units shall terminate and the Company shall issue and deliver electronically to the Director the shares of Common Stock underlying the Restricted Stock Units as provided in Paragraph 6 within thirty (30) days after the date of the Change in Control.

c. Death or Disability. Upon the Director’s death or Disability, then all nonvested Restricted Stock Units shall fully vest, all restrictions (other than those described in Paragraph 9) applicable to such Restricted Stock Units shall terminate and the Company shall issue and deliver electronically to the Director or the Director’s personal representative, if applicable, or in the case of death, to the Director’s designated beneficiary under the Plan or, if none, the person or persons to whom the Director’s rights under this Restricted Stock Unit Agreement shall pass by will or by the applicable laws of descent and distribution, the shares of Common Stock underlying the Restricted Stock Units as provided in Paragraph 7 within thirty (30) days after the date of the Director’s death or Disability. The Board’s determination in good faith regarding whether a Disability has occurred shall be conclusive and determinative. For this purpose, “Disability” for this Restricted Stock Unit Agreement shall mean, the inability of the Director to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, as defined in Section 22(e)(3) of the Code.

6. Issuance and Delivery of Shares; Ownership Rights.

a. Issuance and Delivery of Shares. With respect to Common Stock issuable on the applicable dates set forth in Paragraph 5, the shares of Common Stock will be issued in the name of and delivered to the Director via electronic delivery to the Director’s account with the Company’s stock plan administrator and will be freely transferable by the Director. The Board may change the above procedure for issuance and delivery of shares of Common Stock at any time. Notwithstanding any other provision of this Restricted Stock Unit Agreement, the issuance and delivery of the shares of Common Stock under this Paragraph 6 shall be subject to the requirements of Paragraph 9, including restrictions on transfer as provided therein to the extent applicable.

b. Ownership Rights and Stock Dividends. The Director is not entitled to any voting and ownership rights applicable to the Common Stock underlying the Restricted Stock Units, prior to the issuance of the shares of Common Stock. Following the issuance of the shares of Common Stock, the Director shall have all voting and ownership rights as provided to other shareholders. During the Restriction Period, to the extent the Restricted Stock Units have not been forfeited, if the Director is serving as a Director on the record date for any dividends and other distributions with respect to the Common Stock that are paid in Common Stock or other securities of the Company to the holders of the Common Stock (the “Stock Dividends”), including under Paragraph 7, the Director

shall be granted additional Restricted Stock Units (rounded to the nearest whole share) equal to the additional Stock Dividends that the Director would have received if the Restricted Stock Units were actual shares of Common Stock, and such additional Restricted Stock Units shall be subject to the same restrictions on transferability, forfeiture, vesting, payment and withholding provisions as the Restricted Stock Units to which such additional Restricted Stock Units relate.

c. Cash Dividends. During the Restriction Period, to the extent the Restricted Stock Units have not been forfeited, if the Director is serving as a Director on the record date for any cash dividends declared on the Common Stock, such cash dividends that would be payable with respect to the Restricted Stock Units if they were shares of Common Stock (the “Cash Dividend Equivalents”) shall be credited to a hypothetical account and held by the Company until payable or forfeited pursuant hereto. No interest shall accrue on the Cash Dividend Equivalents or otherwise be paid for the holding period. The Cash Dividend Equivalents shall be subject to the same restrictions on transferability, forfeiture, vesting, payment and withholding provisions as the Restricted Stock Units with respect to which they were paid.

d. Limits on Obligations. No interest shall accrue or otherwise be due in the event the Company delays the payment of the shares of Common Stock or Cash Dividend Equivalents for administrative reasons, provided that such delay is in accordance with the short-term deferral requirements under Code Section 409A. The Company shall not be liable to the Director or any successor in interest for damages relating to any delays in issuing or delivering the shares via electronic delivery or in payment of Cash Dividend Equivalents to the Director or any successor in interest, or any mistakes or errors in the issuance or delivery of the shares or in payment or delivery of shares or cash amounts payable under this Restricted Stock Unit Agreement.

7. Reorganization of Company and Subsidiaries. The existence of this Restricted Stock Unit Agreement shall not affect in any way the right or power of the Company or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Restricted Stock Units or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

8. Adjustment of Shares. In the event of stock dividends, spin-offs of assets or other extraordinary dividends, stock splits, combinations of shares, recapitalizations, mergers, consolidations, reorganizations, liquidations, issuances of rights or warrants and similar transactions or events involving the Company (“Recapitalization Events”), then for all purposes references herein to Common Stock or to Restricted Stock Units shall mean and include all securities or other property (other than cash) that holders of Common Stock of the Company are entitled to receive in respect of Common Stock by reason of each successive Recapitalization Event, which securities or other property (other than cash) shall be treated in the same manner and shall be subject to the same restrictions as the underlying Restricted Stock Units.

9. Certain Restrictions. By accepting the Restricted Stock Units, the Director agrees that if at the time of delivery of the shares of Common Stock underlying the Restricted Stock Units issued hereunder any sale of such shares is not covered by an effective registration statement filed under the Securities Act of 1933 (the “Act”), the Director will acquire such shares for the Director’s own account and without a view to resale or distribution in violation of the Act or any other securities law, and upon any such acquisition the Director will enter into such written representations, warranties and agreements as the Company may reasonably request in order to comply with the Act or any other securities law or with this Restricted Stock Unit Agreement.

10. Confidentiality. By accepting the Restricted Stock Unit Agreement, the Director agrees that the Director will not use or disclose the Company’s and/or its subsidiaries’ Confidential Information, except in the faithful performance of the Director's duties for the Company. For purposes of this Restricted Stock Unit Agreement, Confidential Information includes trade secrets and other confidential and proprietary information and materials pertaining to, among other things: (a) designs (including garment and fabric) and fashion trends; (b) sourcing, manufacturing, merchandising, licensing and supply chain processes, techniques and plans; (c) advertising, marketing and promotional plans; (d) technical and business strategies and processes; (e) sales, revenues, profits, margin, expenses, and other financial information; (f) relationships between the Company and its customers, its vendors and its employees; (g) customers' personal identifying information; (h) stores and real estate, including

expansion and relocation plans; (i) store operations, including policies and procedures; (j) compensation, benefits, performance history and other information relating to Company's and/or its subsidiaries’ employees; and (k) acquisitions, mergers, divestitures, and agreements regarding franchising and distribution. Confidential Information does not include information that is, or becomes, generally known within the industry or generally available to the public (unless through the Director's improper disclosure). The purpose of this provision is to protect the Company’s and/or its subsidiaries’ legitimate interest in maintaining the confidentiality of its private business information; accordingly, nothing herein is intended to or will be used in any way to limit the Director’s rights to communicate with a government agency, as provided for, protected under or warranted by applicable law.

11. Noncompliance Reporting. By accepting the Restricted Stock Unit Agreement, the Director agrees that if, at any time, the Director learns of information suggesting conduct by an officer or employee of the Company (including of the Company’s subsidiaries) or a member of the Company’s Board of Directors that is unlawful, unethical, or constitutes a material violation of any Company policy, regardless of the source of such information, the Director will report promptly such information to the Company through any of the Company’s internal mechanisms available for the reporting of such conduct such as, for instance, the Company’s Ethics and Compliance Hotline. Nothing in this Restricted Stock Unit Agreement is intended to or will be used in any way to limit the Director’s rights to communicate with a government agency, as provided for, protected under or warranted by applicable law.

12. Amendment and Termination. No amendment or termination of this Restricted Stock Unit Agreement which would impair the rights of the Director shall be made by the Board or the Plan Administrator at any time without the written consent of the Director. No amendment or termination of the Plan will adversely affect the right, title and interest of the Director under this Restricted Stock Unit Agreement or to Restricted Stock Units granted hereunder without the written consent of the Director.

13. No Guarantee of Continued Service as a Director. This Restricted Stock Unit Agreement shall not confer upon the Director any right with respect to continuance of the Director’s service as a Director of the Company or other service with the Company or any subsidiary, nor shall it interfere in any way with any right the Company or any subsidiary would otherwise have to terminate such Director’s service as a director of the Company or other service at any time.

14. No Guarantee of Tax Consequences. Neither the Company nor any subsidiary nor the Plan Administrator makes any commitment or guarantee that any federal or state tax treatment will apply or be available to any person eligible for benefits under this Restricted Stock Unit Agreement.

15. Other Tax Provisions. It is intended that any right or benefit which is provided pursuant to or in connection with this Award shall be exempt from the requirements of Section 409A of the Code, and this Restricted Stock Unit Agreement shall be interpreted and applied in a manner as to avoid the unfavorable tax consequences provided therein for noncompliance. Notwithstanding the foregoing, the Director and his or her successor in interest shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Director or his or her successor in interest in connection with this Restricted Stock Unit Agreement (including any taxes and penalties under Code Section 409A if an exemption does not apply); and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Director or his or her successor in interest harmless from any or all of such taxes or penalties.

16. Entire Agreement. This Restricted Stock Unit Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements.

17. Severability. In the event that any provision of this Restricted Stock Unit Agreement shall be held illegal, invalid, or unenforceable for any reason, such provision shall be fully severable, but shall not affect the remaining provisions of this Restricted Stock Unit Agreement and this Restricted Stock Unit Agreement shall be construed and enforced as if the illegal, invalid, or unenforceable provision had never been included herein.

18. Governing Law. This Restricted Stock Unit Agreement shall be construed in accordance with the laws of the State of Florida to the extent federal law does not supersede and preempt Florida law.

19. Electronic Delivery and Signatures. The Director hereby consents and agrees to electronic delivery of share(s) of Common Stock, Plan documents, proxy materials, annual reports and other related documents. If the Company establishes procedures for an electronic signature system for delivery and acceptance of Plan documents (including documents relating to any programs adopted under the Plan), the Director hereby consents to such procedures and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Director consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan, including any program adopted under the Plan.

20. Plan and Prospectus. A copy of the Plan, as well as a prospectus for the Plan, has been provided to the Director, and the Director acknowledges receipt thereof.

To evidence its grant of the Restricted Stock Units and the terms, conditions and restrictions thereof, the Company has signed this Restricted Stock Unit Agreement as of the Grant Date. The Director must signify acceptance of this Restricted Stock Unit Agreement within thirty (30) days after the Grant Date by signing below. If the Director fails to timely accept this Restricted Stock Unit Agreement, the grant of the Restricted Stock Units shall be cancelled and forfeited ab initio.

[Signature Page Follows]

IN WITNESS WHEREOF, this Restricted Stock Unit Agreement has been executed and delivered by the Company.


This _______ day of ___________, 2023. ___________________________________ Director			CHICO’S FAS, INC. By: _______________________________

___________________________________

Director

Exhibit 10.7

FORM OF CHICO’S FAS, INC. AMENDED AND RESTATED 2020 OMNIBUS STOCK AND INCENTIVE PLAN RESTRICTED STOCK AGREEMENT

EMPLOYEE

This Restricted Stock Agreement (this “Restricted Stock Agreement”) is effective as of the Grant/Award Date indicated on the Appendix hereto (the “Grant Date”), and is entered into between Chico’s FAS, Inc., a Florida corporation (the “Company”), and <<NAME>> (the “Employee”). Capitalized terms not otherwise defined herein shall have the same meanings as in the Company’s Amended and Restated 2020 Omnibus Stock and Incentive Plan, as amended from time to time (the “Plan”), the terms of which are hereby incorporated by reference and made a part of this Restricted Stock Agreement. All references to specified paragraphs pertain to paragraphs of this Restricted Stock Agreement unless otherwise specifically provided. The Human Resources, Compensation and Benefits Committee of the Board of Directors of the Company (the “Committee”) approved this Restricted Stock grant pursuant to the Plan, provided that the Employee continues to be employed as an employee of the Company on the Grant Date.

In consideration of the mutual promises set forth below, the parties hereto agree as follows:

1.Grant of Restricted Stock. The Company hereby grants to the Employee all right, title and interest in the record and beneficial ownership of the number of shares of common stock, $.01 par value per share, of the Company (“Common Stock”) indicated on the Appendix hereto subject to the provisions of this Restricted Stock Agreement (the “Restricted Stock”). The Restricted Stock is granted pursuant to the Plan and is subject to the provisions of the Plan, as well as the provisions of this Restricted Stock Agreement. The Employee agrees to be bound by all of the terms, provisions, conditions and limitations of the Plan and this Restricted Stock Agreement. To the extent the terms of the Plan and this Restricted Stock Agreement are in conflict, the terms of the Plan shall govern.

2.No Transfer of Nonvested Shares. During the period that any shares of Restricted Stock are nonvested under this Restricted Stock Agreement, such nonvested shares shall not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, other than by will, the laws of descent and distribution, by qualified domestic relations order or as expressly provided in Paragraph 3 or pursuant to a beneficiary designation made under the Plan. No right or benefit hereunder shall in any manner be liable for or subject to any debts, contracts, liabilities, or torts of the Employee.

3.Custody of Restricted Stock. The shares of Restricted Stock will be issued in the name of the Employee and delivered electronically to the Plan Administrator as escrow agent (the “Escrow Agent”), and will not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered unless and until the expiration of the applicable Restriction Period set forth in Paragraph 5 or the occurrence of any of the events contemplated by Paragraphs 6 or 7. Notwithstanding the foregoing, while such restrictions remain in effect, the Employee may transfer the shares of Restricted Stock to a trust created by such Employee for the benefit of the Employee and the Employee’s family as part of the Employee’s estate planning program, provided that prior to any such transfer, (a) the Employee must submit to the Company a legal opinion of the Employee’s counsel, satisfactory to the Committee, or its delegee, that the transfer to such trust and the holdings of the shares of Restricted Stock by such trust shall have no adverse tax or securities law consequences for the Company and (b) the trust must execute and deliver to the Company a joinder to this Restricted Stock Agreement, satisfactory to the Committee, or its delegee, which shall, among other things, acknowledge the terms of the grant of the Restricted Stock and the restrictions on transfer of the shares of Restricted Stock imposed and established pursuant to the terms of this Restricted Stock Agreement and the Plan, and the trust must continue the deposit of the shares of Restricted Stock with the Escrow Agent and deposit with the Escrow Agent a stock power endorsed in blank by the trustee on behalf of the trust. The Company may instruct the transfer agent for its Common Stock to reflect in its records the restrictions on transfer set forth in this Restricted Stock Agreement and the Plan. No shares of Restricted Stock will be delivered by the Escrow Agent to the Employee as provided in Paragraph 9 unless and until the shares of

Restricted Stock have vested and all other terms and conditions in this Restricted Stock Agreement and the Plan have been satisfied.

4.Risk of Forfeiture. Subject to Paragraphs 6 and 7, upon termination of employment (as defined in Paragraph 8) prior to the last day of a Restriction Period, the Employee has not earned and shall forfeit the Restricted Stock that would otherwise have vested at the end of said Restriction Period. The Employee hereby appoints the Escrow Agent with full power of substitution, as the Employee’s true and lawful attorney-in-fact with irrevocable power and authority in the name and on behalf of the Employee, to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to electronically transfer such nonvested shares of Restricted Stock to the Company upon such forfeiture.

5.Vesting Dates. Subject to the forfeiture and accelerated vesting provisions in Paragraphs 4, 6 and 7, the restrictions applicable to the Restricted Stock will lapse in accordance with the following Restriction Periods, as shown in the Vesting Schedule indicated on the Appendix hereto: (i) the restrictions as to one-third of the Restricted Stock will lapse on the first anniversary of the Grant Date; (ii) the restrictions as to an additional one-third of the Restricted Stock will lapse on the second anniversary of the Grant Date; and (iii) the restrictions as to the remaining one-third of the Restricted Stock will lapse on the third anniversary of the Grant Date. The restrictions applicable to the Restricted Stock will lapse only in whole share increments, with any fractional shares being combined and included with the third tranche if the combined fractional shares equal one (1) share but included one (1) share each with the second tranche and third tranche if the combined fractional shares equal two (2) shares. Each date that a lapse of the restrictions occurs is referred to hereinafter as a “Vesting Date”.

6.Termination of Employment. The Employee’s voluntary or involuntary termination of employment (as determined under Paragraph 8) shall affect the Employee’s rights under this Restricted Stock Agreement as follows:

a.Voluntary Termination or Termination for Cause. If, other than as specified below, the Employee voluntarily terminates employment with the Company or the Employee’s employment is terminated for Cause by the Company prior to the last day of a Restriction Period, then the Employee has not earned, and shall forfeit, all nonvested Restricted Stock. For purposes of this Restricted Stock Agreement, “Cause” shall mean:

(i) If the Employee has an Employment Agreement (as defined in Paragraph 27(b)) in effect on the Grant Date that defines Cause, Cause as defined in the Employment Agreement; or

(ii) If the Employee does not have an Employment Agreement in effect on the Grant Date or such Employment Agreement does not define Cause, the Employee’s engaging in any of the following conduct:

A.Conduct resulting in a conviction of, or entering a plea of no contest to, any felony;

B.Conduct resulting in a conviction of, or entering a plea of no contest to, any crime related to employment, but specifically excluding traffic offenses;

C.Continued neglect, gross negligence, or willful misconduct by the Employee in the performance of the Employee’s duties, which has a material adverse effect on the Company or its subsidiaries;

D.Willful failure to take actions permitted by law and necessary to implement the policies of the Company or its subsidiaries as such policies have been communicated to the Employee;

E.Material breach of the terms of this Restricted Stock Agreement, including but not limited to Paragraphs 13 through 18 herein; or

F.Drug or alcohol abuse to the extent that such abuse has an obvious and material adverse effect on the Company or its subsidiaries or upon the Employee’s ability to perform his or her duties and responsibilities.

b.Involuntary Termination without Cause. Unless Paragraph 7(b) applies, if the Employee’s employment is terminated without Cause by the Company prior to the last day of a Restriction Period, then the Employee has not earned, and shall forfeit, all nonvested Restricted Stock under this Restricted Stock Agreement.

7.Death or Change in Control. The Employee’s death or a Change in Control, shall affect the Employee’s rights under this Restricted Stock Agreement as follows:

a.Death. If the Employee’s employment by the Company is terminated by death prior to the last day of a Restriction Period, then all nonvested Restricted Stock shall fully vest and all restrictions (other than those described in Paragraph 12) applicable to such Restricted Stock shall terminate.

b.Change in Control. If a Change in Control shall occur prior to the last day of a Restriction Period, then all nonvested Restricted Stock shall fully vest, all restrictions (other than those described in Paragraph 12) applicable to such Restricted Stock shall terminate and the Company shall release from escrow or trust and shall deliver to the Employee all shares of the Restricted Stock, as provided in Paragraph 9, but only if either: (i) the successor company does not assume, convert, continue, or otherwise replace the Restricted Stock on proportionate and equitable terms or (ii) if the successor company does assume, convert, continue, or otherwise replace the Restricted Stock on proportionate and equitable terms and the Employee’s employment is terminated without Cause by the Company on or within twenty-four (24) months after the Change in Control but before the Vesting Date. If subparagraph (i) above is applicable, full vesting of any nonvested Restricted Stock shall occur on the date of the Change in Control. If subparagraph (ii) above is applicable, full vesting of any nonvested Restricted Stock shall occur on the date of such termination without Cause.

8.Definition of Employment and Termination Date. For purposes of this Restricted Stock Agreement, “employment” means employment by the Company or any subsidiary (as “subsidiary” is defined under the Plan). “Termination Date” means the date upon which the Employee is separated from employment, whether voluntary or involuntary. Neither the transfer of the Employee from employment by the Company to employment by a subsidiary, nor the transfer of the Employee from employment by a subsidiary to employment by the Company, nor the transfer of the Employee from employment by one subsidiary to employment by another subsidiary shall be deemed to be a termination of employment of the Employee. Furthermore, in no event shall employment be deemed terminated under this Restricted Stock Agreement unless and until the Employee’s employment by the Company, to the extent applicable, and each of its subsidiaries, to the extent applicable, is terminated such that the Employee is no longer employed by the Company or any of its subsidiaries. Moreover, the employment of the Employee shall not be deemed to have been terminated because of absence from active employment on account of temporary illness or during authorized vacation or during temporary leaves of absence from active employment granted by the Company or a subsidiary for reasons of professional advancement, education, health, or government service, or during military leave for any period if the Employee returns to active employment within ninety (90) days after the termination of military leave, or during any period required to be treated as a leave of absence by virtue of any valid law or agreement. The Committee’s (or its delegee’s) determination in good faith regarding whether a termination of employment or service of any type has occurred shall be conclusive and determinative.

9.Issuance and Delivery of Shares; Ownership Rights.

a. Issuance and Delivery of Shares. Once vested, the shares of vested Restricted Stock will be delivered to the Employee via electronic delivery to the Employee’s account with the Company’s stock plan administrator and will be freely transferable by the Employee. The Committee may change the procedure for issuance and delivery of shares of vested Restricted Stock at any time. Notwithstanding any other provision of this Restricted Stock Agreement, the issuance and delivery of the shares of Common Stock under this Paragraph 9 shall be subject to the requirements of Paragraph 12, including restrictions on transfer as provided therein to the extent applicable.

b.Ownership Rights and Stock Dividends. During the Restriction Period, the Employee may exercise full voting rights with respect to the Restricted Stock. Subject to Paragraph 12, during the Restriction Period, all dividends and other distributions with respect to the Restricted Stock that are paid in Common Stock or other securities of the Company shall be (i) issued in the name of the Employee and delivered electronically to the Escrow Agent, (ii) subject to the same restrictions on transferability, forfeiture, vesting, and withholding provisions as the Restricted Stock with respect to which they were paid and (iii) delivered via electronic delivery to the Employee’s account with the Company’s stock plan administrator and become freely transferable by the Employee when and only to the extent the underlying shares of Restricted Stock have vested.

c.Cash Dividends. During the Restriction Period, if the Employee is employed on the record date for any cash dividends declared on the Common Stock, such cash dividends payable with respect to the Restricted Stock (the “Cash Dividends”) shall be accumulated and held by the Company until payable or forfeited pursuant hereto. No interest shall accrue on the Cash Dividends or otherwise be paid for the holding period. The Cash Dividends shall be subject to the same restrictions on transferability, forfeiture, vesting, and withholding provisions as the Restricted Stock with respect to which they were paid. Payment of the Cash Dividends shall be made on the applicable Vesting Date in Paragraph 5 (determined using the same rounding provisions as provided in Paragraph 5), subject to accelerated vesting or forfeiture and accelerated earlier payment (to the extent vested) that occurs before a Vesting Date in the event vesting of the Restricted Stock is accelerated under Paragraph 7. Accelerated payment of Cash Dividends upon accelerated vesting as provided above shall occur within sixty (60) days after the accelerated vesting event (but not later than the timing required under Paragraph 23.a).

d.Limits on Obligations. No interest shall accrue or otherwise be due in the event the Company delays the payment of the Cash Dividends beyond the holding period for administrative reasons. Any delay shall be in accordance with the requirements of Paragraph 23. However, the Company shall not be liable to the Employee or any successor in interest for damages relating to any delays in issuing or delivering the shares via electronic delivery or in payment of Cash Dividends to the Employee or any successor in interest, or any mistakes or errors in the issuance or delivery of the shares or in payment or delivery of shares or cash amounts payable under this Restricted Stock Agreement.

10.Reorganization of Company and Subsidiaries. The existence of this Restricted Stock Agreement shall not affect in any way the right or power of the Company or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Restricted Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

11.Adjustment of Shares. In the event of stock dividends, spin-offs of assets or other extraordinary dividends, stock splits, reverse stock splits, combinations of shares, recapitalizations, mergers, consolidations, reorganizations, liquidations, issuances of rights or warrants and similar transactions or events involving the Company (each a “Recapitalization Event”), then for all purposes references herein to Common Stock or to Restricted Stock shall mean and include all securities or other property (other than cash) that holders of Common Stock of the Company are entitled to receive in respect of Common Stock by reason of each successive Recapitalization Event, which securities or other property (other than cash) shall be treated in the same manner and shall be subject to the same restrictions as the underlying Restricted Stock.

12.Certain Restrictions. By accepting the Restricted Stock, the Employee agrees that if at the time of delivery of the shares of Restricted Stock issued hereunder any sale of such shares is not covered by an effective registration statement filed under the Securities Act of 1933 (the “Act”), the Employee will acquire the Restricted Stock for the Employee’s own account and without a view to resale or distribution in violation of the Act or any other securities law, and upon any such acquisition the Employee will enter into

such written representations, warranties and agreements as the Company may reasonably request in order to comply with the Act or any other securities law or with this Restricted Stock Agreement.

13.Confidential Information.

a.Nondisclosure and Non-use. By accepting the Restricted Stock, the Employee covenants and agrees that both during the Employee’s employment with the Company and thereafter, the Employee (i) shall exercise the utmost diligence to protect and safeguard the Confidential Information of the Company and its Affiliates; (ii) shall not disclose to any third party any Confidential Information, except as may be required by the Company in the course of the Employee’s employment or by law; and (iii) shall not use, directly or indirectly, for the Employee’s own benefit or for the benefit of another, any Confidential Information. The Employee acknowledges that Confidential Information has been and will be developed and acquired by the Company and its Affiliates by means of substantial expense and effort, that the Confidential Information is a valuable proprietary asset of the Company’s and its Affiliates’ business, and that its disclosure would cause substantial and irreparable injury to the Company’s and its Affiliates’ business. For purposes of this Restricted Stock Agreement, “Affiliate” shall mean any entity controlling, controlled by, or under common control of, the Company.

b.Definition of Confidential Information. For purposes of this Restricted Stock Agreement, “Confidential Information” means all information of a confidential or proprietary nature, whether or not specifically labeled or identified as “confidential,” in any form or medium, that is or was disclosed to, or developed or learned by, the Employee in connection with the Employee’s past, present or future employment with the Company and that relates to the business, products, services, research or development of any of the Company or its Affiliates or their suppliers, distributors or customers. Confidential Information includes, but is not limited to, the following: (i) internal business information (including, but not limited to, information relating to strategic plans and practices, business, training, marketing, promotional and sales plans and practices, cost, rate and pricing structures, accounting and business methods); (ii) identities of, individual requirements of, specific contractual arrangements with, and information about, any of the Company’s, or any of its Affiliates’, suppliers, distributors and customers and their confidential information; (iii) trade secrets, know-how, compilations of data and analyses, techniques, systems, formulae, research, records, reports, manuals, documentation, models, data and data bases relating thereto; (iv) inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether or not patentable); and (v) other information or thing that has economic value, actual or potential, from not being generally known to or not being readily ascertainable by proper means by other persons. Nothing in this Restricted Stock Agreement prohibits the Employee from reporting an event that the Employee reasonably and in good faith believes is a violation of law to the relevant law-enforcement agency (such as the Securities and Exchange Commission, Equal Employment Opportunity Commission, or Department of Labor), or from cooperating in an investigation conducted by such government agency. The Employee is hereby provided notice that under the 2016 Defend Trade Secrets Act (DTSA): (1) no individual will be held criminally or civilly liable under federal or state trade secret law for disclosure of a trade secret (as defined under the DTSA) that: (A) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or, (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public; and, (2) an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order.

c.Not Confidential Information. Confidential Information shall not include information that the Employee can demonstrate: (i) is publicly known through no wrongful act or breach of obligation of confidentiality; (ii) was rightfully received by the Employee from a third party without a breach

of any obligation of confidentiality by such third party; or (iii) was known to the Employee on a non-confidential basis prior to the Employee’s employment with the Company.

d.Presumption of Confidentiality. In any judicial proceeding, it will be presumed that the Confidential Information constitutes protectable trade secrets and the Employee will bear the burden of proving that any Confidential Information is publicly or rightfully known by the Employee.

e.Return of Confidential Information and Materials. The Employee agrees to return to the Company either before or immediately upon the termination of the Employee’s employment with the Company any and all information, materials or equipment which constitutes, contains, or in any way relates to the Confidential Information and any other document, equipment or materials of any kind relating in any way to the business of the Company in the possession, custody or control of the Employee which was obtained by the Employee during the course of or as a result of the Employee’s employment with the Company whether confidential or not, including, but without limitation, any copies thereof which may have been made by or for the Employee. The Employee shall also provide the Company, if requested to do so, the name of the new employer of the Employee and the Company shall have the right to advise any subsequent employer of the Employee’s obligations hereunder.

14.Non-Competition. By accepting the Restricted Stock, the Employee covenants and agrees that during the term of the Employee’s employment with the Company and for a twelve (12) month period [six (6) month period for Vice Presidents and below] [twenty-four (24) month period in the case of the Chief Executive Officer] immediately after the Termination Date (the “Restricted Period”), the Employee will not, directly or indirectly, perform any job, task, function, skill, or responsibility for a Competing Business that the Employee has provided for the Company (and/or its Affiliates) within the twelve (12) month period immediately preceding the Termination Date within the Restricted Territory. For purposes of this Restricted Stock Agreement, a “Competing Business” shall mean any direct competitor of the Company which, in general, means a specialty retailer of: (i) better women’s intimate apparel and sleepwear products; or (ii) better women’s apparel whose target customers are 35 years of age or older and have an annual household income of $75,000 or more. Competing Business includes, but is not limited to: J. Jill, Inc., Soft Surroundings Holdings, LLC, The Talbots, Inc., The GAP, Inc., Victoria’s Secret & Co., and Ascena Retail Group, Inc. For purposes of this Restricted Stock Agreement, the “Restricted Territory” means where the Company’s products are marketed as of the Termination Date.

This covenant on the part of the Employee shall be construed as an agreement independent of any other provision of this Restricted Stock Agreement; and the existence of any claim or cause of action of the Employee against the Company, whether predicated on this Restricted Stock Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of this covenant. The Employee expressly agrees that the restrictions of this Paragraph 14 will not prevent the Employee from otherwise obtaining gainful employment upon termination of the Employee’s employment with the Company as of the Termination Date and acknowledges that these restrictions are reasonable consideration for the grant of the Restricted Stock hereunder.

15.Non-Solicitation of Customers, Suppliers, and Business Associates. By accepting the Restricted Stock, the Employee agrees that for a period of two (2) years after the Termination Date, the Employee shall not directly or indirectly induce, solicit or encourage any customer, supplier or other business associate of the Company or an Affiliate to terminate or alter its relationship with the Company or Affiliate, or introduce, offer or sell to or for any customer or business associate, any products or services that compete with a Company product, service, marketing item, or other item which presently exists, or which was under development or active consideration during the Employee’s employment with the Company.

16.Non-Solicitation of Employees. By accepting the Restricted Stock, the Employee agrees that for a period of two (2) years after the Termination Date, the Employee shall not, directly or indirectly, induce, solicit or encourage any employee of the Company or its Affiliates to terminate or alter his or her relationship with the Company or its Affiliates.

17.Non-Disparagement. By accepting the Restricted Stock, the Employee covenants and agrees that both during the Employee’s employment with the Company and thereafter, the Employee shall not, directly or indirectly, disparage the Company, or its successors, corporate affiliates, assigns, officers, directors, shareholders, attorneys, employees, agents, trustees, representatives, or insurers. Such prohibited disparagement shall include communicating or disclosing any information or communications to anyone or any entity which is intended to or has the effect of having any negative impact on the Company, its business or reputation in the marketplace or otherwise.

18.Reasonable Cooperation. By accepting the Restricted Stock, the Employee acknowledges and agrees that, during the course of the Employee’s employment with the Company, the Employee will be involved in, and may have information or knowledge of, business matters that may become the subject of legal action, including threatened litigation, investigations, administrative proceedings, hearings or disputes. As such, upon reasonable notice, both during the Employee’s employment with the Company and thereafter, the Employee agrees to cooperate fully with any investigation into, defense or prosecution of, or other involvement in, claims to which the Employee has personal and relevant knowledge that are or may be made by or against the Company. This agreement to cooperate includes talking to or meeting with such persons at times and in such places as the Company and the Employee reasonably agree to, as well as giving truthful evidence and truthful testimony. The Company shall reimburse the Employee for reasonable out-of-pocket expenses actually incurred in connection with such assistance. The Employee also promises to notify the Company within five (5) days if the Employee is subpoenaed or contacted by a third party seeking information about Company activities.

19.Noncompliance Reporting. By accepting the Restricted Stock, the Employee agrees that if, at any time, the Employee learns of information suggesting conduct by an officer or employee of the Company (including of the Company’s subsidiaries) or a member of the Company’s Board of Directors that is unlawful, unethical, or constitutes a material violation of any Company policy, regardless of the source of such information, the Employee will report promptly such information to the Company through any of the Company’s internal mechanisms available for the reporting of such conduct such as, for instance, the Company’s Ethics and Compliance Hotline. Nothing in this Restricted Stock Agreement is intended to or will be used in any way to limit the Employee’s rights to communicate with a government agency, as provided for, protected under or warranted by applicable law.

20.Amendment and Termination. No amendment or termination of this Restricted Stock Agreement which would materially impair the rights of the Employee shall be made by the Board of Directors, the Committee, its delegee or the Plan Administrator at any time without the written consent of the Employee. No amendment or termination of the Plan will materially adversely affect the right, title and interest of the Employee under this Restricted Stock Agreement or to the Restricted Stock granted hereunder without the written consent of the Employee.

21.No Guarantee of Employment. This Restricted Stock Agreement shall not confer upon the Employee any right with respect to continuance of employment or other service with the Company or any subsidiary, nor shall it interfere in any way with any right the Company or any subsidiary would otherwise have to terminate such Employee’s employment or other service at any time.

22.Withholding of Taxes. The Company shall have the right to (i) make deductions from the number of shares of Restricted Stock otherwise deliverable upon satisfaction of the conditions precedent under this Restricted Stock Agreement, and deductions from cash amounts payable under this Restricted Stock Agreement, in an amount sufficient to satisfy any withholding of any U.S. or Canadian federal, state, or local taxes required by law, or (ii) take such other action as may be necessary or appropriate to satisfy any such tax withholding obligations, provided, in any event, the Company shall withhold only the minimum amount necessary to satisfy applicable statutory withholding requirements, unless the Employee has elected to have an additional amount withheld (up to the maximum allowed by law).

23.Other Tax Provisions.

a.Exemption from Code Section 409A. The benefits under this Restricted Stock Agreement are intended to be exempt from Code Section 409A either as restricted stock or under the short-term

deferral exemption set forth in Treasury Regulation § 1.409A-1(b)(4) and all provisions of this Restricted Stock Agreement shall be interpreted in a manner to maintain such exemptions. To that end, subject to any delays allowed under Code Section 409A applicable to short-term deferrals, Cash Dividends shall be paid in all events within two and one-half (2½) months after the end of the later of the tax year (of the Employee, which is usually the calendar year) or the fiscal year (of the Company or subsidiary to which the Employee provides services) during which the Cash Dividends are no longer subject to a substantial risk of forfeiture within the meaning of Code Section 409A. Notwithstanding the foregoing, in the event this Restricted Stock Agreement or any benefit paid hereunder is deemed to be subject to Code Section 409A, the Employee consents to the Company’s adoption of such conforming amendments as the Company deems advisable or necessary, in its sole discretion (but without an obligation to do so), to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A. Each payment made pursuant to any provision of this Restricted Stock Agreement shall be considered a separate payment and not one of a series of payments for purposes of Code Section 409A. If upon a “separation from service” within the meaning of Code Section 409A, the Employee is then a “specified employee” (as defined in Code Section 409A), then solely to the extent necessary to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A, the Company shall defer payment of “nonqualified deferred compensation” subject to Code Section 409A payable as a result of and within six (6) months following such separation from service under this Agreement until the earlier of (i) the first business day of the seventh month following the Employee’s separation from service, or (ii) ten (10) days after the Company receives written confirmation of the Employee’s death. To the extent required under Code Section 409A, termination or cessation of employment shall be read to mean a “separation from service” within the meaning of Code Section 409A. Notwithstanding any other provision of this Restricted Stock Agreement, the Employee and his or her successor in interest shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Employee or his or her successor in interest in connection with this Restricted Stock Agreement (including any taxes and penalties under Code Section 409A); and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Employee or his or her successor in interest harmless from any or all of such taxes or penalties.

b.No Guarantee of Tax Consequences. Neither the Company nor any affiliate nor any successor nor the Plan Administrator nor the Committee nor any delegee makes any commitment or guarantee that any federal or state or other tax treatment will apply or be available to any person eligible for benefits under this Restricted Stock Agreement.

24.Entire Agreement. This Restricted Stock Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements.

25.Severability. In the event that any provision of this Restricted Stock Agreement shall be held illegal, invalid, or unenforceable for any reason, such provision shall be fully severable, but shall not affect the remaining provisions of this Restricted Stock Agreement and this Restricted Stock Agreement shall be construed and enforced as if the illegal, invalid, or unenforceable provision had never been included herein.

26.Governing Law. This Restricted Stock Agreement shall be construed in accordance with the laws of the State of Florida to the extent federal law does not supersede and preempt Florida law.

27.Miscellaneous Provisions.

a.Not a Part of Salary. The grant of this Restricted Stock is not intended to be a part of the salary of the Employee.

relating to vesting of restricted stock awards, or otherwise conflicts with the terms of this Restricted Stock Agreement, the provisions of the Employment Agreement shall govern.

c.Independent Covenants. The Employee acknowledges that the promises set forth herein by either party are independent of each other and are independent of any other provision in any other agreement between the Employee and the Company and the existence of any claim or cause of action the Employee may have against the Company shall not constitute a defense to enforcement of the Employee’s promises herein. To the extent the topic of any restrictive covenant in Paragraphs 14 through 17 is addressed in an enforceable restrictive covenant agreement between the Employee and the Company, whether effective before or after this Restricted Stock Agreement (the “Restrictive Covenant Agreement”), the parties agree that the terms of such restrictive covenant contained in the Restrictive Covenant Agreement shall apply instead of the corresponding covenant in this Restricted Stock Agreement.

d.Electronic Delivery and Signatures. The Employee hereby consents and agrees to electronic delivery of share(s) of Common Stock, Plan documents, proxy materials, annual reports and other related documents. The Company has established procedures for an electronic signature system for delivery and acceptance of Plan documents (including documents relating to any programs adopted under the Plan and this Restricted Stock Agreement). The Employee hereby consents to such procedures and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Employee consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan, including any program adopted under the Plan.

e.Plan and Prospectus. A copy of the Plan, as well as a prospectus for the Plan, has been provided to the Employee, and the Employee acknowledges receipt thereof.

f.Committee Action. To the extent any provision of this Restricted Stock Agreement provides authority to the Committee or its delegee to act related to a non-ministerial matter, only the Committee may act to the extent such provision applies to an Insider. “Insider” means an individual who is, on the relevant date, subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended.

28. Clawback Provision. As a condition of receiving the Restricted Stock, the Employee acknowledges and agrees that the Employee’s rights, payments and benefits with respect to the Restricted Stock or other cash or property received with respect to the Restricted Stock shall be subject to such recovery or clawback as may be required pursuant to any applicable federal or other law or regulation, any applicable listing standard of any national securities exchange or system on which the Common Stock is then listed or reported or the terms of the Company’s Incentive Compensation Clawback Policy or similar policy as may be adopted from time to time by the Board of Directors or the Committee, which could in certain circumstances require repayment or forfeiture of the Restricted Stock or any shares of Common Stock or other cash or property received with respect to the Restricted Stock. To the extent allowed by law and as determined by the Committee, the Employee agrees that such repayment may, in the discretion of the Committee, be accomplished by withholding of future compensation to be paid to the Employee by the Company.

The Employee may reject this Restricted Stock Agreement on the internet hosting website designated by the Company for the Plan during the thirty (30) days following the Grant Date, in which case this Restricted Stock Agreement shall be cancelled and forfeited ab initio. If the Employee does not reject this Restricted Stock Agreement within those thirty (30) days, this Restricted Stock Agreement shall be deemed accepted by the Employee.

IN WITNESS WHEREOF, this Restricted Stock Agreement has been executed and delivered by the Company.

CHICO’S FAS, INC.

By:

Title:

Exhibit 10.8

FORM OF CHICO’S FAS, INC. AMENDED AND RESTATED 2020 OMNIBUS STOCK AND INCENTIVE PLAN PERFORMANCE AWARD AGREEMENT FOR PERFORMANCE SHARE UNITS

EMPLOYEE

This Performance Award Agreement (this “Performance Award Agreement”) is effective as of the Grant/Award Date indicated on the Appendix hereto (the “Grant Date”), and is entered into between Chico’s FAS, Inc., a Florida corporation (the “Company”), and <<NAME>> (the “Employee”). Capitalized terms not otherwise defined herein shall have the same meanings as in the Company’s Amended and Restated 2020 Omnibus Stock and Incentive Plan, as amended from time to time (the “Plan”), the terms of which are hereby incorporated by reference and made a part of this Performance Award Agreement. All references to specified paragraphs pertain to paragraphs of this Performance Award Agreement unless otherwise specifically provided. The Human Resources, Compensation and Benefits Committee of the Board of Directors of the Company (the “Committee”) approved this Performance Award grant, in the form of performance share units (“PSUs”), pursuant to the Plan, provided that the Employee continues to be employed as an employee of the Company on the Grant Date.

In consideration of the mutual promises set forth below, the parties hereto agree as follows:

1.Grant of PSUs. The Company hereby grants to the Employee the right to receive the target number of PSUs indicated on the Appendix hereto (the “Target”) on the Vesting Date set forth in Paragraph 5, with the earn-out opportunity to receive PSUs equal to <<%>> - <<%>> of the Target, subject to the achievement of the Performance Goals set forth in Paragraph 2. After the achievement and certification of the Performance Goals as provided in Paragraph 2.b, each PSU earned based on performance shall entitle the Employee to receive one share of Common Stock of the Company, payable on the Payment Date (as defined below), provided the applicable employment requirements of Paragraphs 5, 6 and 7 are met. The PSUs are granted pursuant to the Plan and are subject to the provisions of the Plan, as well as the provisions of this Performance Award Agreement. The Employee agrees to be bound by all of the terms, provisions, conditions and limitations of the Plan and this Performance Award Agreement. To the extent the terms of the Plan and this Performance Award Agreement are in conflict, the terms of the Plan shall govern.

2.Earning the Award and Performance Goals. The Employee’s right to receive the PSUs is subject to the following conditions (and the PSUs shall not be considered earned until all of the below conditions are met):

a.The Employee continues to be employed through the Vesting Date set forth in Paragraph 5, subject to the provisions in Paragraphs 6 and 7, and

b.The performance goals established by the Committee (the “Performance Goals”) are achieved as provided in this Paragraph 2.b. Such Performance Goals have been established by the Committee and are based upon the Company’s RONA (as defined below) performance for the three fiscal years during the Performance Period. Threshold, target and maximum levels apply to the determination of each fiscal year’s achievement, and a maximum level applies to the determination of the Overall Performance payout, in each case as described on Exhibit 1 hereto. The “Performance Period” begins <<date>> and ends on <<date>>. If the actual Overall Performance is above the established maximum, no PSUs shall be payable above such maximum. The Committee shall determine and certify the level of Overall Performance after the end of the Performance Period. Except as provided otherwise in Paragraph 7.a (in the event of death) or Paragraph 7.b (in the event of a Change in Control), any PSUs that are not, based on the Committee’s determination, earned by performance during the Performance Period shall be forfeited.

c.“RONA” for each fiscal year in the Performance Period shall be computed as the Company’s (a) net income divided by (b) the “five-point average” (based on balances at the beginning of the first quarter plus the final balances for each quarter of the fiscal year) of net working capital less cash and marketable securities plus fixed assets (with all of the foregoing terms as determined per the Company’s financial statements for the applicable period) but shall exclude:

i.the impact of (a) restructurings, discontinued operations, extraordinary items, debt redemption or retirement, asset write downs, the impact of material litigation or claim judgments or settlements or insurance settlements, acquisitions or divestitures, foreign exchange gains and losses, and other unusual or non-recurring items, (b) an event or series of events either not directly related to the operations of the Company or not within the reasonable control of the Company’s management, and (c) the cumulative effects of tax or accounting changes in accordance with U.S. generally accepted accounting principles.

3. No Transfer of PSUs. During the Restriction Period (as defined in Paragraph 5), the Employee shall have no rights to or with respect to such PSUs except as specifically set forth in this Performance Award Agreement, and, during the Restriction Period, such nonvested PSUs shall not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, other than by will, the laws of descent and distribution or by qualified domestic relations order or pursuant to a beneficiary designation made under the Plan. No right or benefit hereunder shall in any manner be liable for or subject to any debts, contracts, liabilities, or torts of the Employee.

4.Risk of Forfeiture. Subject to Paragraphs 6 and 7: (a) upon termination of the Employee’s employment (as determined under Paragraph 8) prior to the Vesting Date or (b) after the Termination Date (as defined in Paragraph 8) but prior to the Payment Date, upon the Committee’s (or its delegee’s) determination that the Employee has violated any of the covenants in Paragraphs 13 through 17 herein, in each case regardless of whether the Performance Requirements under Paragraph 2.b are achieved, the Employee shall not earn and shall forfeit the right to receive all PSUs.

5.Vesting Date and Payment Date. Subject to the forfeiture provisions in Paragraphs 4 and 6 and the accelerated vesting provisions in Paragraph 7, if the employment requirements are met and to the extent the Performance Goals set forth in Paragraph 2 are achieved, the restrictions applicable to the PSUs will lapse on the third anniversary of the Grant Date (the “Vesting Date”), as shown in the Vesting Date indicated on Exhibit 1 hereto. The period from the Grant Date to the Vesting Date is sometimes referred to as the “Restriction Period.” To the extent not previously forfeited, and subject to the provisions in Paragraph 7.b, the vested and earned PSUs shall be paid on the date set forth in Paragraph 9.a (the “Payment Date”) in the form of unrestricted shares of Common Stock as provided in Paragraph 9, subject to the provisions in Paragraph 12. To the extent the Payment Date is a designated period (such as a designated month or months), the Company will determine in its sole discretion the exact payment date(s) within the designated period of time.

a.Voluntary Termination or Termination for Cause. If, other than as specified below, the Employee voluntarily terminates employment with the Company or the Employee’s employment is involuntarily terminated for Cause by the Company prior to the Vesting Date, then the Employee has not earned the PSUs and shall forfeit the right to receive all PSUs. For purposes of this Performance Award Agreement, “Cause” shall mean:

i.If the Employee has an Employment Agreement (as defined in Paragraph 27.b) in effect on the Grant Date that defines Cause, Cause as defined in the Employment Agreement; or

ii.If the Employee does not have an Employment Agreement in effect on the Grant Date or such Employment Agreement does not define Cause, the Employee’s engaging in any of the following conduct:

(A) Conduct resulting in a conviction of, or entering a plea of no contest to, any felony;

(B) Conduct resulting in a conviction of, or entering a plea of no contest to, any crime related to employment, but specifically excluding traffic offenses;

(C) Continued neglect, gross negligence, or willful misconduct by the Employee in the performance of the Employee’s duties, which has a material adverse effect on the Company or its subsidiaries;

(D) Willful failure to take actions permitted by law and necessary to implement the policies of the Company or its subsidiaries as such policies have been communicated to the Employee;

(E) Material breach of the terms of this Performance Award Agreement, including but not limited to Paragraphs 13 through 18 herein; or

(F) Drug or alcohol abuse to the extent that such abuse has an obvious and material adverse effect on the Company or its subsidiaries or upon the Employee’s ability to perform his or her duties and responsibilities.

b.Involuntary Termination without Cause. Unless Paragraph 7.b applies, if the Employee’s employment is involuntarily terminated without Cause by the Company prior to the Vesting Date, then the Employee has not earned the PSUs and shall forfeit the right to receive all PSUs.

7.Death or Change in Control. The Employee’s death or a Change in Control, shall affect the Employee’s rights under this Performance Award Agreement as follows:

a.Death. Unless Paragraph 7.b applies, if the Employee’s employment with the Company is terminated by death prior to the Vesting Date, to the extent not previously vested or forfeited, then the PSUs shall become fully time-based vested and performance shall be determined as provided below in this Paragraph 7.a. and, to the extent earned based on performance, the vested PSUs shall be paid within sixty (60) days after the Employee’s date of death. For each completed fiscal year during the Performance Period that ends prior to the Employee’s date of death, performance shall be based on actual performance as determined as described on Exhibit 1. For each fiscal year during the Performance Period that does not end prior to the Employee’s date of death, performance shall be deemed equal to the target performance goal as described on Exhibit 1. The earned PSUs will be determined as described on Exhibit 1 but using the performance described in this Paragraph 7.a.

b.Change in Control. Notwithstanding any other provisions of this Performance Award Agreement, the provisions of this Paragraph 7.b shall apply after a Change of Control.

i.If a Change in Control shall occur prior to the Payment Date (for a Payment Date that is a designated period, then prior to the first day of such designated period) and the successor company does not assume, convert, continue, or otherwise replace the PSUs on proportionate and equitable terms, to the extent not previously vested or forfeited, then the PSUs shall become fully time-based vested, shall be subject to the performance requirements set forth in subparagraph (iii) below, and shall be paid no later than thirty (30) days after the date of the Change in Control.

ii.If a Change in Control shall occur prior to the Payment Date (for a Payment Date that is a designated period, then prior to the first day of such designated period) and the successor company does assume, convert, continue or otherwise replace the PSUs on proportionate and equitable terms, then the PSUs shall be vested and paid as provided in the following sentence and shall be subject to the performance requirements set forth in subparagraph (iii) below. To the extent not previously vested or forfeited, the PSUs shall vest on the Vesting Date provided the Employee is employed on the Vesting Date. If the employment of the Employee is involuntarily terminated without Cause by the Company or a subsidiary within twenty-four (24) months after the Change in Control, then the PSUs earned based on performance in accordance with subparagraph (iii) below shall be deemed earned and vested upon such termination of employment and shall be paid within

sixty (60) days after the Employee’s involuntary termination without Cause. If the employment of the Employee is terminated due to the Employee’s death, then the PSUs earned based on performance in accordance with subparagraph (iii) below shall be deemed earned and vested upon such death and shall be paid within sixty (60) days after the Employee’s death. If the Employee’s employment is terminated for any other reason by the Company or a subsidiary or by the Employee, no PSUs shall be earned, and all PSUs shall be immediately forfeited.

iii.For PSUs subject to subparagraphs (i) and (ii) above, performance shall be determined by the Committee as follows: For each completed fiscal year during the Performance Period that ends at least one month prior to the Change in Control, performance shall be based on actual performance as determined as described on Exhibit 1. For each fiscal year during the Performance Period that does not end at least one month prior to the Change in Control, performance shall be deemed equal to the target performance goal as described on Exhibit 1. The PSUs earned based on performance will be determined as described on Exhibit 1 but using the performance described in this subparagraph (iii). For PSUs subject to subparagraphs (i) and (ii) above, the forfeiture provisions in Paragraph 4.b shall not apply after the Termination Date.

iv.If a Change in Control shall occur on or after a Payment Date (for a Payment Date that is a designated period, then on or after the first day of such designated period), then the PSUs shall vest and be paid in accordance with Paragraph 5.

v.For purposes of this Paragraph 7.b, a Change in Control shall have the meaning set forth in the Plan.

8.Definition of Employment and Termination Date. For purposes of this Performance Award Agreement, “employment” means employment by the Company and/or its subsidiary (as “subsidiary” is defined under the Plan). “Termination Date” means the date upon which the Employee is separated from employment, whether voluntary or involuntary. Neither the transfer of the Employee from employment by the Company to employment by a subsidiary, nor the transfer of the Employee from employment by a subsidiary to employment by the Company, nor the transfer of the Employee from employment by a subsidiary to employment by another subsidiary shall be deemed to be a termination of employment of the Employee. Furthermore, except as required in Paragraph 23.a, in no event shall employment be deemed terminated under this Performance Award Agreement unless and until the Employee’s employment by the Company, to the extent applicable, and each of its subsidiaries, to the extent applicable, is terminated such that the Employee is no longer employed by the Company or any of its subsidiaries. Moreover, the employment of the Employee shall not be deemed to have been terminated because of absence from active employment on account of temporary illness or during authorized vacation or during temporary leaves of absence from active employment granted by the Company or a subsidiary for reasons of professional advancement, education, health, or government service, or during military leave for any period if the Employee returns to active employment within ninety (90) days after the termination of military leave, or during any period required to be treated as a leave of absence by virtue of any valid law or agreement. The Committee’s (or its delegee’s) determination in good faith regarding whether a termination of employment or service of any type has occurred shall be conclusive and determinative.

9.Issuance and Delivery of Shares; Ownership Rights.

a.Issuance and Delivery of Shares. With respect to PSUs that become vested as provided in Paragraph 5, the shares of Common Stock will be issued and delivered to the Employee via electronic delivery to the Employee’s account with the Company’s stock plan administrator on the Payment Date set forth on Exhibit 1 hereto and will be freely transferable by the Employee (subject to compliance with applicable securities law). With respect to PSUs that become vested as provided in Paragraph 7.a or Paragraph 7.b, the shares of Common Stock will be issued and delivered to the Employee via electronic delivery to the Employee’s account with the Company’s stock plan administrator as provided in Paragraph 7.a or Paragraph 7.b and will be freely transferable by the Employee (subject to compliance with applicable securities law). The

Committee may change the above procedure for issuance and delivery of shares of Common Stock at any time but may not delay the Payment Date or the date of payment under Paragraph 7.a or Paragraph 7.b beyond the latest payment date set forth in Paragraph 23. Notwithstanding any other provision of this Performance Award Agreement, the issuance and delivery of the shares of Common Stock under this Paragraph 9 shall be subject to the requirements of Paragraph 12, including restrictions on transfer as provided therein to the extent applicable.

b.Ownership Rights and Dividend Equivalents. The Employee has no voting or ownership rights with regard to the shares of Common Stock underlying the PSUs prior to the issuance of such shares. The Employee shall be credited with dividend equivalents for all dividends paid in cash that holders of Common Stock of the Company are entitled to receive in respect of Common Stock and that have record dates subsequent to the Grant Date and prior to the Payment Date set forth in Paragraph 9.a (or any applicable earlier payment date provided under Paragraph 7.a or Paragraph 7.b). The Employee shall be entitled to receive such dividend equivalents in cash to the extent the underlying PSUs are vested and earned and such dividend equivalents shall be paid on the Payment Date set forth on Exhibit 1 hereto (which does not need to be the same date as for the PSUs under Paragraph 9.a), provided, however, that, in all events, if the payment date of the PSUs is accelerated under Paragraph 7.a or Paragraph 7.b, then the payment date of the dividend equivalents shall also be accelerated and paid at the same time as provided under Paragraph 7.a or Paragraph 7.b. To the extent any nonvested PSUs are not earned and are forfeited, the dividend equivalents attributable to such PSUs shall also not be earned and shall be forfeited. After the issuance and delivery of the shares of Common Stock, the Employee shall have all voting and ownership rights as provided to other shareholders.

c.Limits on Obligations. No interest shall accrue or otherwise be due in the event the Company delays the payment of the PSUs or dividend equivalents beyond the applicable Payment Date for administrative reasons. Any delay shall be in accordance with the requirements of Paragraph 23. However, the Company shall not be liable to the Employee or any successor in interest for damages relating to any delays in issuing and delivering the shares via electronic delivery or in payment of dividend equivalents to the Employee or any successor in interest, or any mistakes or errors in the issuance or delivery of the shares or in payment or delivery of shares or cash amounts payable under this Performance Award Agreement.

10.Reorganization of Company and Subsidiaries. The existence of this Performance Award Agreement shall not affect in any way the right or power of the Company or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the PSUs or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

11.Adjustment of Shares. In the event of stock dividends, spin-offs of assets or other extraordinary dividends, stock splits, reverse stock splits, combinations of shares, recapitalizations, mergers, consolidations, reorganizations, liquidations, issuances of rights or warrants and similar transactions or events involving the Company (each a “Recapitalization Event”), then for all purposes references herein to Common Stock or to PSUs shall mean and include all securities or other property (other than cash) that holders of Common Stock of the Company are entitled to receive in respect of Common Stock by reason of each successive Recapitalization Event, which securities or other property (other than cash) shall be treated in the same manner and shall be subject to the same restrictions as the PSUs.

12.Certain Restrictions. By accepting the Performance Award, the Employee agrees that if at the time of delivery of the shares of Common Stock issued hereunder any sale of such shares is not covered by an effective registration statement filed under the Securities Act of 1933 (the “Act”), the Employee will acquire the Common Stock for the Employee’s own account and without a view to resale or distribution in violation of the Act or any other securities law, and upon any such acquisition the Employee will enter into

such written representations, warranties and agreements as the Company may reasonably request in order to comply with the Act or any other securities law or with this Performance Award Agreement.

13.Confidential Information.

a.Nondisclosure and Non-use. By accepting the Performance Award, the Employee covenants and agrees that both during the Employee’s employment with the Company and thereafter, the Employee (i) shall exercise the utmost diligence to protect and safeguard the Confidential Information of the Company and its Affiliates; (ii) shall not disclose to any third party any Confidential Information, except as may be required by the Company in the course of the Employee’s employment or by law; and (iii) shall not use, directly or indirectly, for the Employee’s own benefit or for the benefit of another, any Confidential Information. The Employee acknowledges that Confidential Information has been and will be developed and acquired by the Company and its Affiliates by means of substantial expense and effort, that the Confidential Information is a valuable proprietary asset of the Company’s and its Affiliates’ business, and that its disclosure would cause substantial and irreparable injury to the Company’s and its Affiliates’ business. For purposes of this Performance Award Agreement, “Affiliate” shall mean any entity controlling, controlled by, or under common control of, the Company.

b.Definition of Confidential Information. For purposes of this Performance Award Agreement, “Confidential Information” means all information of a confidential or proprietary nature, whether or not specifically labeled or identified as “confidential,” in any form or medium, that is or was disclosed to, or developed or learned by, the Employee in connection with the Employee’s past, present or future employment with the Company and that relates to the business, products, services, research or development of any of the Company or its Affiliates or their suppliers, distributors or customers. Confidential Information includes, but is not limited to, the following: (i) internal business information (including, but not limited to, information relating to strategic plans and practices, business, training, marketing, promotional and sales plans and practices, cost, rate and pricing structures, accounting and business methods); (ii) identities of, individual requirements of, specific contractual arrangements with, and information about, any of the Company’s, or any of its Affiliates’, suppliers, distributors and customers and their confidential information; (iii) trade secrets, know-how, compilations of data and analyses, techniques, systems, formulae, research, records, reports, manuals, documentation, models, data and data bases relating thereto; (iv) inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether or not patentable); and (v) other information or thing that has economic value, actual or potential, from not being generally known to or not being readily ascertainable by proper means by other persons. Nothing in this Performance Award Agreement prohibits the Employee from reporting an event that the Employee reasonably and in good faith believes is a violation of law to the relevant law-enforcement agency (such as the Securities and Exchange Commission, Equal Employment Opportunity Commission, or Department of Labor), or from cooperating in an investigation conducted by such government agency. The Employee is hereby provided notice that under the 2016 Defend Trade Secrets Act (DTSA): (1) no individual will be held criminally or civilly liable under federal or state trade secret law for disclosure of a trade secret (as defined under the DTSA) that: (A) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or, (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public; and, (2) an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order.

of any obligation of confidentiality by such third party; or (iii) was known to the Employee on a non-confidential basis prior to the Employee’s employment with the Company.

14.Non-Competition. By accepting the Performance Award, the Employee covenants and agrees that during the term of the Employee’s employment with the Company and for a twelve (12) month period [six (6) month period for Vice Presidents and below] [twenty-four (24) month period in the case of the Chief Executive Officer] immediately after the Termination Date (the “Restricted Period”), the Employee will not, directly or indirectly, perform any job, task, function, skill, or responsibility for a Competing Business that the Employee has provided for the Company (and/or its Affiliates) within the twelve (12) month period immediately preceding the Termination Date within the Restricted Territory. For purposes of this Performance Award Agreement, a “Competing Business” shall mean any direct competitor of the Company which, in general, means a specialty retailer of: (i) better women’s intimate apparel and sleepwear products; or (ii) better women’s apparel whose target customers are 35 years of age or older and have an annual household income of $75,000 or more. Competing Business includes, but is not limited to: J. Jill, Inc., Soft Surroundings Holdings, LLC, The Talbots, Inc., The GAP, Inc., Victoria’s Secret & Co., and Ascena Retail Group, Inc. For purposes of this Performance Award Agreement, the “Restricted Territory” means where the Company’s products are marketed as of the Termination Date.

This covenant on the part of the Employee shall be construed as an agreement independent of any other provision of this Performance Award Agreement; and the existence of any claim or cause of action of the Employee against the Company, whether predicated on this Performance Award Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of this covenant. The Employee expressly agrees that the restrictions of this Paragraph 14 will not prevent the Employee from otherwise obtaining gainful employment upon termination of the Employee’s employment with the Company as of the Termination Date and acknowledges that these restrictions are reasonable consideration for the grant of the Performance Award hereunder.

15.Non-Solicitation of Employees. By accepting the Performance Award, the Employee agrees that for a period of two (2) years after the Termination Date, the Employee shall not, directly or indirectly, induce, solicit or encourage any employee of the Company or its Affiliates to terminate or alter his or her relationship with the Company or its Affiliates.

16.Non-Solicitation of Customers, Suppliers, and Business Associates. By accepting the Performance Award, the Employee agrees that for a period of two (2) years after the Termination Date, the Employee shall not directly or indirectly induce, solicit or encourage any customer, supplier or other business associate of the Company or an Affiliate to terminate or alter its relationship with the Company or Affiliate, or introduce, offer or sell to or for any customer or business associate, any products or services that compete with a Company product, service, marketing item, or other item which presently exists, or which was under development or active consideration during the Employee’s employment with the Company.

17.Non-Disparagement. By accepting the Performance Award, the Employee covenants and agrees that both during the Employee’s employment with the Company and thereafter, the Employee shall not, directly or indirectly, disparage the Company, or its successors, corporate affiliates, assigns, officers, directors, shareholders, attorneys, employees, agents, trustees, representatives, or insurers. Such prohibited disparagement shall include communicating or disclosing any information or communications to anyone or any entity which is intended to or has the effect of having any negative impact on the Company, its business or reputation in the marketplace or otherwise.

18.Reasonable Cooperation. By accepting the Performance Award, the Employee acknowledges and agrees that, during the course of the Employee’s employment with the Company, the Employee will be involved in, and may have information or knowledge of, business matters that may become the subject of legal action, including threatened litigation, investigations, administrative proceedings, hearings or disputes. As such, upon reasonable notice, both during the Employee’s employment with the Company and thereafter, the Employee agrees to cooperate fully with any investigation into, defense or prosecution of, or other involvement in, claims to which the Employee has personal and relevant knowledge that are or may be made by or against the Company. This agreement to cooperate includes talking to or meeting with such persons at times and in such places as the Company and the Employee reasonably agree to, as well as giving truthful evidence and truthful testimony. The Company shall reimburse the Employee for reasonable out-of-pocket expenses actually incurred in connection with such assistance. The Employee also promises to notify the Company within five (5) days if the Employee is subpoenaed or contacted by a third party seeking information about Company activities.

19.Noncompliance Reporting. By accepting the Performance Award, the Employee agrees that if, at any time, the Employee learns of information suggesting conduct by an officer or employee of the Company (including of the Company’s subsidiaries) or a member of the Company’s Board of Directors that is unlawful, unethical, or constitutes a material violation of any Company policy, regardless of the source of such information, the Employee will report promptly such information to the Company through any of the Company’s internal mechanisms available for the reporting of such conduct such as, for instance, the Company’s Ethics and Compliance Hotline. Nothing in this Performance Award Agreement is intended to or will be used in any way to limit the Employee’s rights to communicate with a government agency, as provided for, protected under or warranted by applicable law.

20.Amendment and Termination. No amendment or termination of this Performance Award Agreement which would materially impair the rights of the Employee shall be made by the Board of Directors, the Committee, its delegee or the Plan Administrator at any time without the written consent of the Employee. No amendment or termination of the Plan will materially adversely affect the right, title and interest of the Employee under this Performance Award Agreement or to the Performance Award granted hereunder without the written consent of the Employee.

21.No Guarantee of Employment. This Performance Award Agreement shall not confer upon the Employee any right with respect to continuance of employment or other service with the Company or any subsidiary, nor shall it interfere in any way with any right the Company or any subsidiary would otherwise have to terminate such Employee’s employment or other service at any time.

22.Withholding of Taxes. The Company shall have the right to (i) make deductions from the number of shares of Common Stock otherwise deliverable upon satisfaction of the conditions precedent under this Performance Award Agreement (and other amounts payable under this Performance Award Agreement) in an amount sufficient to satisfy withholding of any U.S. or Canadian federal, state or local taxes required by law, or (ii) take such other action as may be necessary or appropriate to satisfy any such tax withholding obligations, provided, in any event, the Company shall withhold only the minimum amount necessary to satisfy applicable statutory withholding requirements, unless the Employee has elected to have an additional amount withheld (up to the maximum allowed by law).

23.Other Tax Provisions.

a. Code Section 409A Exemption. This Performance Award Agreement is intended to comply with an exemption from the requirements of Code Section 409A by reason of the short-term deferral exemption set forth in

Treasury Regulation § 1.409A-1(b)(4) and shall be interpreted accordingly, and any right or benefit under this Performance Award Agreement shall be provided and paid in a manner, and at such time and in such form, as to maintain an exemption from Code Section 409A. To that end, subject to any delays allowed under Code Section 409A applicable to short-term deferrals, any payment under this Performance Award Agreement shall be paid in all events within two and one-half (2½) months after the end of the later of the tax year (of the Employee, which is usually the calendar year) or the fiscal year (of the Company or subsidiary to which the Employee provides services) during which the PSUs is no longer subject to a substantial risk of forfeiture within the meaning of Code Section 409A. Notwithstanding the foregoing, in the event this Performance Award Agreement or any benefit paid hereunder is deemed to be subject to Code Section 409A, the Employee consents to the Company's adoption of such conforming amendments as the Company deems advisable or necessary, in its sole discretion (but without an obligation to do so), to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A. Each payment made pursuant to any provision of this Performance Award Agreement shall be considered a separate payment and not one of a series of payments for purposes of Code Section 409A. If upon a “separation from service” within the meaning of Code Section 409A, the Employee is then a “specified employee” (as defined in Code Section 409A), then solely to the extent necessary to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A, the Company shall defer payment of “nonqualified deferred compensation” subject to Code Section 409A payable as a result of and within six (6) months following such separation from service under this Agreement until the earlier of (i) the first business day of the seventh month following the Employee’s separation from service, or (ii) ten (10) days after the Company receives written confirmation of the Employee’s death. To the extent required under Code Section 409A, termination or cessation of employment shall be read to mean a “separation from service” within the meaning of Code Section 409A. Notwithstanding any other provision of this Performance Award Agreement, the Employee and his or her successor in interest shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Employee or his or her successor in interest in connection with this Performance Award Agreement (including any taxes and penalties under Code Section 409A); and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Employee or his or her successor in interest harmless from any or all of such taxes or penalties.

a.No Guarantee of Tax Consequences. Neither the Company nor any affiliate nor any successor, nor the Plan Administrator, nor the Committee, nor any delegee makes any commitment or guarantee that any federal or state or other tax treatment will apply or be available to any person eligible for benefits under this Performance Award Agreement.

24.Entire Agreement. This Performance Award Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements.

25.Severability. In the event that any provision of this Performance Award Agreement shall be held illegal, invalid, or unenforceable for any reason, such provision shall be fully severable, but shall not affect the remaining provisions of this Performance Award Agreement and this Performance Award Agreement shall be construed and enforced as if the illegal, invalid, or unenforceable provision had never been included herein.

26.Governing Law. This Performance Award Agreement shall be construed in accordance with the laws of the State of Florida to the extent federal law does not supersede and preempt Florida law.

27.Miscellaneous Provisions.

a.Not a Part of Salary. The grant of this Performance Award is not intended to be a part of the salary of the Employee.

b.Conflicts with Any Employment Agreement. Notwithstanding Paragraph 24 above, if the Employee has an employment or change in control agreement with the Company or any of its subsidiaries (an “Employment Agreement”) which contains different or additional provisions relating to vesting of restricted stock unit awards, or otherwise conflicts with the terms of this Performance Award Agreement, the provisions of the Employment Agreement shall govern except

to the extent compliance with such provision would result in the loss of an exemption from Code Section 409A.

c.Independent Covenants. The Employee acknowledges that the promises set forth herein by either party are independent of each other and are independent of any other provision in any other agreement between the Employee and the Company and the existence of any claim or cause of action the Employee may have against the Company shall not constitute a defense to enforcement of the Employee’s promises herein. To the extent the topic of any restrictive covenant in Paragraphs 14 through 17 is addressed in an enforceable restrictive covenant agreement between the Employee and the Company, whether effective before or after this Performance Award Agreement (the “Restrictive Covenant Agreement”), the parties agree that the terms of such restrictive covenant contained in the Restrictive Covenant Agreement shall apply instead of the corresponding covenant in this Performance Award Agreement.

d.Electronic Delivery and Signatures. The Employee hereby consents and agrees to electronic delivery of share(s) of Common Stock, Plan documents, proxy materials, annual reports and other related documents. The Company has established procedures for an electronic signature system for delivery and acceptance of Plan documents (including documents relating to any programs adopted under the Plan and this Performance Award Agreement). The Employee hereby consents to such procedures and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Employee consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan, including any program adopted under the Plan.

e.Plan and Prospectus. A copy of the Plan, as well as a prospectus for the Plan, has been provided to the Employee, and the Employee acknowledges receipt thereof.

f.Committee Action. To the extent any provision of this Performance Award Agreement provides authority to the Committee or its delegee to act related to a non-ministerial matter, only the Committee may act to the extent such provision applies to an Insider. “Insider” means an individual who is, on the relevant date, subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended.

28.Clawback Provision. As a condition of receiving the Performance Award, the Employee acknowledges and agrees that the Employee’s rights, payments and benefits with respect to the PSUs and the shares of Common Stock underlying the PSUs shall be subject to such recovery or clawback as may be required pursuant to any applicable federal or other law or regulation, any applicable listing standard of any national securities exchange or system on which the Common Stock is then listed or reported or the terms of the Company’s Incentive Compensation Clawback Policy or similar policy as may be adopted from time to time by the Board of Directors or the Committee, which could in certain circumstances require repayment or forfeiture of the PSUs or any shares of Common Stock or other cash or property received with respect to the PSUs. To the extent allowed by law and as determined by the Committee, the Employee agrees that such repayment may, in the discretion of the Committee, be accomplished by withholding of future compensation to be paid to the Employee by the Company.

The Employee may reject this Performance Award Agreement on the internet hosting website designated by the Company for the Plan during the thirty (30) days following the Grant Date, in which case this Performance Award Agreement shall be cancelled and forfeited ab initio. If the Employee does not reject this Performance Award Agreement within those thirty (30) days, this Performance Award Agreement shall be deemed accepted by the Employee.

IN WITNESS WHEREOF, this Performance Award Agreement has been executed and delivered by the Company.

CHICO’S FAS, INC.

By:

Title:

Exhibit 1 to Performance Award Agreement

Grant Date: <<date>>

Vesting Date: <<date>>

Payment Date: <<date>> through <<date>> (Specific payment date(s) within this period to be determined by the Company.)

Performance Goals:


Threshold, Target and Maximum Performance Goals and % of Target Achieved
	Threshold	Target	Maximum
FY XXXX	RONA = <<%>>	RONA = <<%>>	RONA = <<%>>
FY XXXX	RONA = <<bps>> below Target RONA for FY <<YEAR>>	RONA = <<bps>> increase over actual FY <<YEAR>> RONA	RONA = <<bps>> increase over Target RONA for FY <<YEAR>>
FY XXXX	RONA = <<bps>> below Target RONA for FY <<YEAR>>	RONA = <<bps>> increase over actual FY <<YEAR>> RONA	RONA = <<bps>> increase over Target RONA for FY <<YEAR>>
% of Target RONA Achieved*	<<%>>	<<%>>	<<%>>
* If performance for a fiscal year is between the Threshold and Target or between the Target and Maximum Performance Goals, the “% of Target RONA Achieved” for that fiscal year will be determined by applying linear interpolation to the performance interval.

Payout Percentage:


Overall Performance will be determined by averaging the “% of Target RONA Achieved” for the three fiscal years of the Performance Period (if the Threshold Performance Goal set forth above is not met for a fiscal year, then 0% is used in calculating the average). The Overall Performance calculation (from <<%>> to <<%>>) is not subject to a threshold but is subject to a maximum of <<%>> Payout Percentage will equal the Overall Performance times the target number of PSUs. *Any fractional PSU earned will be rounded up to the nearest whole PSU.

Exhibit 31.1

CHICO’S FAS, INC. AND SUBSIDIARIES CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Molly Langenstein, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Chico’s FAS, Inc. for the period ended July 29, 2023;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 30, 2023


/s/ Molly Langenstein
Name:						Molly Langenstein
Title:						Chief Executive Officer, President and Director

Exhibit 31.2

CHICO’S FAS, INC. AND SUBSIDIARIES CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, David M. Oliver, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Chico’s FAS, Inc. for the period ended July 29, 2023;

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 30, 2023


/s/ David M. Oliver
Name:						David M. Oliver
Title:						Executive Vice President – Chief Financial Officer and Chief Accounting Officer

Exhibit 32.1

Certification Pursuant To 18 U.S.C. Section 1350,

As Adopted Pursuant To

Section 906 Of The Sarbanes-Oxley Act Of 2002

I, Molly Langenstein, Chief Executive Officer, President and Director of Chico’s FAS, Inc. (the “Company”) certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)The Quarterly Report of the Company on Form 10-Q for the period ended July 29, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


/s/ Molly Langenstein
Molly Langenstein
Chief Executive Officer, President and Director

Date: August 30, 2023

Exhibit 32.2

Certification Pursuant To 18 U.S.C. Section 1350,

As Adopted Pursuant To

Section 906 Of The Sarbanes-Oxley Act Of 2002

I, David M. Oliver, Executive Vice President - Chief Financial Officer and Chief Accounting Officer of Chico’s FAS, Inc. (the “Company”) certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


/s/ David M. Oliver
David M. Oliver
Executive Vice President – Chief Financial Officer and Chief Accounting Officer

Date: August 30, 2023

Cover Page - shares	6 Months Ended
Cover Page - shares	Jul. 29, 2023	Aug. 21, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jul. 29, 2023
Document Transition Report	false
Entity File Number	001-16435
Entity Registrant Name	Chico’s FAS, Inc.
Entity Incorporation, State or Country Code	FL
Entity Tax Identification Number	59-2389435
Entity Address, Address Line One	11215 Metro Parkway
Entity Address, City or Town	Fort Myers
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33966
City Area Code	239
Local Phone Number	277-6200
Title of 12(b) Security	Common Stock, Par Value $0.01 Per Share
Trading Symbol	CHS
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		123,437,672
Amendment Flag	false
Entity Central Index Key	0000897429
Current Fiscal Year End Date	--02-03
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2

CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 29, 2023	Jul. 30, 2022	Jul. 29, 2023	Jul. 30, 2022
Income Statement [Abstract]
Net Sales	$ 545,126	$ 558,720	$ 1,079,869	$ 1,099,635
Net sales, as a percentage	100.00%	100.00%	100.00%	100.00%
Cost of goods sold	$ 328,226	$ 327,206	$ 637,960	$ 651,556
Cost of goods sold, as a percentage of sales	60.20%	58.60%	59.10%	59.30%
Gross Margin	$ 216,900	$ 231,514	$ 441,909	$ 448,079
Gross margin, as a percentage of sales	39.80%	41.40%	40.90%	40.70%
Selling, general, and administrative expenses	$ 170,356	$ 173,297	$ 342,029	$ 344,455
Selling, general, and administrative expenses, as a percentage of sales	31.30%	31.00%	31.70%	31.30%
Income from Operations	$ 46,544	$ 58,217	$ 99,880	$ 103,624
Income from operations, as a percentage of sales	8.50%	10.40%	9.20%	9.40%
Interest expense, net	$ (420)	$ (1,056)	$ (1,050)	$ (2,031)
Interest expense, net, as a percentage of sales	(0.10%)	(0.20%)	(0.10%)	(0.20%)
Income before Income Taxes	$ 46,124	$ 57,161	$ 98,830	$ 101,593
Income before income taxes, as a percentage of sales	8.40%	10.20%	9.10%	9.20%
Income tax (benefit) provision	$ (13,200)	$ 15,200	$ (400)	$ 24,700
Income tax (benefit) provision, as a percentage of sales	(2.50%)	2.70%	(0.10%)	2.20%
Net Income	$ 59,324	$ 41,961	$ 99,230	$ 76,893
Net income, as a percentage of sales	10.90%	7.50%	9.20%	7.00%
Per Share Data:
Net income per common share – basic (in dollars per share)	$ 0.50	$ 0.35	$ 0.83	$ 0.64
Net income per common and common equivalent share – diluted (in dollars per share)	$ 0.49	$ 0.34	$ 0.81	$ 0.62
Weighted average common shares outstanding – basic (in shares)	119,113	120,003	119,408	119,498
Weighted average common and common equivalent shares outstanding – diluted (in shares)	121,956	123,897	122,697	123,580

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 29, 2023	Jul. 30, 2022	Jul. 29, 2023	Jul. 30, 2022
Statement of Comprehensive Income [Abstract]
Net income	$ 59,324	$ 41,961	$ 99,230	$ 76,893
Other comprehensive income:
Unrealized gains on marketable securities, net of taxes	0	5	37	5
Comprehensive income	$ 59,324	$ 41,966	$ 99,267	$ 76,898

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jul. 29, 2023	Jan. 28, 2023	Jul. 30, 2022
Current Assets:
Cash and cash equivalents	$ 129,015	$ 153,377	$ 157,233
Marketable securities, at fair value	21,717	24,677	15,301
Inventories	300,151	276,840	338,761
Prepaid expenses and other current assets	53,693	48,604	47,553
Income tax receivable	9,725	11,865	12,654
Total Current Assets	514,301	515,363	571,502
Property and Equipment, net	193,815	192,165	181,093
Right of Use Assets	464,050	435,321	438,959
Other Assets:
Goodwill	16,360	16,360	16,360
Other intangible assets, net	5,000	5,000	5,000
Other assets, net	42,420	23,632	19,599
Total Other Assets	63,780	44,992	40,959
Total assets	1,235,946	1,187,841	1,232,513
Current Liabilities:
Accounts payable	152,828	156,262	173,891
Current lease liabilities	152,927	153,202	165,345
Other current and deferred liabilities	118,146	141,698	143,181
Total Current Liabilities	423,901	451,162	482,417
Noncurrent Liabilities:
Long-term debt	24,000	49,000	99,000
Long-term lease liabilities	370,976	349,409	350,797
Other noncurrent and deferred liabilities	1,812	2,637	2,422
Total Noncurrent Liabilities	396,788	401,046	452,219
Commitments and Contingencies (see Note 11)
Shareholders’ Equity:
Preferred stock, $0.01 par value; 2,500 shares authorized; no shares issued and outstanding	0	0	0
Common stock, $0.01 par value; 400,000 shares authorized; 168,071 and 166,320 and 166,481 shares issued respectively; and 123,524 and 125,023 and 125,184 shares outstanding, respectively	1,235	1,250	1,252
Additional paid-in capital	514,059	513,914	508,105
Treasury stock, at cost, 44,547 and 41,297 and 41,297 shares, respectively	(514,168)	(494,395)	(494,395)
Retained earnings	414,252	315,022	282,910
Accumulated other comprehensive (loss) gain	(121)	(158)	5
Total Shareholders’ Equity	415,257	335,633	297,877
Total liabilities and shareholders' equity	$ 1,235,946	$ 1,187,841	$ 1,232,513

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jul. 29, 2023	Jan. 28, 2023	Jul. 30, 2022
Statement of Financial Position [Abstract]
Preferred share par value (in dollars per share)	$ 0.01	$ 0.01	$ 0.01
Preferred shares authorized (in shares)	2,500,000	2,500,000	2,500,000
Preferred shares issued (in shares)	0	0	0
Preferred shares outstanding (in shares)	0	0	0
Common share par value (in dollars per share)	$ 0.01	$ 0.01	$ 0.01
Common shares authorized (in shares)	400,000,000	400,000,000	400,000,000
Common shares issued (in shares)	168,071,000	166,320,000	166,481,000
Common shares outstanding (in shares)	123,524,000	125,023,000	125,184,000
Treasury shares at cost (in shares)	44,547,000	41,297,000	41,297,000

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Treasury Stock	Retained Earnings	Accumulated Other Comprehensive Gain (Loss)
Beginning balance (in shares) at Jan. 29, 2022		122,526
Beginning balance at Jan. 29, 2022	$ 221,504	$ 1,225	$ 508,654	$ (494,395)	$ 206,020	$ 0
Treasury stock, beginning balance (in shares) at Jan. 29, 2022				41,297
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	76,893				76,893
Unrealized gains (losses) on marketable securities, net of taxes	5					5
Issuance of common stock (in shares)		4,255
Issuance of common stock	156	$ 43	113
Dividends on common stock	(3)				(3)
Repurchase of common stock and tax withholdings related to share-based awards (in shares)		(1,597)
Repurchase of common stock and tax withholdings related to share-based awards	(7,835)	$ (16)	(7,819)
Share-based compensation	$ 7,157		7,157
Ending balance (in shares) at Jul. 30, 2022	125,184	125,184
Ending balance at Jul. 30, 2022	$ 297,877	$ 1,252	508,105	$ (494,395)	282,910	5
Treasury stock, ending balance (in shares) at Jul. 30, 2022	41,297			41,297
Beginning balance (in shares) at Apr. 30, 2022		125,161
Beginning balance at Apr. 30, 2022	$ 252,778	$ 1,251	504,977	$ (494,395)	240,945	0
Treasury stock, beginning balance (in shares) at Apr. 30, 2022				41,297
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	41,961				41,961
Unrealized gains (losses) on marketable securities, net of taxes	5					5
Issuance of common stock (in shares)		59
Issuance of common stock	13	$ 1	12
Dividends on common stock	4				4
Repurchase of common stock and tax withholdings related to share-based awards (in shares)		(36)
Repurchase of common stock and tax withholdings related to share-based awards	(177)		(177)
Share-based compensation	$ 3,293		3,293
Ending balance (in shares) at Jul. 30, 2022	125,184	125,184
Ending balance at Jul. 30, 2022	$ 297,877	$ 1,252	508,105	$ (494,395)	282,910	5
Treasury stock, ending balance (in shares) at Jul. 30, 2022	41,297			41,297
Beginning balance (in shares) at Jan. 28, 2023	125,023	125,023
Beginning balance at Jan. 28, 2023	$ 335,633	$ 1,250	513,914	$ (494,395)	315,022	(158)
Treasury stock, beginning balance (in shares) at Jan. 28, 2023	41,297			41,297
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	$ 99,230				99,230
Unrealized gains (losses) on marketable securities, net of taxes	37					37
Issuance of common stock (in shares)		2,786
Issuance of common stock	218	$ 28	190
Repurchase of common stock and tax withholdings related to share-based awards (in shares)		(4,285)		(3,250)
Repurchase of common stock and tax withholdings related to share-based awards	(26,167)	$ (43)	(6,351)	$ (19,773)
Share-based compensation	$ 6,306		6,306
Ending balance (in shares) at Jul. 29, 2023	123,524	123,524
Ending balance at Jul. 29, 2023	$ 415,257	$ 1,235	514,059	$ (514,168)	414,252	(121)
Treasury stock, ending balance (in shares) at Jul. 29, 2023	44,547			44,547
Beginning balance (in shares) at Apr. 29, 2023		123,424
Beginning balance at Apr. 29, 2023	$ 352,831	$ 1,234	510,958	$ (514,168)	354,928	(121)
Treasury stock, beginning balance (in shares) at Apr. 29, 2023				44,547
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	59,324				59,324
Unrealized gains (losses) on marketable securities, net of taxes	0					0
Issuance of common stock (in shares)		135
Issuance of common stock	98	$ 1	97
Repurchase of common stock and tax withholdings related to share-based awards (in shares)		(35)
Repurchase of common stock and tax withholdings related to share-based awards	(183)		(183)
Share-based compensation	$ 3,187		3,187
Ending balance (in shares) at Jul. 29, 2023	123,524	123,524
Ending balance at Jul. 29, 2023	$ 415,257	$ 1,235	$ 514,059	$ (514,168)	$ 414,252	$ (121)
Treasury stock, ending balance (in shares) at Jul. 29, 2023	44,547			44,547

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jul. 29, 2023	Jul. 30, 2022
Cash Flows from Operating Activities:
Net income	$ 99,230	$ 76,893
Adjustments to reconcile net income to net cash provided by operating activities:
Inventory write-offs	0	434
Depreciation and amortization	19,124	22,886
Non-cash lease expense	90,641	90,293
Loss on disposal and impairment of property and equipment, net	55	2,126
Deferred tax benefit	(15,427)	(432)
Share-based compensation expense	6,306	7,157
Changes in assets and liabilities:
Inventories	(23,311)	(15,806)
Prepaid expenses and other assets	(9,835)	(1,136)
Income tax receivable	2,140	1,044
Accounts payable	(3,351)	(6,635)
Accrued and other liabilities	(24,667)	2,683
Lease liability	(98,276)	(103,508)
Net cash provided by operating activities	42,629	75,999
Cash Flows from Investing Activities:
Purchases of marketable securities	(4,308)	(16,324)
Proceeds from sale of marketable securities	7,274	1,029
Purchases of property and equipment	(19,008)	(10,191)
Net cash used in investing activities	(16,042)	(25,486)
Cash Flows from Financing Activities:
Payments on borrowings	(25,000)	0
Payments of debt issuance costs	0	(706)
Proceeds from issuance of common stock	218	156
Repurchase of treasury stock under repurchase program	(19,805)	0
Payments of tax withholdings related to share-based awards	(6,362)	(7,835)
Net cash used in financing activities	(50,949)	(8,385)
Net (decrease) increase in cash and cash equivalents	(24,362)	42,128
Cash and Cash Equivalents, Beginning of period	153,377	115,105
Cash and Cash Equivalents, End of period	129,015	157,233
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	1,720	2,415
Cash paid for income taxes, net	$ 13,117	$ 16,559

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jul. 29, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited condensed consolidated financial statements of Chico’s FAS, Inc., a Florida corporation, and its wholly owned subsidiaries (the “Company”) have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and notes required by accounting principles generally accepted in the U.S. for complete financial statements. In the opinion of management, such interim financial statements reflect all normal, recurring adjustments considered necessary to present fairly the condensed consolidated financial position, the results of operations, and cash flows for the interim periods presented. All significant intercompany balances and transactions have been eliminated in consolidation. The fiscal year ended January 28, 2023 balance sheet data was derived from audited consolidated financial statements. For further information, refer to the consolidated financial statements and notes thereto for the fiscal year ended January 28, 2023, included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2023, filed with the Securities and Exchange Commission (“SEC”) on March 14, 2023 (“2022 Annual Report on Form 10-K”). As used in this report, all references to “we,” “us,” “our,” “the Company,” and “Chico’s FAS,” refer to Chico’s FAS, Inc. and all of its wholly owned subsidiaries. Our fiscal years end on the Saturday closest to January 31 and are designated by the calendar year in which the fiscal year commences. Operating results for the thirteen and twenty-six weeks ended July 29, 2023 are not necessarily indicative of the results that may be expected for the entire year. Adoption of New Accounting Pronouncements In September 2022, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update (“ASU”) 2022-04, entitled “Supplier Finance Programs: Disclosure of Supplier Finance Program Obligations,” to improve the disclosures of supplier finance programs. Specifically, the ASU requires disclosure of key terms of the supplier finance programs and a roll-forward of the related obligations. The amendments in this ASU do not affect the recognition, measurement, or financial statement presentation of obligations covered by supplier finance programs. The ASU is effective for the fiscal years, and the interim periods within those years, beginning after December 15, 2022, except for the amendment on roll-forward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company does not currently engage in supplier finance programs and, therefore, we have no incremental disclosures as required by ASU 2022-04. There were no new accounting pronouncements adopted by the Company during the thirteen and twenty-six weeks ended July 29, 2023.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS	6 Months Ended
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS	Jul. 29, 2023
Accounting Changes and Error Corrections [Abstract]
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS	RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTSThe Company currently has no material recent accounting pronouncements yet to be adopted.

REVENUE RECOGNITION

6 Months Ended

Jul. 29, 2023

Revenue from Contract with Customer [Abstract]

REVENUE RECOGNITION

Disaggregated Revenue



	Thirteen Weeks Ended								Twenty-Six Weeks Ended
	July 29, 2023				July 30, 2022				July 29, 2023				July 30, 2022
Chico’s	$	274,217	50.3	%	$	281,777	50.4	%	$	547,867	50.7	%	$	546,243	49.7	%
WHBM	150,048		27.5		158,581		28.4		303,518		28.1		327,610		29.8
Soma	120,861		22.2		118,362		21.2		228,484		21.2		225,782		20.5

Total Net Sales	$	545,126	100.0	%	$	558,720	100.0	%	$	1,079,869	100.0	%	$	1,099,635	100.0	%

Contract Liability


	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	July 29, 2023		July 30, 2022		July 29, 2023		July 30, 2022


Beginning gift card liability	$	35,291	$	36,730	$	42,649	$	43,536
Issuances	10,759		11,281		18,983		20,341
Redemptions	(12,547)		(13,289)		(26,717)		(27,873)
Gift card breakage	(2,598)		(1,015)		(4,010)		(2,297)
Ending gift card liability	$	30,905	$	33,707	$	30,905	$	33,707


	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	July 29, 2023		July 30, 2022		July 29, 2023		July 30, 2022


Beginning balance rewards deferred revenue	$	8,509	$	757	$	7,441	$	626
Net reduction in revenue / (revenue recognized)	724		2,479		1,792		2,610
Ending balance rewards deferred revenue	$	9,233	$	3,236	$	9,233	$	3,236

Performance Obligation

LEASES

6 Months Ended

Jul. 29, 2023

Leases [Abstract]

LEASES

Operating lease expense was as follows:


	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	July 29, 2023		July 30, 2022		July 29, 2023		July 30, 2022
Operating lease cost (1)	$	54,468	$	54,247	$	111,785	$	107,663

Supplemental balance sheet information related to operating leases was as follows:


	July 29, 2023			January 28, 2023			July 30, 2022
Right of use assets	$	464,050		$	435,321		$	438,959

Current lease liabilities	$	152,927		$	153,202		$	165,345
Long-term lease liabilities	370,976			349,409			350,797
Total operating lease liabilities	$	523,903		$	502,611		$	516,142

Weighted Average Remaining Lease Term (years)	4.3			4.2			4.0

Weighted Average Discount Rate (1)	5.7		%	5.3		%	4.6		%

Supplemental cash flow information related to operating leases was as follows:


	Twenty-Six Weeks Ended
	July 29, 2023		July 30, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows	$	98,276	$	103,508
Right of use assets obtained in exchange for lease obligations, non-cash	105,442		54,336

Maturities of operating lease liabilities as of July 29, 2023 were as follows:


Fiscal Year Ending:
February 3, 2024	$	96,318
February 1, 2025	165,203
January 31, 2026	121,772
January 30, 2027	87,308
January 29, 2028	58,660
Thereafter	70,381
Total future minimum lease payments	$	599,642
Less imputed interest	(75,739)
Total	$	523,903

SHARE-BASED COMPENSATION

6 Months Ended

Jul. 29, 2023

Share-Based Payment Arrangement [Abstract]

SHARE-BASED COMPENSATION

Restricted Stock Awards

Restricted stock award activity for the twenty-six weeks ended July 29, 2023 was as follows:


	Number of Shares	Weighted Average Grant Date Fair Value
Unvested, beginning of period	4,611,801	$	4.02
Granted	2,083,840	5.86
Vested	(2,128,223)	3.75
Forfeited	(375,296)	5.03
Unvested, end of period	4,192,122	4.98

Restricted Stock Units

Restricted stock unit activity for the twenty-six weeks ended July 29, 2023 was as follows:


	Number of Shares	Weighted Average Grant Date Fair Value
Unvested, beginning of period	406,218	$	2.46
Granted	27,462	5.28
Vested	(274,573)	2.17

Unvested, end of period	159,107	3.46

Performance-based Restricted Stock Units

PSU activity for the twenty-six weeks ended July 29, 2023 was as follows:


	Number of Units/ Shares	Weighted Average Grant Date Fair Value
Unvested, beginning of period	2,696,449	$	3.48
Granted	1,214,376	5.71
Vested	(753,078)	3.17
Forfeited	(193,703)	5.45
Unvested, end of period	2,964,044	4.34

INCOME TAXES	6 Months Ended
INCOME TAXES	Jul. 29, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES The provision for income taxes is based on a current estimate of the annual effective tax rate and is adjusted as necessary for quarterly events. Our effective income tax rate may fluctuate from quarter to quarter as a result of a variety of factors, including changes in our assessment of certain tax contingencies, valuation allowances, changes in tax law, outcomes of administrative audits, the impact of discrete items, and the mix of earnings across jurisdictions. For the thirteen weeks ended July 29, 2023 and July 30, 2022, the Company’s effective tax rate was 28.6% benefit and 26.6% expense, respectively. The effective tax rate of 28.6% benefit for the thirteen weeks ended July 29, 2023 primarily reflects a $25.6 million non-cash discrete benefit due to a reversal of the majority of the valuation allowance on deferred tax assets. The 26.6% effective tax rate for the thirteen weeks ended July 30, 2022 primarily reflects the impact of losses in foreign jurisdictions on which a full valuation allowance is recorded. For the twenty-six weeks ended July 29, 2023 and July 30, 2022, the Company’s effective tax rate was 0.4% benefit and 24.3% expense, respectively. The effective tax rate benefit of 0.4% for the twenty-six weeks ended July 29, 2023 primarily reflects a $25.6 million non-cash discrete benefit, due to a reversal of the majority of the valuation allowance on deferred tax assets and favorable share-based compensation benefit. The 24.3% effective tax rate for the twenty-six weeks ended July 30, 2022 primarily reflects a share-based compensation benefit and a reduction in future reversing deferred tax liabilities. As of July 29, 2023, our unaudited condensed consolidated balance sheet reflected a $7.9 million income tax receivable related to the recovery of federal income taxes paid in prior years and other tax law changes as a result of the Coronavirus Aid, Relief, and Economic Security Act, or Cares Act.

INCOME PER SHARE

6 Months Ended

Jul. 29, 2023

Earnings Per Share [Abstract]

INCOME PER SHARE

The following table sets forth the computation of net income per basic and diluted share shown on the face of the accompanying condensed consolidated statements of income:


	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	July 29, 2023		July 30, 2022		July 29, 2023		July 30, 2022

Numerator:
Net income	$	59,324	$	41,961	$	99,230	$	76,893
Net income allocated to participating securities	(87)		(166)		(145)		(348)
Net income available to common shareholders	$	59,237	$	41,795	$	99,085	$	76,545
Denominator:
Weighted average common shares outstanding – basic	119,113		120,003		119,408		119,498
Dilutive effect of non-participating securities	2,842		3,894		3,290		4,082
Weighted average common and common equivalent shares outstanding – diluted	121,956		123,897		122,697		123,580
Net income per common share:
Basic	$	0.50	$	0.35	$	0.83	$	0.64
Diluted	$	0.49	$	0.34	$	0.81	$	0.62

FAIR VALUE MEASUREMENTS

6 Months Ended

Jul. 29, 2023

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability on the measurement date. The three levels are defined as follows:


Level 1	—	Unadjusted quoted prices in active markets for identical assets or liabilities

Level 2	—	Unadjusted quoted prices in active markets for similar assets or liabilities; or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs other than quoted prices that are observable for the asset or liability

Level 3	—	Unobservable inputs for the asset or liability

Assets Measured on a Recurring Basis

Assets Measured on a Nonrecurring Basis

We conduct reviews on a quarterly basis to verify pricing, assess liquidity, and determine if significant inputs have changed that would impact the fair value hierarchy disclosure.


			Fair Value Measurements at the End of the Reporting Date Using
	Balance as of July 29, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Recurring fair value measurements:
Current Assets
Cash equivalents:
Money market accounts	$	20,690	$	20,690	$	—	$	—
Marketable securities:
U.S. government agencies	5,506		—		5,506		—
Corporate bonds	12,254		—		12,254		—
Commercial paper	3,957		—		3,957		—



Total recurring fair value measurements	$	42,407	$	20,690	$	21,717	$	—









			Fair Value Measurements at the End of the Reporting Date Using
	Balance as of January 28, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Recurring fair value measurements:
Current Assets
Cash equivalents:
Money market accounts	$	41,642	$	41,642	$	—	$	—
Marketable securities:


U.S. government agencies	5,506		—		5,506		—
Corporate bonds	12,802		—		12,802		—
Commercial paper	6,369		—		6,369		—



Total recurring fair value measurements	$	66,319	$	41,642	$	24,677	$	—








			Fair Value Measurements at the End of the Reporting Date Using
	Balance as of July 30, 2022		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Recurring fair value measurements:
Current Assets
Cash equivalents:
Money market accounts	$	35,195	$	35,195	$	—	$	—
Marketable securities:


U.S. government agencies	1,505		—		1,505		—
Corporate bonds	5,948		—		5,948		—
Commercial paper	7,848		—		7,848		—

Noncurrent Assets
Deferred compensation plan	4,803		4,803		—		—
Total recurring fair value measurements	$	55,299	$	39,998	$	15,301	$	—

DEBT	6 Months Ended
DEBT	Jul. 29, 2023
Debt Disclosure [Abstract]
DEBT	DEBT On February 2, 2022, the Company and certain material domestic subsidiaries entered into Amendment No. 2 (the “Amendment”) to its credit agreement (as amended, the “Credit Agreement”), originally entered into on August 2, 2018 and amended October 30, 2020, by and among the Company, certain material domestic subsidiaries as co-borrowers and guarantors, Wells Fargo Bank, National Association (“Wells Fargo Bank”), as Agent, letter of credit issuer, and swing line lender, and certain lenders party thereto. Our obligations under the Credit Agreement are guaranteed by the guarantors and are secured by a first priority lien on certain assets of the Company and certain material domestic subsidiaries, including inventory, accounts receivable, cash deposits, certain insurance proceeds, real estate, fixtures, and certain intellectual property. The Credit Agreement provides for a five-year Asset-Based Lending senior secured revolving loan (“ABL”) and letter of credit facility of up to $285.0 million, maturing February 2, 2027. The interest rate applicable to Term Secured Overnight Financing Rate (“SOFR”) loans drawn under the ABL is equal to Term SOFR plus 1.60% (subject to a further decrease to Term SOFR plus 1.35% or an increase to Term SOFR plus 1.85% based upon average quarterly excess availability under the ABL). The Credit Agreement also provides for a $15.0 million first-in last-out (“FILO”) loan. The interest rate applicable to the FILO is equal to Term SOFR plus 3.60% (subject to a further decrease to Term SOFR plus 3.35% or an increase to Term SOFR plus 3.85% based on average quarterly excess availability under the FILO). However, for any ABL or FILO with a SOFR interest rate period of six months, the interest rate applicable to the ABL and FILO is increased by 30 basis points. The Credit Agreement contains customary representations, warranties, and affirmative covenants, as well as customary negative covenants, that, among other things restrict, subject to certain exceptions, the ability of the Company and certain of its domestic subsidiaries to (i) incur liens, (ii) make investments, (iii) issue or incur additional indebtedness, (iv) undergo significant corporate changes, including mergers and acquisitions, (v) make dispositions, (vi) make restricted payments, (vii) prepay other indebtedness, and (viii) enter into certain other restrictive agreements. The Company may pay cash dividends and repurchase shares under its share buyback program, subject to certain thresholds of available borrowings, based upon the lesser of the aggregate amount of commitments under the Credit Agreement and the borrowing base, determined after giving effect to any such transaction or payment, on a pro forma basis. In addition, the Company must pay a commitment fee per annum on the unused portion of the commitments under the Credit Agreement. As of July 29, 2023, $24.0 million in net borrowings were outstanding under the Credit Agreement. Availability under the Credit Agreement is determined based upon a monthly borrowing base calculation, which includes eligible credit card receivables, real estate, and inventory, less outstanding borrowings, letters of credit, and certain designated reserves. As of July 29, 2023, the available additional borrowing capacity under the Credit Agreement was approximately $265.1 million, inclusive of the current loan cap of $30.0 million. As of July 29, 2023, deferred financing costs of $2.9 million were outstanding related to the Credit Agreement and are presented in other current assets in the accompanying unaudited condensed consolidated balance sheet.

SHARE REPURCHASES	6 Months Ended
SHARE REPURCHASES	Jul. 29, 2023
Equity [Abstract]
SHARE REPURCHASES	SHARE REPURCHASESDuring the twenty-six weeks ended July 29, 2023, under our $300.0 million share repurchase program announced in November 2015 (“Prior Share Repurchase Program”), we repurchased 3.25 million shares at a total cost of approximately $19.8 million, at an average price of $6.09 per share. In June 2023, the Company authorized a new share repurchase program (“New Share Repurchase Program”) of up to $100 million of the Company’s common stock and cancelled the remaining $35.4 million available under the Prior Share Repurchase Program. As of July 29, 2023, the Company had $100.0 million remaining for future repurchases under the New Share Repurchase Program. However, we have no continuing obligation to repurchase shares under this authorization, and the timing, actual number, and purchase price of any shares purchased under the New Share Repurchase Program will depend on a variety of factors, including, but not limited to, the market price of the Company’s common stock, general business and market conditions, other investment opportunities, and applicable legal and regulatory requirements

COMMITMENTS AND CONTINGENCIES	6 Months Ended
COMMITMENTS AND CONTINGENCIES	Jul. 29, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIESWe are not currently a party to any material legal proceedings other than claims and lawsuits arising in the normal course of our business. All such matters are subject to uncertainties, and outcomes may not be predictable. Consequently, as of July 29, 2023, the ultimate aggregate amounts of monetary liability or financial impact with respect to such matters are not estimable. However, while such matters could affect our consolidated operating results when resolved in future periods, management believes that, upon final disposition, any monetary liability or financial impact to us would not be material to our annual consolidated financial statements.

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jul. 29, 2023	Jul. 30, 2022	Jul. 29, 2023	Jul. 30, 2022
Pay vs Performance Disclosure
Net income	$ 59,324	$ 41,961	$ 99,230	$ 76,893

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jul. 29, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jul. 29, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Adoption of New Accounting Pronouncements

There were no new accounting pronouncements adopted by the Company during the thirteen and twenty-six weeks ended July 29, 2023.

Fair Value Measurements

FAIR VALUE MEASUREMENTS

The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability on the measurement date. The three levels are defined as follows:


Level 1	—	Unadjusted quoted prices in active markets for identical assets or liabilities

Level 2	—	Unadjusted quoted prices in active markets for similar assets or liabilities; or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs other than quoted prices that are observable for the asset or liability

Level 3	—	Unobservable inputs for the asset or liability

Assets Measured on a Recurring Basis

Assets Measured on a Nonrecurring Basis

REVENUE RECOGNITION (Tables)

6 Months Ended

Jul. 29, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue



	Thirteen Weeks Ended								Twenty-Six Weeks Ended
	July 29, 2023				July 30, 2022				July 29, 2023				July 30, 2022
Chico’s	$	274,217	50.3	%	$	281,777	50.4	%	$	547,867	50.7	%	$	546,243	49.7	%
WHBM	150,048		27.5		158,581		28.4		303,518		28.1		327,610		29.8
Soma	120,861		22.2		118,362		21.2		228,484		21.2		225,782		20.5

Total Net Sales	$	545,126	100.0	%	$	558,720	100.0	%	$	1,079,869	100.0	%	$	1,099,635	100.0	%

Schedule of Contract Liabilities


	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	July 29, 2023		July 30, 2022		July 29, 2023		July 30, 2022


Beginning gift card liability	$	35,291	$	36,730	$	42,649	$	43,536
Issuances	10,759		11,281		18,983		20,341
Redemptions	(12,547)		(13,289)		(26,717)		(27,873)
Gift card breakage	(2,598)		(1,015)		(4,010)		(2,297)
Ending gift card liability	$	30,905	$	33,707	$	30,905	$	33,707


	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	July 29, 2023		July 30, 2022		July 29, 2023		July 30, 2022


Beginning balance rewards deferred revenue	$	8,509	$	757	$	7,441	$	626
Net reduction in revenue / (revenue recognized)	724		2,479		1,792		2,610
Ending balance rewards deferred revenue	$	9,233	$	3,236	$	9,233	$	3,236

LEASES (Tables)

6 Months Ended

Jul. 29, 2023

Leases [Abstract]

Schedule of Operating Lease Expense

Operating lease expense was as follows:


	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	July 29, 2023		July 30, 2022		July 29, 2023		July 30, 2022
Operating lease cost (1)	$	54,468	$	54,247	$	111,785	$	107,663

Supplemental cash flow information related to operating leases was as follows:


	Twenty-Six Weeks Ended
	July 29, 2023		July 30, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows	$	98,276	$	103,508
Right of use assets obtained in exchange for lease obligations, non-cash	105,442		54,336

Schedule of Supplemental Balance Sheet Information

Supplemental balance sheet information related to operating leases was as follows:


	July 29, 2023			January 28, 2023			July 30, 2022
Right of use assets	$	464,050		$	435,321		$	438,959

Current lease liabilities	$	152,927		$	153,202		$	165,345
Long-term lease liabilities	370,976			349,409			350,797
Total operating lease liabilities	$	523,903		$	502,611		$	516,142

Weighted Average Remaining Lease Term (years)	4.3			4.2			4.0

Weighted Average Discount Rate (1)	5.7		%	5.3		%	4.6		%

Schedule of Maturities of Operating Lease Liabilities

Maturities of operating lease liabilities as of July 29, 2023 were as follows:


Fiscal Year Ending:
February 3, 2024	$	96,318
February 1, 2025	165,203
January 31, 2026	121,772
January 30, 2027	87,308
January 29, 2028	58,660
Thereafter	70,381
Total future minimum lease payments	$	599,642
Less imputed interest	(75,739)
Total	$	523,903

SHARE-BASED COMPENSATION (Tables)

6 Months Ended

Jul. 29, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Restricted Stock Activity

Restricted stock award activity for the twenty-six weeks ended July 29, 2023 was as follows:


	Number of Shares	Weighted Average Grant Date Fair Value
Unvested, beginning of period	4,611,801	$	4.02
Granted	2,083,840	5.86
Vested	(2,128,223)	3.75
Forfeited	(375,296)	5.03
Unvested, end of period	4,192,122	4.98

Restricted stock unit activity for the twenty-six weeks ended July 29, 2023 was as follows:


	Number of Shares	Weighted Average Grant Date Fair Value
Unvested, beginning of period	406,218	$	2.46
Granted	27,462	5.28
Vested	(274,573)	2.17

Unvested, end of period	159,107	3.46

Schedule of Performance-Based Restricted Stock Unit Activity

PSU activity for the twenty-six weeks ended July 29, 2023 was as follows:


	Number of Units/ Shares	Weighted Average Grant Date Fair Value
Unvested, beginning of period	2,696,449	$	3.48
Granted	1,214,376	5.71
Vested	(753,078)	3.17
Forfeited	(193,703)	5.45
Unvested, end of period	2,964,044	4.34

INCOME PER SHARE (Tables)

6 Months Ended

Jul. 29, 2023

Earnings Per Share [Abstract]

Schedule of Computation of Basic and Diluted Net Income Per Share

The following table sets forth the computation of net income per basic and diluted share shown on the face of the accompanying condensed consolidated statements of income:


	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	July 29, 2023		July 30, 2022		July 29, 2023		July 30, 2022

Numerator:
Net income	$	59,324	$	41,961	$	99,230	$	76,893
Net income allocated to participating securities	(87)		(166)		(145)		(348)
Net income available to common shareholders	$	59,237	$	41,795	$	99,085	$	76,545
Denominator:
Weighted average common shares outstanding – basic	119,113		120,003		119,408		119,498
Dilutive effect of non-participating securities	2,842		3,894		3,290		4,082
Weighted average common and common equivalent shares outstanding – diluted	121,956		123,897		122,697		123,580
Net income per common share:
Basic	$	0.50	$	0.35	$	0.83	$	0.64
Diluted	$	0.49	$	0.34	$	0.81	$	0.62

FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Jul. 29, 2023

Fair Value Disclosures [Abstract]

Schedule of Financial Assets Valued on a Recurring Basis


			Fair Value Measurements at the End of the Reporting Date Using
	Balance as of July 29, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Recurring fair value measurements:
Current Assets
Cash equivalents:
Money market accounts	$	20,690	$	20,690	$	—	$	—
Marketable securities:
U.S. government agencies	5,506		—		5,506		—
Corporate bonds	12,254		—		12,254		—
Commercial paper	3,957		—		3,957		—



Total recurring fair value measurements	$	42,407	$	20,690	$	21,717	$	—









			Fair Value Measurements at the End of the Reporting Date Using
	Balance as of January 28, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Recurring fair value measurements:
Current Assets
Cash equivalents:
Money market accounts	$	41,642	$	41,642	$	—	$	—
Marketable securities:


U.S. government agencies	5,506		—		5,506		—
Corporate bonds	12,802		—		12,802		—
Commercial paper	6,369		—		6,369		—



Total recurring fair value measurements	$	66,319	$	41,642	$	24,677	$	—








			Fair Value Measurements at the End of the Reporting Date Using
	Balance as of July 30, 2022		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Recurring fair value measurements:
Current Assets
Cash equivalents:
Money market accounts	$	35,195	$	35,195	$	—	$	—
Marketable securities:


U.S. government agencies	1,505		—		1,505		—
Corporate bonds	5,948		—		5,948		—
Commercial paper	7,848		—		7,848		—

Noncurrent Assets
Deferred compensation plan	4,803		4,803		—		—
Total recurring fair value measurements	$	55,299	$	39,998	$	15,301	$	—

REVENUE RECOGNITION - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 29, 2023	Jul. 30, 2022	Jul. 29, 2023	Jul. 30, 2022	Apr. 29, 2023	Jan. 28, 2023	Apr. 30, 2022	Jan. 29, 2022
Disaggregation of Revenue [Line Items]
Total Net Sales	$ 545,126	$ 558,720	$ 1,079,869	$ 1,099,635
Total net sales, as a percentage	100.00%	100.00%	100.00%	100.00%
Contract liabilities	$ 30,905	$ 33,707	$ 30,905	$ 33,707	$ 35,291	$ 42,649	$ 36,730	$ 43,536
Contract liability revenue recognized	7,900	8,500	19,100	20,000
Chico’s
Disaggregation of Revenue [Line Items]
Total Net Sales	$ 274,217	$ 281,777	$ 547,867	$ 546,243
Total net sales, as a percentage	50.30%	50.40%	50.70%	49.70%
WHBM
Disaggregation of Revenue [Line Items]
Total Net Sales	$ 150,048	$ 158,581	$ 303,518	$ 327,610
Total net sales, as a percentage	27.50%	28.40%	28.10%	29.80%
Soma
Disaggregation of Revenue [Line Items]
Total Net Sales	$ 120,861	$ 118,362	$ 228,484	$ 225,782
Total net sales, as a percentage	22.20%	21.20%	21.20%	20.50%

REVENUE RECOGNITION - Schedule of Gift Card Contract Liability (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 29, 2023	Jul. 30, 2022	Jul. 29, 2023	Jul. 30, 2022
Contract With Customer Liability [Roll Forward]
Beginning balance rewards deferred revenue	$ 35,291	$ 36,730	$ 42,649	$ 43,536
Issuances	10,759	11,281	18,983	20,341
Redemptions	(12,547)	(13,289)	(26,717)	(27,873)
Gift card breakage	(2,598)	(1,015)	(4,010)	(2,297)
Ending balance rewards deferred revenue	$ 30,905	$ 33,707	$ 30,905	$ 33,707

REVENUE RECOGNITION - Schedule of Deferred Revenue Contract Liability (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 29, 2023	Jul. 30, 2022	Jul. 29, 2023	Jul. 30, 2022
Contract With Customer Liability [Roll Forward]
Beginning balance rewards deferred revenue	$ 35,291	$ 36,730	$ 42,649	$ 43,536
Ending balance rewards deferred revenue	30,905	33,707	30,905	33,707
Customer Rewards Program
Contract With Customer Liability [Roll Forward]
Beginning balance rewards deferred revenue	8,509	757	7,441	626
Net reduction in revenue / (revenue recognized)	724	2,479	1,792	2,610
Ending balance rewards deferred revenue	$ 9,233	$ 3,236	$ 9,233	$ 3,236

LEASES - Schedule of Operating Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 29, 2023	Jul. 30, 2022	Jul. 29, 2023	Jul. 30, 2022
Leases [Abstract]
Operating lease cost	$ 54,468	$ 54,247	$ 111,785	$ 107,663
Variable lease cost	$ 13,600	$ 9,600	$ 26,900	$ 19,100

LEASES - Schedule of Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands	Jul. 29, 2023	Jan. 28, 2023	Jul. 30, 2022
Leases [Abstract]
Right of use assets	$ 464,050	$ 435,321	$ 438,959
Current lease liabilities	152,927	153,202	165,345
Long-term lease liabilities	370,976	349,409	350,797
Total operating lease liabilities	$ 523,903	$ 502,611	$ 516,142
Weighted Average Remaining Lease Term (years)	4 years 3 months 18 days	4 years 2 months 12 days	4 years
Weighted Average Discount Rate	5.70%	5.30%	4.60%

LEASES - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	6 Months Ended
	Jul. 29, 2023	Jul. 30, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows	$ 98,276	$ 103,508
Right of use assets obtained in exchange for lease obligations, non-cash	$ 105,442	$ 54,336

LEASES - Schedule of Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Jul. 29, 2023	Jan. 28, 2023	Jul. 30, 2022
Lessee, Operating Lease, Liability, Payment, Due [Abstract]
February 3, 2024	$ 96,318
February 1, 2025	165,203
January 31, 2026	121,772
January 30, 2027	87,308
January 29, 2028	58,660
Thereafter	70,381
Total future minimum lease payments	599,642
Less imputed interest	(75,739)
Total	$ 523,903	$ 502,611	$ 516,142

SHARE-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Thousands, shares in Millions	1 Months Ended	6 Months Ended
	Mar. 31, 2022	Jul. 29, 2023	Jul. 30, 2022
Share-Based Payment Arrangement [Abstract]
Compensation expense related to stock-based awards		$ 6,306	$ 7,157
Number of shares available for future grants (in shares)		10.3
Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		3 years
Restricted Stock Awards \| CEO
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		4 years
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years	1 year
Vesting percentage		100.00%
Performance-Based Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		3 years
Tranche One \| Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage		50.00%
Tranche One \| Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage		50.00%
Tranche Two \| Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage		30.00%
Tranche Two \| Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage		30.00%
Tranche Three \| Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage		20.00%
Tranche Three \| Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage		20.00%

SHARE-BASED COMPENSATION- Schedule of Restricted Stock Awards and Performance-based Restricted Stock Unit Activity (Details)	6 Months Ended
	Jul. 29, 2023 $ / shares shares
Restricted Stock Awards
Number of Units/ Shares
Unvested, beginning of period (in shares) \| shares	4,611,801
Granted (in shares) \| shares	2,083,840
Vested (in shares) \| shares	(2,128,223)
Forfeited (in shares) \| shares	(375,296)
Unvested, end of period (in shares) \| shares	4,192,122
Weighted Average Grant Date Fair Value
Unvested, beginning of period (in dollars per share) \| $ / shares	$ 4.02
Granted (in dollars per share) \| $ / shares	5.86
Vested (in dollars per share) \| $ / shares	3.75
Forfeited (in dollars per share) \| $ / shares	5.03
Unvested, end of period (in dollars per share) \| $ / shares	$ 4.98
Restricted Stock Units (RSUs)
Number of Units/ Shares
Unvested, beginning of period (in shares) \| shares	406,218
Granted (in shares) \| shares	27,462
Vested (in shares) \| shares	(274,573)
Unvested, end of period (in shares) \| shares	159,107
Weighted Average Grant Date Fair Value
Unvested, beginning of period (in dollars per share) \| $ / shares	$ 2.46
Granted (in dollars per share) \| $ / shares	5.28
Vested (in dollars per share) \| $ / shares	2.17
Unvested, end of period (in dollars per share) \| $ / shares	$ 3.46
Performance-Based Restricted Stock Units
Number of Units/ Shares
Unvested, beginning of period (in shares) \| shares	2,696,449
Granted (in shares) \| shares	1,214,376
Vested (in shares) \| shares	(753,078)
Forfeited (in shares) \| shares	(193,703)
Unvested, end of period (in shares) \| shares	2,964,044
Weighted Average Grant Date Fair Value
Unvested, beginning of period (in dollars per share) \| $ / shares	$ 3.48
Granted (in dollars per share) \| $ / shares	5.71
Vested (in dollars per share) \| $ / shares	3.17
Forfeited (in dollars per share) \| $ / shares	5.45
Unvested, end of period (in dollars per share) \| $ / shares	$ 4.34

INCOME TAXES (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
INCOME TAXES (Details) - USD ($) $ in Millions	Jul. 29, 2023	Jul. 30, 2022	Jul. 29, 2023	Jul. 30, 2022
Income Tax Disclosure [Abstract]
Effective tax rate	(28.60%)	26.60%	(0.40%)	24.30%
Benefit due to valuation allowance			$ 25.6
CARES Act, COVID-19
Income Tax Examination [Line Items]
Income tax receivable	$ 7.9		$ 7.9

INCOME PER SHARE - Schedule of Computation of Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 29, 2023	Jul. 30, 2022	Jul. 29, 2023	Jul. 30, 2022
Numerator:
Net income	$ 59,324	$ 41,961	$ 99,230	$ 76,893
Net income allocated to participating securities	(87)	(166)	(145)	(348)
Net income available to common shareholders, basic	59,237	41,795	99,085	76,545
Net income available to common shareholders, diluted	$ 59,237	$ 41,795	$ 99,085	$ 76,545
Denominator:
Weighted average common shares outstanding – basic (in shares)	119,113	120,003	119,408	119,498
Dilutive effect of non-participating securities (in shares)	2,842	3,894	3,290	4,082
Weighted average common and common equivalent shares outstanding – diluted (in shares)	121,956	123,897	122,697	123,580
Net income per common share:
Basic (in dollars per share)	$ 0.50	$ 0.35	$ 0.83	$ 0.64
Diluted (in dollars per share)	$ 0.49	$ 0.34	$ 0.81	$ 0.62

INCOME PER SHARE - Narrative (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jul. 29, 2023	Jul. 30, 2022	Jul. 29, 2023	Jul. 30, 2022
Earnings Per Share [Abstract]
Number of antidilutive securities (in shares)	2,300	50	1,900	100

FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands	Jul. 29, 2023	Jan. 28, 2023	Jul. 30, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
AFS securities, current	$ 20,100
AFS securities, noncurrent	1,600
Recurring
Current Assets
Money market accounts	20,690	$ 41,642	$ 35,195
Noncurrent Assets
Deferred compensation plan			4,803
Total recurring fair value measurements	42,407	66,319	55,299
Recurring \| Quoted Prices in Active Markets for Identical Assets (Level 1)
Current Assets
Money market accounts	20,690	41,642	35,195
Noncurrent Assets
Deferred compensation plan			4,803
Total recurring fair value measurements	20,690	41,642	39,998
Recurring \| Significant Other Observable Inputs (Level 2)
Current Assets
Money market accounts	0	0	0
Noncurrent Assets
Deferred compensation plan			0
Total recurring fair value measurements	21,717	24,677	15,301
Recurring \| Significant Unobservable Inputs (Level 3)
Current Assets
Money market accounts	0	0	0
Noncurrent Assets
Deferred compensation plan			0
Total recurring fair value measurements	0	0	0
Recurring \| U.S. government agencies
Current Assets
Marketable securities	5,506	5,506	1,505
Recurring \| U.S. government agencies \| Quoted Prices in Active Markets for Identical Assets (Level 1)
Current Assets
Marketable securities	0	0	0
Recurring \| U.S. government agencies \| Significant Other Observable Inputs (Level 2)
Current Assets
Marketable securities	5,506	5,506	1,505
Recurring \| U.S. government agencies \| Significant Unobservable Inputs (Level 3)
Current Assets
Marketable securities	0	0	0
Recurring \| Corporate bonds
Current Assets
Marketable securities	12,254	12,802	5,948
Recurring \| Corporate bonds \| Quoted Prices in Active Markets for Identical Assets (Level 1)
Current Assets
Marketable securities	0	0	0
Recurring \| Corporate bonds \| Significant Other Observable Inputs (Level 2)
Current Assets
Marketable securities	12,254	12,802	5,948
Recurring \| Corporate bonds \| Significant Unobservable Inputs (Level 3)
Current Assets
Marketable securities	0	0	0
Recurring \| Commercial paper
Current Assets
Marketable securities	3,957	6,369	7,848
Recurring \| Commercial paper \| Quoted Prices in Active Markets for Identical Assets (Level 1)
Current Assets
Marketable securities	0	0	0
Recurring \| Commercial paper \| Significant Other Observable Inputs (Level 2)
Current Assets
Marketable securities	3,957	6,369	7,848
Recurring \| Commercial paper \| Significant Unobservable Inputs (Level 3)
Current Assets
Marketable securities	$ 0	$ 0	$ 0

DEBT (Details) - Revolving Credit Facility - USD ($)	Feb. 02, 2022	Jul. 29, 2023
Line of Credit
Debt Instrument [Line Items]
Long-term debt, term	5 years
Borrowing capacity	$ 285,000,000
Long-term debt		$ 24,000,000
Additional borrowing capacity		265,100,000
Excess availability of borrowing		30,000,000
Deferred financing costs		$ 2,900,000
Line of Credit \| SOFR
Debt Instrument [Line Items]
Interest rate	1.60%
Line of Credit \| SOFR \| Minimum
Debt Instrument [Line Items]
Interest rate	1.35%
Line of Credit \| SOFR \| Maximum
Debt Instrument [Line Items]
Interest rate	1.85%
FILO
Debt Instrument [Line Items]
Borrowing capacity	$ 15,000,000
Basis points	0.30%
FILO \| Maximum
Debt Instrument [Line Items]
Interest rate	3.85%
FILO \| SOFR
Debt Instrument [Line Items]
Interest rate	3.60%
FILO \| SOFR \| Minimum
Debt Instrument [Line Items]
Interest rate	3.35%

SHARE REPURCHASES (Details) - USD ($) $ / shares in Units, shares in Thousands	6 Months Ended
	Jul. 29, 2023	Jun. 30, 2023	Nov. 30, 2015
Prior Share Repurchase Program
Equity, Class of Treasury Stock [Line Items]
Shares authorized to be repurchased			$ 300,000,000
Shares repurchased (in shares)	3,250
Cost of shares repurchased	$ 19,800,000
Weighted average cost per share of shares repurchased (in dollars per share)	$ 6.09
Share repurchase program, amount remaining for future repurchases		$ 35,400,000
New Share Repurchase Program
Equity, Class of Treasury Stock [Line Items]
Shares authorized to be repurchased		$ 100,000,000
Share repurchase program, amount remaining for future repurchases	$ 100,000,000

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