CHS Chicos FAS Inc

You are cordially invited to attend a special meeting of shareholders (the “Special Meeting”) of Chico’s FAS, Inc. (“Chico’s” or the “Company”) to be held on January 3, 2024, at 9:00 a.m., Eastern Time online at https://www.virtualshareholdermeeting.com/CHSsm.

At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of September 27, 2023 (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Daphne Parent LLC (“Parent”), Daphne Merger Sub, Inc., a direct, wholly owned subsidiary of Parent (“Merger Sub”), and Chico’s, pursuant to which Merger Sub will merge with and into Chico’s (the “Merger”), with Chico’s surviving the Merger and becoming a wholly owned subsidiary of Parent, and to approve the Merger (the “Merger Proposal”). Parent and Merger Sub are entities that are affiliated with Sycamore Partners Management, L.P., a private equity firm specializing in retail, consumer and distribution-related investments. You will also be asked to consider and vote on (i) a non-binding, advisory proposal to approve compensation that will or may become payable by Chico’s to its named executive officers in connection with the Merger (the “Merger-Related Compensation Proposal”) and (ii) a proposal to approve an adjournment of the Special Meeting, from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement or in the absence of a quorum (the “Adjournment Proposal”).

If the Merger contemplated by the Merger Agreement is completed, you will be entitled to receive $7.60 in cash, without interest, for each share of common stock of Chico’s, par value $0.01 per share (“Chico’s Common Stock”) that you own as of immediately prior to the effective time of the Merger.

On September 27, 2023, the board of directors of Chico’s (the “Board”) reviewed and considered the terms and conditions of the Merger Agreement and the Merger and the other transactions contemplated by the Merger Agreement. After considering various factors, including those described in the accompanying Proxy Statement (the “Proxy Statement”), and after consultation with the Company’s independent legal and financial advisors, the Board unanimously (i) determined that it is fair to and in the best interests of the Company and its shareholders, and declared it advisable, to enter into the Merger Agreement providing for the Merger in accordance with the Florida Business Corporation Act (the “FBCA”), (ii) approved and adopted the Merger Agreement and (iii) resolved to recommend that the shareholders of the Company adopt the Merger Agreement and approve the Merger in accordance with the FBCA.

The Board recommends that you vote (i) “FOR” the Merger Proposal, (ii) “FOR” the Merger-Related Compensation Proposal and (iii) “FOR” the Adjournment Proposal.

The enclosed Proxy Statement provides detailed information about the Special Meeting, the Merger Agreement, the Merger, the Merger Proposal, the Merger-Related Compensation Proposal and the Adjournment Proposal. A copy of the Merger Agreement is attached as Annex A to the Proxy Statement. The Proxy Statement also describes the actions and determinations of the Board in connection with its evaluation of the Merger Agreement and the Merger. You are encouraged to read the Proxy Statement and its annexes, including the Merger Agreement, carefully and in their entirety. You may also obtain more information about Chico’s from documents we file with the United States Securities and Exchange Commission (the “SEC”) from time to time.

We appreciate you taking the time to vote promptly and encourage you to do so electronically. After reading the Proxy Statement, please vote at your earliest convenience by voting over the Internet using the Internet address on the proxy card or by voting by telephone using the toll-free number on the proxy card. If you do not have access to a touch-tone phone or the Internet, you may alternatively vote by signing, dating and returning the enclosed proxy card in the enclosed postage-paid envelope. Only your last-dated proxy will be counted, and any proxy may be revoked at any time prior to its exercise at the Special Meeting.

If your shares of Chico’s Common Stock are registered directly in your name, you are considered the shareholder of record with respect to those shares. If your shares are held in a stock brokerage account or by a bank or other nominee, then the broker, bank, trust or other nominee is considered to be the shareholder of

record with respect to those shares. However, you are still considered to be the beneficial owner of those shares, and your shares are said to be held in “street name.” Street name holders generally cannot submit a proxy or vote their shares directly and must instead instruct the broker, bank, trust or other nominee how to vote their shares using the methods described above. Because the proposals are “non-routine matters,” your broker, bank, trust or other nominee does not have discretionary authority to vote your shares on the proposals. If your shares of Chico’s Common Stock are held in street name, your broker, bank, trust or other nominee has enclosed a voting instruction form with the Proxy Statement. If you hold your shares in street name and give voting instructions to your broker, bank, trust or other nominee with respect to one of the proposals, but give no instruction as to the other proposals, then those shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting and will be voted as instructed with respect to the proposal as to which instructions were given and will not be voted with respect to any other proposal. We encourage you to authorize your broker, bank, trust or other nominee to vote your shares “FOR” each of the proposals by following the instructions provided on the enclosed voting instruction form to provide your instructions over the Internet, by telephone or by signing, dating and returning the voting instruction form in the postage-paid envelope provided. We encourage you to vote electronically.

Your vote is very important, regardless of the number of shares that you own. We cannot consummate the Merger unless the Merger Proposal is approved by the affirmative vote of a majority of the outstanding shares of Chico’s Common Stock, including unvested Company RSAs (as defined in the Proxy Statement), entitled to vote thereon, provided a quorum is present. In addition, the Merger Agreement makes the approval by the shareholders of Chico’s (“Company shareholders”) of the Merger Proposal a condition to the parties’ obligations to consummate the Merger. The failure of any shareholder of record to grant a proxy electronically over the Internet or by telephone, to submit a signed proxy card or to vote by virtual ballot at the Special Meeting will have the same effect as a vote “AGAINST” the Merger Proposal, will not have any effect on the Merger-Related Compensation Proposal and the Adjournment Proposal and will cause such shareholder’s shares to not be counted for purposes of determining whether a quorum is present for the transaction of business at the Special Meeting. Abstentions will be counted as votes “AGAINST” the Merger Proposal, the Merger-Related Compensation Proposal and the Adjournment Proposal. Because each of the proposals presented to shareholders will be considered non-discretionary, we do not anticipate any broker non-votes at the Special Meeting. Broker non-votes will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the Special Meeting, and otherwise will have no effect on a particular proposal.

The Special Meeting will be held virtually, and you will be able to attend the meeting and vote via the Internet at https://www.virtualshareholdermeeting.com/CHSsm by using the 16-digit control number included in your proxy materials. You will not be able to attend the Special Meeting in person.

If you have any questions about the Proxy Statement, the Special Meeting, the Merger Agreement or the Merger or need assistance with voting procedures, please contact Innisfree M&A Incorporated, our proxy solicitor, by calling (877) 687-1865 (TOLL-FREE from the United States and Canada) or +1 (412) 232-3651 (from other locations).

On behalf of the Board, I thank you for your support and appreciate your consideration of these matters.

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the transactions described in this document or the Proxy Statement, including the Merger, or determined if the information contained in this document or the Proxy Statement is accurate or adequate. Any representation to the contrary is a criminal offense.

The Proxy Statement is dated November 29, 2023 and, together with the enclosed form of proxy card, is first being mailed to Company shareholders on or about November 29, 2023.

You are cordially invited to attend a special meeting of shareholders (the “Special Meeting”) of Chico’s FAS, Inc. (“Chico’s” or the “Company”) to be held on January 3, 2024, at 9:00 a.m., Eastern Time online at https://www.virtualshareholdermeeting.com/CHSsm.

The Special Meeting will be held for the following purposes:

The affirmative vote of a majority of the outstanding shares of Chico’s common stock, par value $0.01 per share (“Chico’s Common Stock”), including unvested Company RSAs (as defined in the Proxy Statement), entitled to vote thereon is required to approve the Merger Proposal. The affirmative vote of the holders of a majority of the total number of votes of Chico’s Common Stock, including unvested Company RSAs, present at the Special Meeting, or represented by proxy and entitled to vote thereon, provided a quorum is present, is required to approve, by means of a non-binding, advisory vote, the Merger-Related Compensation Proposal. The affirmative vote of the holders of a majority of the total number of votes of Chico’s Common Stock, including unvested Company RSAs, present at the Special Meeting, or represented by proxy and entitled to vote thereon is required to approve the Adjournment Proposal. The failure of any shareholder of record to grant a proxy electronically over the Internet or by telephone, submit a signed proxy card, or to vote by virtual ballot at the Special Meeting will have the same effect as a vote “AGAINST” the Merger Proposal, and will not have any effect on the proposal to approve the Merger-Related Compensation Proposal and the Adjournment Proposal. Abstentions will be counted as votes “AGAINST” the Merger Proposal, the Merger-Related Compensation Proposal and the Adjournment Proposal. Because each of the proposals presented to the shareholders of the Company will be considered non-discretionary, we do not anticipate any broker non-votes at the Special Meeting. Broker non-votes will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the Special Meeting, and otherwise will have no effect on a particular proposal.

Only Company shareholders of record as of the close of business on November 14, 2023 are entitled to notice of the Special Meeting and to vote at the Special Meeting or at any adjournment or postponement thereof. A list of shareholders entitled to vote at the Special Meeting will be available in our principal executive offices located at 11215 Metro Parkway, Fort Myers, FL 33966, during regular business hours for a period of no less than ten days before the Special Meeting and at the place of the Special Meeting during such meeting. Shareholders may also access the list during the Special Meeting, by using the virtual meeting website link set forth above.

Under Section 607.1302 of the Florida Business Corporation Act, appraisal rights will not be available to the Company’s shareholders in connection with the Merger.

Chico’s board of directors (the “Board”) recommends that you vote “FOR” the Merger Proposal, “FOR” the Merger-Related Compensation Proposal and “FOR” the Adjournment Proposal. In considering the recommendation of the Board, Company shareholders should be aware that the Company’s executive officers and members of the Board may have agreements and arrangements in place that provide them with interests in the Merger that may be different from, or in addition to, those of the holders of shares of Chico’s common stock generally. See the section entitled “The Merger—Interests of the Directors and Executive Officers of Chico’s in the Merger” beginning on page 47 of the Proxy Statement.

Your vote is important. Whether or not you expect to attend the Special Meeting, you are urged to complete, sign, date and return the enclosed proxy card, or to submit your vote by Internet or telephone, at your earliest convenience. If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions. Instructions for voting your shares are included on the enclosed proxy card or the voting instruction form you will receive. If you are a record holder and you send in your proxy and then decide to attend the Special Meeting to vote your shares, you may still do so. You may revoke your proxy in the manner described in the Proxy Statement at any time before it has been voted at the Special Meeting.

Our Notice of Special Meeting and Proxy Statement are available at www.proxyvote.com.

Your vote is extremely important. Whether or not you plan to virtually attend the Special Meeting and regardless of the number of shares you own, we urge you to vote promptly “FOR” each of the proposals.

If you have any questions about submitting your proxy card or otherwise require assistance, please contact:

The following questions and answers are intended to address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that may be important to you as a Company shareholder. You are encouraged to read carefully the more detailed information contained elsewhere in this Proxy Statement, the annexes to this Proxy Statement and the documents we refer to in this Proxy Statement. You may obtain the information incorporated by reference in this Proxy Statement without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 84 of this Proxy Statement.

This Proxy Statement, and the documents to which Chico’s refers you in this Proxy Statement, as well as information included in oral statements or other written statements made or to be made by Chico’s or on its behalf, contain “forward-looking statements” within the meaning of the federal securities laws, including but not limited to, those statements related to the Merger, including financial estimates and statements as to the expected timing, completion and effects of the Merger. You can identify forward-looking statements because they contain words such as “expect,” “believe,” “target,” “project,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “forecast,” “outlook” and variations of these terms or the negative of these terms and similar expressions. Forward-looking statements, including statements regarding the Merger, are based on the Company’s current expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance.

Important factors, risks and uncertainties that could cause actual results to differ materially from such plans, estimates or expectations include but are not limited to: (i) the completion of the Merger on the anticipated terms and timing, including obtaining required shareholder and regulatory approvals, and the satisfaction of other conditions to the completion of the Merger; (ii) potential litigation relating to the Merger that could be instituted against the Company or its directors or officers, including the effects of any outcomes related thereto; (iii) the risk that disruptions from the Merger will harm the Company’s business, including current plans and operations, including during the pendency of the Merger; (iv) the ability of the Company to retain and hire key personnel during the pendency of the Merger; (v) the diversion of management’s time and attention from ordinary course business operations to completion of the Merger, as well as integration matters; (vi) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Merger; (vii) legislative, regulatory and economic developments; (viii) potential business uncertainty, including changes to existing business relationships, during the pendency of the Merger; (ix) certain restrictions during the pendency of the Merger that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; (x) unpredictability and severity of catastrophic events, including but not limited to, acts of terrorism, outbreaks of war or hostilities or a pandemic, as well as management’s response to any of the aforementioned factors, during the pendency of the Merger; (xi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger, including in circumstances requiring the Company to pay a termination fee; (xii) those risks and uncertainties set forth under the headings “Risk Factors” and “Forward-Looking Statements” in the Company’s most recent Annual Report on Form 10-K, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by the Company with the SEC from time to time, which are available via the SEC’s website at www.sec.gov; and (xiii) the risks described in the Proxy Statement.

There can be no assurance that the Merger will be completed, or if it is completed, that it will close within the anticipated time period. These factors should not be construed as exhaustive and should be read in conjunction with the other forward-looking statements. The forward-looking statements relate only to events as of the date on which the statements are made. The Company does not undertake any obligation to publicly update or review any forward-looking statement except as required by law, whether as a result of new information, future developments or otherwise. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements.

We caution that you should not place undue reliance on any of our forward-looking statements. You should specifically consider the factors identified in this communication that could cause actual results to differ. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect the Company.

This Proxy Statement is being furnished to Company shareholders as a part of the solicitation of proxies by the Board for use at the Special Meeting to be held on January 3, 2024, at 9:00 a.m., Eastern Time or at any adjournment or postponement thereof. Chico’s will hold the Special Meeting in a virtual format only at https://www.virtualshareholdermeeting.com/CHSsm.

At the Special Meeting, Company shareholders will be asked to consider and vote to approve:

Only Company shareholders of record as of the close of business on the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting or at any adjournment or postponement thereof. A list of shareholders entitled to vote at the Special Meeting will be available for inspection in Company’s headquarters located at 11215 Metro Parkway, Fort Myers, Florida, during regular business hours for a period of at least ten days before the Special Meeting and at the location of the Special Meeting during the Special Meeting. To access the list during the Special Meeting, please use the virtual meeting website link set forth above.

The inspector of elections appointed for the Special Meeting will tabulate votes cast by proxy or by ballot at the Special Meeting. The inspector of elections will also determine whether a quorum is present. The presence of a majority of the outstanding shares of Chico’s Common Stock entitled to vote at the Special Meeting constitutes a quorum. Shares that abstain from voting on any proposal will be treated as shares that are present and entitled to vote at the Special Meeting for purposes of determining whether a quorum is present.

With respect to shares held in street name, your broker, bank, trust or other nominee generally has the discretionary authority to vote uninstructed shares on “routine” matters but cannot vote such uninstructed shares on “non-routine” matters. Because the Special Meeting Proposals presented to Company shareholders are considered non-discretionary, there will not be any broker non-votes at the Special Meeting. Broker non-votes will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the Special Meeting, and otherwise will have no effect on a particular proposal.

The affirmative vote of a majority of the outstanding shares of Chico’s Common Stock, including unvested Company RSAs, entitled to vote thereon is required to approve the Merger Proposal. The affirmative vote of the holders of a majority of the total number of votes of Chico’s Common Stock, including unvested Company RSAs, present at the Special Meeting, or represented by proxy and entitled to vote thereon, provided a quorum is present, is required to approve, by means of a non-binding, advisory vote, the Merger-Related Compensation Proposal. The affirmative vote of the holders of a majority of the total number of votes of Chico’s Common Stock, including unvested Company RSAs, present at the Special Meeting, or represented by proxy and entitled to vote thereon is required to approve the Adjournment Proposal. This means that the Merger Proposal will be approved if the number of shares voted “FOR” such proposal is greater than fifty percent (50%) of the total number of outstanding shares of Chico’s Common Stock entitled to vote at the Special Meeting. Abstentions will have the same effect as votes “AGAINST” the Merger Proposal, Merger-Related Compensation Proposal and the Adjournment Proposal. Because each of the proposals presented to Company shareholders will be considered non-discretionary, we do not anticipate any broker non-votes at the Special Meeting. Broker non-votes will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the Special Meeting, and otherwise will have no effect on a particular proposal. However, if you hold your shares in street name and give voting instructions to your broker, bank, trust or other nominee with respect to one of the proposals, but give no instruction as to the other proposal, then those shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to the proposal as to which instructions were given and will not be voted with respect to any other proposal.

As of the Record Date, the Company’s directors and executive officers beneficially owned, and were entitled to vote, in the aggregate, 4,628,432 shares of Chico’s Common Stock, consisting of 3,121,893 shares of unrestricted Chico’s Common Stock and 1,506,539 unvested Company RSAs, representing approximately 3.7% of the outstanding shares of Chico’s Common Stock. We expect that the Company’s directors and executive officers will beneficially own and be entitled to vote a similar figure at the close of business on the date of the Special Meeting. The directors and executive officers have informed Chico’s that they currently intend to vote all of their shares of Chico’s Common Stock and “FOR” the Merger Proposal, “FOR” the Merger-Related Compensation Proposal and “FOR” the Adjournment Proposal.

If your shares are registered in your name with the Company’s transfer agent, AST, you may cause your shares to be voted by submitting electronically over the Internet or by telephone a proxy authorizing the voting of your shares by following the instructions on your proxy card. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to submit a proxy electronically over the Internet or by telephone. We encourage all shareholders to vote electronically. Alternatively, if you do not have access to a touch-tone phone or the Internet, you may sign, date and return the enclosed proxy card in the postage-paid envelope provided. Based on your proxy cards or Internet and telephone proxies, the proxy holders will vote your shares according to your directions.

If you plan to attend and desire to vote at the Special Meeting in a virtual format, you will be provided with a virtual ballot at the Special Meeting. Even if you plan to attend the Special Meeting, we encourage you to submit your proxy to vote your shares in advance of the Special Meeting.

Voting instructions are included on your enclosed proxy card. All shares represented by properly executed proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the Company shareholders. Properly executed proxies that do not contain voting instructions will be voted “FOR” the Merger Proposal, “FOR” the Merger-Related Compensation Proposal and “FOR” the Adjournment Proposal. No proxy that is specifically marked against adoption of the Merger Agreement will be voted in favor of the Merger-Related Compensation Proposal, unless it is specifically marked “FOR” the approval of such proposal.

If your shares of Chico’s Common Stock are held in street name and you do not instruct your broker, bank, trust or other nominee how to vote your shares, then, because each of the Special Meeting Proposals is a “non-routine matter,” your broker, bank, trust or other nominee would not have discretionary authority to vote your shares on the Special Meeting Proposals. If your shares of Chico’s Common Stock are held in street name, your broker, bank, trust or other nominee has enclosed a voting instruction form with this Proxy Statement. We encourage you to authorize your broker, bank, trust or other nominee to vote your shares “FOR” each of the Special Meeting Proposals by following the instructions provided on the voting instruction form. If you do not vote via the Internet or telephone through your broker, bank, trust or other nominee or do not return your bank’s, broker’s or other nominee’s voting form, or do not attend the Special Meeting and vote with a proxy from your broker, bank, trust or other nominee, it will be counted as a vote “AGAINST” the Merger Proposal and will not have any effect on the Merger-Related Compensation Proposal and the Adjournment Proposal. If you hold your shares in street name and give voting instructions to your broker, bank, trust or other nominee with respect to one of the proposals, but give no instruction as to the other proposals, then those shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to the proposal as to which instructions were given and will not be voted with respect to any other proposal.

You may change or revoke your previously submitted proxy at any time before the Special Meeting or, if you attend the Special Meeting in a virtual format, by voting by virtual ballot at the Special Meeting. If you hold your shares as a record holder, you may change or revoke your proxy in any one of the following ways:

Please note that to be effective, your new proxy card, Internet or telephonic voting instructions or written notice of revocation must be received by the Company’s Corporate Secretary prior to the Special Meeting.

If your shares are held in street name by a broker, bank, trust or other nominee, you may change your voting instructions by following the instructions of your broker, bank, trust or other nominee. You may also vote at the Special Meeting if you register in advance to attend the Special Meeting following the procedures described below in the section entitled “The Special Meeting—Attending the Special Meeting” beginning on page 23 of this Proxy Statement.

Any adjournment, recess or postponement of the Special Meeting for the purpose of soliciting additional proxies will allow Company shareholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting that was adjourned, recessed or postponed.

Company shareholders are also being asked to approve the Adjournment Proposal, which will enable the adjournment of the Special Meeting if necessary or appropriate, including if there are insufficient votes for the approval of the proposal to adopt the Merger Agreement or if a quorum is not present.

If a quorum is not present, the holders of a majority of the total number of votes of Chico’s Common Stock, including unvested Company RSAs, present at the Special Meeting, or represented by proxy and entitled to vote thereat may adjourn the Special Meeting from time to time until a quorum shall be present.

If a new record date is or must be fixed under law, a notice of the adjourned meeting must be given to each shareholder of record as of the new record date and who is otherwise entitled to notice of, and to vote at, such meeting.

If the Special Meeting is adjourned, shareholders who have already submitted their proxies will be able to revoke them at any time prior to the final vote on the Special Meeting Proposals. At any adjourned meeting, any business may be transacted that might have been transacted at the original Special Meeting, and all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the Special Meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting.

If Chico’s experiences technical difficulties during the Special Meeting (e.g., a temporary or prolonged power outage), it will determine whether the Special Meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the Special Meeting will need to be reconvened on a later day (if the technical difficulty is more prolonged). In any such situation, Chico’s will promptly notify shareholders of the decision via the virtual meeting website.

Technical support will be ready to assist you with any individual technical difficulties you may have accessing the virtual meeting website. Contact information for technical support will appear on the virtual meeting login page prior to the start of the Special Meeting.

All votes will be tabulated by the inspector of elections appointed for the Special Meeting. The inspector of elections will separately tabulate affirmative and negative votes and abstentions.

The cost of this proxy solicitation will be borne by Chico’s. Our directors, officers and employees may solicit proxies in person, by mail, telephone, facsimile and email, or by other electronic means. We will pay these directors, officers and employees no additional compensation for these services. We will reimburse banks, brokers and other nominees for their reasonable, out-of-pocket expenses incurred in forwarding this Proxy Statement and related materials to, and obtaining instructions relating to such materials from, beneficial owners of Chico’s Common Stock.

Chico’s has retained Innisfree as its proxy solicitor. Innisfree will solicit proxies in person, by mail, telephone, facsimile and email, or by other electronic means. Under our agreement with Innisfree, Innisfree will receive an estimated fee of $25,000 plus reimbursement of its reasonable, out-of-pocket expenses for its services plus fees for calls (if any) to or from retail Company shareholders. In addition, Innisfree and certain related persons will be indemnified against certain liabilities arising out of, or in connection with, the engagement.

Assuming timely satisfaction of necessary closing conditions, including, among other things, the Requisite Shareholder Approval and receipt of required regulatory approvals, we currently anticipate that the Merger will be consummated by the end of the first calendar quarter of 2024.

Shareholders may log into the Special Meeting using the 16-digit control number on their proxy cards. Once admitted to the Special Meeting, shareholders may vote their shares and view a list of shareholders by following the instructions available on the meeting website.

The virtual meeting site is supported on Internet browsers and devices (e.g., desktops, laptops, tablets and smart phones) running the most updated version of applicable software and plugins. Each participant should ensure strong WiFi or other Internet connection, allow plenty of time to log in and ensure that he or she can hear streaming audio prior to the start of the Special Meeting.

To vote during the Special Meeting, you must do so by logging into https://www.virtualshareholdermeeting.com/CHSsm using the 16-digit control number included in your proxy materials. After accessing the Special Meeting as described above, shareholders may vote by clicking on the “Vote Here!” button, selecting your voting choices from those shown on the screen and then clicking “Submit.” Confirmation that your vote has been received should appear once submitted. For as long as the polls remain open during the Special Meeting, you will be able to change your vote by selecting another voting choice. We encourage you to vote your proxy via the Internet, telephone or proxy card prior to the Special Meeting, even if you plan to attend the Special Meeting.

Shareholders are reminded that they can vote their shares prior to the Special Meeting over the Internet using the website indicated on the proxy card, by telephone using the toll-free number on the proxy card or by signing, dating and returning the proxy card in the postage-paid envelope previously provided. We encourage shareholders to vote electronically. If you have submitted your vote by proxy in advance of the Special Meeting, you do not need to vote by ballot, unless you wish to change your vote.

If you need assistance in completing your proxy card or have questions regarding the Special Meeting, please contact Innisfree, our proxy solicitor, by calling (877) 687-1865 (TOLL-FREE from the United States and Canada) or +1 (412) 232-3651 (from other locations). Brokers, banks and other nominees may call collect at (212) 750-5833.

The discussion of the Merger in this section and elsewhere in this Proxy Statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A to this Proxy Statement and is incorporated into this Proxy Statement by reference. This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. You are encouraged to read the Merger Agreement carefully and in its entirety as it is the legal document that governs the Merger.

Additional information about Chico’s may be found elsewhere in this Proxy Statement and in our other public filings. See the section entitled “Where You Can Find More Information” beginning on page 84 of this Proxy Statement.

Chico’s 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 the Company does. As one of the leading fashion retailers in North America, Chico’s is a company of three unique brands – Chico’s^®, White House Black Market^® 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.

The Company earns revenue and generates cash through the sale of merchandise in its domestic retail stores, its various Company-operated e-commerce websites, social commerce, its call center (which takes orders for all the Company’s brands) and through unaffiliated franchise partners.

The Company utilizes an integrated, omnichannel approach to managing its business. The Company wants its customers to experience its brands holistically and to view the various commerce channels it operates as a single, integrated experience rather than as separate sales channels operating independently. As a result, the Company tracks total sales and comparable sales on a combined basis.

Chico’s Common Stock is currently listed on the NYSE under the symbol “CHS.”

Parent is a Delaware limited liability company and was formed on September 26, 2023, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, including the Merger and the related financing transactions. Parent has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing in connection with the Merger.

Merger Sub is a Florida corporation and a direct, wholly owned subsidiary of Parent and was formed on September 26, 2023, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, including the Merger, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement.

Parent and Merger Sub are each affiliated with Sycamore Partners III and Sycamore Partners III-A, and Sycamore Partners III and Sycamore Partners III-A are affiliated with Sycamore. Sycamore is a private equity firm specializing in retail, consumer and distribution-related investments.

In connection with the transactions contemplated by the Merger Agreement, Sycamore Partners III and Sycamore Partners III-A have provided Parent with an equity commitment of up to approximately $1.06 billion, which will be available, together with cash on hand at Chico’s as of the Closing, to fund the aggregate Merger Consideration (including payments in respect of the Company’s outstanding equity-based awards payable in connection with the Closing pursuant to the Merger Agreement) and the amounts required to pay off all amounts

outstanding under the Company's asset-based credit facility as of immediately prior to the Effective Time, and to pay the fees, expenses and other amounts required to be paid in connection with the Closing by Chico’s and Buyer Parties. For more information, please see the section entitled “The Merger—Financing of the Merger” beginning on page 52 of this Proxy Statement.

The Merger Agreement provides that, upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the FBCA, at the Effective Time, Merger Sub will be merged with and into Chico’s, whereupon the separate corporate existence of Merger Sub will thereupon cease, and Chico’s will continue as the Surviving Corporation. As a result of the Merger, the Surviving Corporation will become a wholly owned subsidiary of Parent, and Chico’s Common Stock will no longer be publicly traded. In addition, Chico’s Common Stock will be delisted from the NYSE and deregistered under the Exchange Act, in each case, in accordance with applicable laws, rules and regulations, and Chico’s will no longer file periodic reports with the SEC on account of Chico’s Common Stock. If the Merger is consummated, you will not own any shares of capital stock of the Surviving Corporation. The Effective Time will occur upon the filing of the articles of merger with, and the acceptance of such filing by, the Secretary of State of the State of Florida (or at such later time as Chico’s and the Buyer Parties may agree and specify in the articles of merger).

If the Merger Agreement is not adopted by the Company shareholders, or if the Merger is not consummated for any other reason:

Upon the consummation of the Merger, each share of Chico’s Common Stock outstanding as of immediately prior to the Effective Time (other than the Owned Company Shares) will be cancelled and extinguished and

automatically converted into the right to receive the Per Share Price. Each Owned Company Share will be cancelled and extinguished without any conversion thereof or consideration paid therefor and subject to any required withholding of taxes.

Company RSAs. At the Effective Time, each Company RSA, whether vested or unvested, that is outstanding as of immediately prior to the Effective Time will be fully vested, cancelled and automatically converted into the right to receive an amount in cash equal to (A) the aggregate number of shares of Chico’s Common Stock subject to such Company RSA, multiplied by (B) $7.60, subject to any required withholding of taxes.

Company RSU Awards. At the Effective Time, each Company RSU Award, whether vested or unvested, that is outstanding as of immediately prior to the Effective Time will be fully vested, cancelled and automatically converted into the right to receive an amount in cash equal to (A) the aggregate number of shares of Chico’s Common Stock subject to such Company RSU Award, multiplied by (B) $7.60, subject to any required withholding of taxes.

Company PSU Awards. At the Effective Time, each Company PSU Award, whether vested or unvested, that is outstanding as of immediately prior to the Effective Time will be fully time-vested, cancelled and automatically converted into the right to receive an amount in cash equal to the product of (A) the aggregate number of shares of Chico’s Common Stock earned with respect to such Company PSU Award (determined based on (x) for each completed fiscal year during the performance period applicable to such Company PSU Award that ends at least one month prior to the Effective Time, actual performance as determined in accordance with the applicable award agreement, and (y) for each fiscal year during the performance period applicable to the Company PSU Award that does not end at least one month prior to the Effective Time, target performance for such fiscal year) multiplied by (B) $7.60, subject to any required withholding of taxes.

With respect to the Company ESPP and pursuant to the Merger Agreement, the Board has adopted resolutions and will take necessary or required actions such that (i) except for the offering period under the Company ESPP in effect as of September 27, 2023, no offering period under the Company ESPP will be authorized or commenced after September 27, 2023; (ii) no new participants will commence participation in the Company ESPP after September 27, 2023; (iii) no Company ESPP participant will be permitted to increase such participant’s payroll deduction election or contribution rate in effect as of September 27, 2023 or to make separate non-payroll contributions on or following September 27, 2023, except as may be required by applicable law; (iv) each purchase right under the Company ESPP outstanding as of September 27, 2023 will automatically be exercised no later than the ESPP Final Exercise Date; (v) each Company ESPP participant’s accumulated contributions under the Company ESPP will be used to purchase shares of Chico’s Common Stock in accordance with the terms of the Company ESPP as of the ESPP Final Exercise Date; and (vi) the Company ESPP will terminate effective as of immediately prior to the Effective Time and subject to the consummation of the Merger, but subsequent to the exercise of purchase rights on the ESPP Final Exercise Date (in accordance with the terms of the Company ESPP). All shares of Chico’s Common Stock purchased on the ESPP Final Exercise Date will be cancelled at the Effective Time and will be converted into the right to receive $7.60 per such share of Chico’s Common Stock.

The following chronology summarizes certain key meetings and events that led to the signing of the Merger Agreement. This chronology does not purport to catalogue every conversation of, by, with or among members of the Board, the Company’s management, the Company’s financial advisors, legal advisors or other representatives, Sycamore, the Buyer Parties and their respective financial advisors, legal advisors, affiliates or other representatives or any other person.

The Board and the Company’s senior management team periodically review the Company’s business and operations, competitive position, historical performance, future prospects and long-term strategic plan with the goal of maximizing shareholder value. As part of these ongoing evaluations, the Board and the Company’s senior management have, from time to time and with the assistance of the Company’s financial and legal advisors, considered various strategic alternatives, including the continued execution of the Company’s strategy as a stand-alone public company or the possible sale of Chico’s to, or combination of Chico’s with, a third party.

On May 6, 2023, Stefan Kaluzny, Managing Director of Sycamore, contacted Mr. Mansell, Chair of the Board, to request an in-person meeting. Mr. Mansell and Mr. Kaluzny met in person in River Hills, Wisconsin, on May 19, 2023, during which meeting they discussed the retail industry generally and recent developments in the industry. Towards the end of this meeting, Mr. Kaluzny indicated Sycamore’s interest in pursuing a potential acquisition of Chico’s. Mr. Mansell requested that Sycamore convey its interest in a written letter, which Mr. Mansell would provide to the Board for discussion.

On May 22, 2023, Sycamore submitted a written, non-binding proposal to the Board to acquire Chico’s for $7.00 per share, in cash (the “May 22 Proposal”). The May 22 Proposal stated that Sycamore would not require third-party financing in order to consummate the transaction and had access to sufficient capital to fund the entirety of the merger consideration, that Sycamore’s due diligence with respect to Chico’s was complete, and that, with the Company’s cooperation, Sycamore would move expeditiously to submit a binding proposal for a transaction within 30 days, during which period Sycamore would be prepared to concurrently negotiate definitive documentation for a transaction. Following the Board’s receipt of the May 22 Proposal, Mr. Mansell notified representatives of Solomon Partners, the Company’s independent financial advisor, and representatives of Paul, Weiss, Rifkind, Wharton & Garrison LLP, the Company’s outside counsel (“Paul, Weiss”), of the May 22 Proposal and, on behalf of the Board, requested that Solomon Partners and Paul, Weiss join the upcoming meeting of the Board on June 9, 2023 to participate in the Board’s discussion of the May 22 Proposal.

On June 9, 2023, the Board held a meeting (the “June 9 Meeting”), with members of senior management present, to allow the directors who were available at that time to be briefed on the May 22 Proposal. Representatives of Solomon Partners and Paul, Weiss were also in attendance. At the meeting, the directors discussed the terms of the May 22 Proposal. Representatives of Solomon Partners reviewed with the directors certain preliminary financial analyses of Chico’s and the May 22 Proposal. Representatives of Paul, Weiss also reviewed with the directors the fiduciary duties of the directors in considering a change in control transaction. The directors discussed on a preliminary basis the Company’s options for responding to the May 22 Proposal and the potential process Chico’s could undertake if the Board determined it was in the interests of Chico’s and its shareholders to engage in discussions with Sycamore. The Solomon Partners representatives outlined the limited universe of strategic and financial parties with the interest and ability to acquire Chico’s, given the conditions in the retail sector and the limited availability of financing at that time. The directors also discussed the interest of Chico’s and its shareholders in maintaining the confidentiality of the Company’s information and of any process involving the Board’s evaluation of the May 22 Proposal or other strategic alternatives. The directors present decided that the Board would further discuss these analyses and options at a subsequent meeting of the Board where additional directors would be present.

On June 12, 2023, the Board held a meeting to continue the discussions of the May 22 Proposal that had begun at the June 9 Meeting with additional directors present. Members of senior management and representatives of Solomon Partners and Paul, Weiss also were present at the meeting. Representatives of Paul, Weiss and Solomon Partners reviewed with the directors the analyses and options discussed at the June 9 Meeting. The directors discussed the Company’s options for responding to the May 22 Proposal, including reviewing the considerations that had been discussed at the June 9 Meeting. The Board decided to further discuss and determine its course of action with respect to the May 22 Proposal and the consideration of a potential strategic transaction at a meeting on June 21, 2023.

Chico’s entered into an engagement letter, dated as of June 12, 2023, with Solomon Partners, confirming its engagement of Solomon Partners as financial advisor to the Company in connection with the potential strategic transaction.

On June 14, 2023, Chico’s entered into an engagement letter, dated as of June 14, 2023, with Paul, Weiss, confirming its engagement of Paul, Weiss as counsel to the Company in connection with the potential strategic transaction.

On June 21, 2023, the Board held a meeting at which members of senior management were present. At the meeting, members of senior management updated the directors on the Company’s strategic initiatives planned through fiscal year 2025 and opportunities and risks from those initiatives. Members of senior management also briefed the directors on the work being done by the Company’s management to produce a draft of the Projections

(as defined in the section entitled “The Merger—Projections” beginning on page 44 of this Proxy Statement) for use by the Board in its evaluation of a potential transaction with Sycamore. The Board decided to reconvene at a further meeting during the week of June 26, 2023 to continue to discuss the Company’s response to the May 22 Proposal.

On June 28, 2023, Mr. Kaluzny contacted Mr. Mansell by email to inquire as to the status of the Board’s review of the May 22 Proposal. Mr. Mansell responded to Mr. Kaluzny by email and indicated that the Board’s response to the May 22 Proposal would likely be communicated to Sycamore during the following week.

On June 29, 2023, the Board held a meeting with members of senior management present (the “June 29 Meeting”). Members of senior management reviewed with the directors the preliminary financial analyses prepared by Solomon Partners and discussed with the directors the continuing work by the Company’s management to prepare a draft of the Projections. At the meeting, members of senior management also reviewed with the directors the terms of the May 22 Proposal, including Sycamore’s offer price of $7.00 per share in cash, Sycamore’s statement in the May 22 Proposal that Sycamore’s due diligence was complete and that Sycamore anticipated being able to submit a binding proposal within 30 days, and that Sycamore’s proposal stated that the proposal was not contingent on third-party financing. The directors discussed the interests of Chico’s and its shareholders in avoiding a protracted process, in order to minimize any management distraction from the operation of the Company’s business. The directors discussed the potential speed and certainty of a transaction with Sycamore, given the May 22 Proposal’s statements that Sycamore had completed its due diligence, did not require third-party financing and was prepared to submit a binding proposal on an abbreviated timeline. The directors concluded that it was in the interests of Chico’s and its shareholders to attempt to obtain a revised proposal from Sycamore reflecting a higher offer price without providing a specific counterproposal. The directors agreed that Mr. Mansell would speak with representatives of Paul, Weiss to discuss the terms of a response to Sycamore, would update the Board following those discussions and would plan to deliver the Board’s response to Sycamore by phone during the week of July 3, 2023.

On June 30, 2023, Mr. Mansell met with representatives of Paul, Weiss to discuss the terms of the Company’s response to the May 22 Proposal. Mr. Mansell subsequently updated the other members of the Board on those discussions.

On July 5, 2023, Mr. Mansell reached Mr. Kaluzny by phone and informed Mr. Kaluzny that the Board had met several times since receiving the May 22 Proposal to thoroughly evaluate and discuss the terms of the proposal and the Company’s response, that the Board believed the offer price of $7.00 per share set forth in the May 22 Proposal did not reflect the value of Chico’s relative to the Company’s stand-alone plan, and that the Board would require a higher offer price from Sycamore in order to continue to dedicate management resources to engaging with Sycamore about a potential acquisition. Mr. Mansell also proposed to Mr. Kaluzny that, if Sycamore and Chico’s executed a customary nondisclosure agreement, including a customary standstill provision, Sycamore should meet with Ms. Langenstein to allow Ms. Langenstein to present the Company’s initiatives and discuss with Sycamore the Company’s expectations regarding its future performance. On that call, Mr. Kaluzny expressed disappointment in the Company’s response, citing in particular the certainty represented by Sycamore’s not needing to conduct due diligence and not requiring third-party financing to consummate the transaction. Mr. Kaluzny indicated to Mr. Mansell that Sycamore would consider its options.

On July 19, 2023, Sycamore submitted a revised, written, non-binding proposal to the Board to acquire Chico’s for $7.50 per share, in cash (the “July 19 Proposal”). The July 19 Proposal reiterated that Sycamore would not require third-party financing in order to consummate the transaction and had access to sufficient capital to fund the entirety of the merger consideration, that Sycamore’s due diligence with respect to Chico’s was complete, and that, with the Company’s cooperation, Sycamore would move expeditiously to submit a binding proposal for a transaction within 30 days. Upon receipt of the July 19 Proposal, Mr. Mansell replied to Mr. Kaluzny and Dary Kopelioff, Managing Director of Sycamore, that he would convene a meeting of the Board to discuss the July 19 Proposal during the following week, and that he would direct representatives of Solomon Partners to contact Sycamore to clarify Sycamore’s proposal regarding the steps Sycamore envisioned being required during the 30-day period leading up to a binding proposal, as referenced in the July 19 Proposal.

Later on July 19, 2023, representatives of Solomon Partners and Sycamore had a telephone call to discuss certain clarifying questions about the July 19 Proposal. On that call, Sycamore representatives reiterated that the July 19 Proposal was not contingent on third-party financing and that Sycamore would be able to execute

definitive documentation for a strategic transaction without obtaining third-party debt financing commitments. Sycamore representatives stated that investment funds affiliated with Sycamore would deliver an equity commitment letter, with equity commitments sufficient to fund the entirety of the merger consideration. Sycamore representatives relayed certain high-priority diligence requests and stated that Sycamore’s counsel and accountants would have additional diligence requests in connection with the negotiation of the definitive documentation for the proposed transaction Sycamore representatives also reiterated that Sycamore’s proposal was not contingent on any members of the Company’s management continuing with the Company following the closing, and that Sycamore would meet with Ms. Langenstein if authorized by the Board.

On July 26, 2023, the Board held a meeting with members of management present. Representatives of Solomon Partners and Paul, Weiss also were present at the meeting. The directors discussed the terms of the July 19 Proposal, including the revised offer price of $7.50 per share in cash. The Solomon Partners representatives also informed the Board about their call with representatives of Sycamore on July 19, 2023, including the high-priority diligence requests submitted by Sycamore during that call, and that Sycamore had indicated that its counsel and accountants would have additional diligence requests in connection with the negotiation of definitive documentation for the proposed transaction. Solomon Partners representatives also reviewed with the directors the preliminary financial analyses they prepared before the June 29 Meeting. The directors discussed the Company’s options for responding to the July 19 Proposal and the interests of Chico’s and its shareholders in maintaining confidentiality. The directors decided to respond that the Board had reviewed the July 19 Proposal and was willing to continue discussions of a potential transaction, and provide Sycamore with certain of its high-priority diligence requests, provided that Sycamore increased its offer price to $8.00 per share in cash, executed a nondisclosure agreement with Chico’s that would include customary standstill provisions, and agreed to meet with Ms. Langenstein and hear from her the Company’s perspective on valuation and the Company’s plans.

On July 28, 2023, Mr. Mansell contacted Mr. Kaluzny by telephone to deliver to Mr. Kaluzny the Company’s counterproposal of an offer price of $8.00 per share in cash. On that call, Mr. Kaluzny agreed to an offer price of $8.00 per share in cash, provided that Chico’s enter into an exclusivity agreement with Sycamore granting Sycamore a 30-day period during which Chico’s would negotiate exclusively with Sycamore. Mr. Kaluzny indicated to Mr. Mansell that Sycamore would submit its revised proposal to Chico’s in writing following the call.

On July 29, 2023, Sycamore submitted a revised, written, non-binding proposal to the Board to acquire Chico’s for $8.00 per share in cash (the “July 29 Proposal”). The July 29 Proposal reiterated that Sycamore would not require third-party financing in order to consummate the transaction and had access to sufficient capital to fund the entirety of the merger consideration, and stated that because the revised offer price represented a significant increase in value, Sycamore requested access to certain high-priority diligence information, as previously communicated to Solomon Partners representatives on their July 19, 2023 call, and that Chico’s enter into an exclusivity agreement providing Sycamore with a 30-day exclusivity period. Mr. Mansell updated the Board on receipt of the July 29 Proposal and instructed representatives of Solomon Partners and Paul, Weiss to prepare drafts of a nondisclosure agreement and exclusivity agreement and negotiate those drafts with Sycamore’s representatives, with a view to presenting the final draft of the exclusivity agreement to the Board for its review and approval.

On July 31, 2023, representatives of Solomon Partners contacted Mr. Kaluzny to inform him that the Company’s representatives were preparing drafts of the nondisclosure agreement and exclusivity agreement. The Solomon Partners representatives informed Mr. Kaluzny that Sycamore’s request for an exclusivity period would be reviewed with the Board alongside the final, negotiated draft of the exclusivity agreement and presented to the Board at that time for its discussion and potential approval. Following that call, the Solomon Partners representatives sent the draft nondisclosure agreement and exclusivity agreement prepared by Paul, Weiss to Sycamore. The draft exclusivity agreement provided for a 30-day exclusivity period that would expire immediately if Sycamore notified Chico’s that it had decided not to proceed with discussions of the proposed transaction or if Sycamore modified, or proposed to modify, its offer price of $8.00 per share in cash.

On August 1, 2023, representatives of Solomon Partners and Sycamore spoke by telephone. During their call, Sycamore representatives relayed certain comments on the draft nondisclosure agreement and exclusivity agreement. Following that call, Sycamore representatives sent revised drafts of the nondisclosure agreement and

exclusivity agreement, prepared by Kirkland & Ellis LLP (“K&E”), Sycamore’s counsel, to Solomon Partners and Paul, Weiss representatives. Representatives of Paul, Weiss, Solomon Partners, K&E and Sycamore continued to negotiate the terms of the draft nondisclosure agreement and exclusivity agreement during the period up to August 5, 2023.

On August 2, 2023, representatives of Sycamore contacted representatives of Solomon Partners to propose an in-person meeting with Ms. Langenstein on August 9, 2023 followed by dinner with Sycamore representatives. Sycamore stated that its request for this meeting and dinner was contingent upon Chico’s and Sycamore executing satisfactory nondisclosure and exclusivity agreements prior to that date.

On August 5, 2023, representatives of Paul, Weiss circulated proposed execution copies of the nondisclosure agreement and exclusivity agreement to Sycamore and K&E, and a copy of the proposed exclusivity agreement was provided to the Board for its review and approval. From August 5, 2023 through August 7, 2023, Mr. Mansell and Ms. Langenstein discussed the terms of the exclusivity agreement with the members of the Board, and the directors’ views on whether to agree to grant a 30-day exclusivity period to Sycamore at this stage, in exchange for Sycamore’s agreement to an offer price of $8.00 per share in cash. During these discussions, the directors discussed the strength of the $8.00 per share offer; the fact that the potential universe of strategic and financial parties with the interest and ability to acquire Chico’s, given the conditions in the retail sector and the limited availability of financing at that time, was limited; the potential for Sycamore to lower or withdraw its offer and the potential damage to Chico’s if it engaged in a failed sale process that became public; and the interests of Chico’s and its shareholders in confidentiality and an efficient process for consideration of a potential acquisition. In light of these considerations, and after evaluation of the terms of the proposed exclusivity agreement, on August 7, 2023, the Board approved by unanimous written consent the execution by Chico’s of the exclusivity agreement on the terms presented to the Board (the “Exclusivity Agreement”), and Chico’s and Sycamore executed the nondisclosure agreement and Exclusivity Agreement. The Exclusivity Agreement provided for a 30-day exclusivity period that would expire immediately if Sycamore notified Chico’s that it had decided not to proceed with discussions of the proposed transaction or if Sycamore modified, or proposed to modify, its offer price of $8.00 per share in cash.

On August 9, 2023, Ms. Langenstein met with Mr. Kaluzny and Mr. Kopelioff at the Company’s offices in Fort Myers, Florida, followed by dinner. At these meetings, Ms. Langenstein, Mr. Kaluzny and Mr. Kopelioff discussed the performance of the Company and of other companies in the retail industry, strategic opportunities for Chico’s that had been identified by Company management, Ms. Langenstein’s background in the retail industry and accomplishments during her tenure at Chico’s, and Sycamore’s operating style generally with its portfolio companies. Ms. Langenstein also reviewed the Company’s strategic initiatives and provided Mr. Kaluzny and Mr. Kopelioff a tour of the Company’s Fort Myers campus.

On August 10, 2023, Sycamore and its representatives were provided with access to an electronic data room (the “Data Room”) containing information from Chico’s that was responsive to several of the high-priority diligence information requests submitted by Sycamore to Solomon Partners representatives on July 19, 2023. The due diligence information made available to Sycamore in the Data Room continued to be supplemented and updated by Chico’s and its representatives in response to diligence information requests from Sycamore during the period from August 10, 2023 through September 27, 2023.

Beginning on August 11, 2023, and continuing through September 27, 2023, Sycamore representatives conducted due diligence on Chico’s.

On August 23, 2023, representatives of Paul, Weiss sent a draft merger agreement and a draft of the related disclosure schedules of Chico’s to representatives of K&E. Among other terms, the draft merger agreement provided for a 45-day “go-shop” period, during which Chico’s would be permitted to solicit and negotiate competing proposals for a strategic transaction; provided that Sycamore would be committed to a “hell or high water” standard for its obligations to obtain regulatory clearance for closing; contemplated that Sycamore would provide fully committed equity financing (providing for a full equity backstop) to fund the transaction; and provided Chico’s the right to specific performance to enforce Sycamore’s obligations to close. The draft merger agreement provided for a termination fee of 2.0% of the Company’s equity value payable by Chico’s in the event Chico’s terminated the merger agreement to accept a superior proposal or other specified circumstances, which would be lowered to 1.0% of the Company’s equity value if the termination occurred during the go-shop period.

Also on August 23, 2023, Mr. Kaluzny contacted Mr. Mansell to relay that Sycamore may need additional time to complete its process and the negotiation of definitive documentation for the proposed transaction, given the Company’s pace in responding to Sycamore’s various due diligence requests and the length of time that would be required for Sycamore to complete its process to obtain commitments for an asset-based credit facility to replace the existing asset-based credit facility of the Company, which Sycamore wished to arrange prior to executing definitive documentation for a potential transaction.

On August 24, 2023, the Company’s management provided to Mr. Mansell a draft of the Projections, taking into account the Company’s financial performance for the first half of fiscal year 2023 and reflecting the implementation of, and realization of benefits from, certain of the Company’s proposed strategic initiatives. Mr. Mansell reviewed the draft of the Projections, as well as proposed adjustments to the draft, with the other members of the Board. With the approval of the other members of the Board, Chico’s provided the Projections to Sycamore through the Data Room on August 28, 2023 and instructed Solomon Partners representatives to use the Projections in the preparation of Solomon Partners’ financial analyses of the Company.

On August 30, 2023, representatives of Solomon Partners, at the direction of Chico’s, contacted Sycamore representatives to request that Sycamore reaffirm its proposed offer price of $8.00 per share in cash, and to inform Sycamore that upon receipt of such reaffirmation, the Company was prepared to permit Sycamore to begin discussing the potential transaction with the lead agent for the Company’s existing asset-based credit facility in order for Sycamore to arrange commitments for its contemplated replacement facility.

Later on August 30, 2023, Sycamore submitted an updated letter affirming its written, non-binding proposal to the Board to acquire Chico’s for $8.00 per share, in cash, and stated that the proposal was based on information reviewed by Sycamore to date (the “August 30 Proposal”). The August 30 Proposal requested permission for Sycamore to engage in discussions of the potential transaction and replacement asset-based credit facility with the lead agent for the Company’s existing asset-based credit facility, and requested an extension of the exclusivity period under the Exclusivity Agreement.

On August 31, 2023, Chico’s and Sycamore executed a letter agreement providing for an extension of the exclusivity period under the Exclusivity Agreement until September 20, 2023, subject to the other existing terms and conditions of the Exclusivity Agreement. In addition, on August 31, 2023, Chico’s granted consent for Sycamore to engage in discussions of the potential transaction and replacement asset-based credit facility with the lead agent for the Company’s existing asset-based credit facility, and instructed representatives of Solomon Partners to communicate this to Sycamore.

On September 3, 2023, representatives of K&E sent a revised draft of the merger agreement to representatives of Paul, Weiss. That same day, representatives of Sycamore and Solomon Partners had a telephone call during which Sycamore representatives outlined the Sycamore positions reflected in the K&E draft of the merger agreement.

On September 7, 2023, at the request of the Board, representatives of Solomon Partners provided customary relationship disclosures to the Board, which included disclosure that Solomon Partners had not received any investment banking fees from Sycamore or its affiliated funds or portfolio companies.

On September 8, 2023, representatives of Paul, Weiss sent representatives of K&E a revised draft of the merger agreement.

On September 11, 2023, representatives of Sycamore discussed with representatives of Solomon Partners the status of the negotiations of the draft merger agreement, the remaining open items in Sycamore’s due diligence requests and Sycamore’s concern that some of the remaining diligence requests would be necessary to make progress in arranging commitments for the replacement asset-based credit facility contemplated by Sycamore. Sycamore representatives stated that their financing process could therefore cause the finalization of negotiations and definitive documentation for the proposed transaction to be delayed past the September 20, 2023 expiration of the exclusivity period.

On September 12, 2023, in anticipation of the meeting of the Board that was scheduled for the following day, representatives of Solomon Partners spoke with representatives of Sycamore and requested that Sycamore reaffirm its offer price of $8.00 per share in cash. Representatives of Sycamore confirmed that Sycamore’s offer

price continued to be $8.00 per share in cash, and stated that the most significant open issue in negotiations of the merger agreement, from Sycamore’s perspective, was the commitments Sycamore would be required to make under the merger agreement in order to obtain required regulatory clearances for the closing.

On September 13, 2023, the Board held a meeting at which members of senior management and representatives of Solomon Partners and Paul, Weiss were also present. At this meeting, representatives of Solomon Partners reviewed with the directors developments in macroeconomic and capital markets conditions, including effects on the retail industry and on the Company’s trading metrics, since the June 29 Meeting. The directors discussed with the Solomon Partners and Paul, Weiss representatives the developments in negotiations with Sycamore with respect to the potential transaction, and asked the advisors various questions about the timeline of negotiations, the open issues remaining in the parties’ negotiation of the draft merger agreement, the potential that the parties would not reach agreement on the terms of definitive documentation for the potential transaction by the expiration of the exclusivity period on September 20, 2023 and the potential for Sycamore to revise its offer price below $8.00 per share prior to execution of definitive documentation for the potential transaction. The directors also asked the representatives of Paul, Weiss questions regarding Sycamore’s obligations to obtain regulatory clearances necessary for the closing under the terms of the merger agreement proposed in K&E’s last draft and in Paul, Weiss’s last draft, and the directors asked questions regarding the regulatory environment in the United States generally and the anticipated process, risks and timing for obtaining necessary regulatory clearance for the proposed transaction. The Company’s advisors responded to those questions. The Board determined that, if definitive documentation for the proposed transaction were not executed by the expiration of the current exclusivity period on September 20, 2023, the Board would not approve a further extension of the exclusivity period and would evaluate at that time whether to continue or terminate engagement with Sycamore regarding a potential transaction.

Later on September 13, 2023, representatives of Paul, Weiss and K&E spoke and continued negotiating the terms of the draft merger agreement.

On September 15, 2023, representatives of Solomon Partners contacted representatives of Sycamore to relay the Board’s decision that the Board would not agree to a further extension of the exclusivity period and, if definitive documentation for the potential transaction were not executed by September 20, 2023, the Board would evaluate whether to continue or terminate engagement with Sycamore. On September 15, 2023, representatives of Chico’s, Sycamore and their respective advisors participated in legal, accounting and financial due diligence calls regarding the Company and the potential transaction.

On September 16, 2023, representatives of K&E sent a revised draft of the merger agreement, and on September 17, 2023 sent drafts of Sycamore’s equity commitment letter and limited guarantee, to representatives of Paul, Weiss.

On September 19, 2023, representatives of Paul, Weiss sent revised drafts of the merger agreement, equity commitment letter and limited guarantee to representatives of K&E.

On September 20, 2023, the exclusivity period under the Exclusivity Agreement, during which Chico’s would negotiate exclusively with Sycamore and not solicit or facilitate any indications of interest or proposals from other potential counterparties to a strategic transaction, expired and was not further extended.

On September 21, 2023, representatives of Sycamore and Solomon Partners spoke to discuss the open issues on the draft merger agreement and the respective positions of Sycamore and Chico’s on those issues.

On September 22, 2023, Mr. Mansell and Mr. Kaluzny spoke to discuss the status of negotiations and due diligence with respect to the potential transaction. Mr. Mansell informed Mr. Kaluzny that a meeting of the Board had been called for the afternoon of September 27, 2023, that if Sycamore presented a final proposal, including finalized definitive documentation, for the potential transaction in advance of that meeting, the Board would either approve or reject the execution of definitive documentation for the potential transaction at that time. If Sycamore did not present a final proposal and finalized definitive documentation prior to that meeting, the Board would determine to terminate discussions with Sycamore at that time.

Throughout the period from September 22, 2023 through September 27, 2023, representatives of Paul, Weiss, Solomon Partners, K&E and Sycamore continued to negotiate the terms of the draft merger agreement, equity commitment letter and limited guarantee and to exchange revised drafts of those documents.

On September 27, 2023, representatives of Paul, Weiss and K&E held a regulatory diligence call to discuss the process, risks and timing for obtaining necessary regulatory clearances for the proposed transaction.

On September 27, 2023, representatives of Sycamore contacted representatives of Solomon Partners and informed them that Sycamore would be submitting a revised written proposal that day, which would provide for an offer price of $7.60 per share in cash and certain other terms, and would include drafts of the merger agreement and other definitive documentation in a form that Sycamore was prepared immediately to sign.

On the afternoon of September 27, 2023, Sycamore submitted a written, non-binding proposal to acquire Chico’s for $7.60 per share in cash (the “September 27 Proposal”). The September 27 Proposal stated that the reduced offer price, compared to the offer price of $8.00 per share set forth in the July 29 Proposal and August 30 Proposal, was due to Sycamore’s receipt of information that the Company’s performance was weaker than previously forecasted. The September 27 Proposal further included revised drafts of the merger agreement, equity commitment letter and limited guarantee, which the September 27 Proposal stated Sycamore was prepared immediately to sign. The draft of the merger agreement submitted by Sycamore provided, among other terms, that Sycamore would commit to agree to divestitures of assets of Chico’s representing up to 7.5% of the Company’s last-twelve-month EBITDA, if required in order to obtain necessary regulatory clearances for closing; that, if the merger agreement were terminated as a result of failure to obtain the necessary regulatory clearances for closing, Sycamore would pay to Chico’s a termination fee in an amount equal to 4.0% of the equity value of the transaction; that Chico’s would have the right to specific performance to enforce Sycamore’s obligations to close; that Sycamore’s liability for monetary damages for breach of the merger agreement would be limited to an amount equal to 7.0% of the equity value of the transaction; and that the termination fee payable by Chico’s to Sycamore, if the merger agreement were terminated in connection with the Company’s receipt of a superior proposal or similar circumstances, would be equal to 1.5% of the equity value of the transaction if termination occurred during the go-shop period and 3.0% of the equity value of the transaction if the termination occurred after the go-shop period. The September 27 Proposal further stated that Sycamore had received a commitment from the lead agent for the Company’s existing asset-based credit facility for a replacement credit facility to fund ongoing operations of the Company following the closing.

Later during the afternoon of September 27, 2023, the Board held a meeting with members of senior management present. Representatives of Solomon Partners and Paul, Weiss also were present at the meeting. During the meeting, representatives of Paul, Weiss reviewed the terms of the September 27 Proposal, including the terms of the merger agreement, equity commitment letter and limited guarantee included in the September 27 Proposal, with the directors. Representatives of Solomon Partners reviewed with the directors the financial terms of the September 27 Proposal, including Sycamore’s reduction of the offer price to $7.60 per share in cash. Representatives of Solomon Partners also reviewed with the directors Solomon Partners’ updated financial analyses of Chico’s, including a discounted cash flow analysis based on the Projections. Members of senior management provided the Board with an update on the Company’s performance to date relative to the assumptions in the Projections, noting for the Board the risks involved in the execution of the Company initiatives reflected in the Projections due to, among other things, macroeconomic conditions and conditions common to the Company’s industry. Representatives of Solomon Partners stated, based on information currently available to Solomon Partners, that Solomon Partners was confident that, if requested by the Board, Solomon Partners would be able to deliver to the Board an opinion, dated as of the date of the merger agreement, that, as of the date of such opinion and based upon and subject to the factors and assumptions to be set forth therein, the $7.60 per share, in cash, to be paid to the Company shareholders (other than those shareholders to be identified as Excluded Holders in such opinion), pursuant to the definitive merger agreement, was fair from a financial point of view to Company shareholders.

During this meeting, the directors discussed, among other things, the certainty of closing represented by the terms of the September 27 Proposal; the recent performance of Chico’s, and the status of macroeconomic and retail industry conditions, relative to the assumptions and expectations of Company management at the time at which the Projections were created; the risks to the Company’s ability to achieve the results projected in the Projections and to its plans on a stand-alone basis; the potential effects on the Company’s stand-alone stock trading price in the near term, as a result of the Company’s potential performance and macroeconomic, market and industry conditions; the ability of the Board to solicit competing proposals during the go-shop period provided by the merger agreement, and the ability for third parties to submit superior proposals after the go-shop period; the potential that Sycamore would agree to increase its offer price above $7.60 per share in cash if the

Company made a further counterproposal at this time; the potential that Sycamore would further revise its offer price downward, or decide to terminate or delay further discussions of the potential transaction, if there were additional delay; the interests of the Company and its shareholders in maximizing the value to be paid to Company shareholders by Sycamore in a potential transaction; the interests of the Company and its shareholders in avoiding further management distraction from the operation of the Company’s business due to the ongoing process with Sycamore; and Solomon Partners’ expression of confidence in being able to deliver an opinion as described above.

At this meeting, the Board unanimously (i) determined that a transaction involving the acquisition of Chico’s by Sycamore at a price of at least $7.60 per share in cash, pursuant to a merger agreement providing for merger consideration in such form and amount, and the other terms and conditions set forth in the September 27 Proposal (the “Merger Agreement”), is fair to, and in the best interests of, the Company and its shareholders, (ii) declared advisable and approved and adopted the Merger Agreement, approved the execution and delivery of the Merger Agreement by the Company and the performance by the Company of its covenants and other obligations thereunder, and the consummation of the Merger and the other transactions contemplated by the Merger Agreement, upon the terms and conditions set forth therein, and (iii) resolved to recommend that the Company’s shareholders adopt and approve the Merger Agreement and the Merger. The Board directed Mr. Mansell to contact Mr. Kaluzny and attempt to obtain an additional increase in the offer price to $7.75 per share in cash that evening, if possible, but to accept the September 27 Proposal if Sycamore were not willing to agree to a further increase in the offer price and to finalize and execute definitive documentation for the transaction on those terms.

Following the conclusion of the meeting of the Board, on the evening of September 27, 2023, Mr. Mansell contacted Mr. Kaluzny by phone and delivered the Company’s counterproposal of an offer price of $7.75 per share in cash, and indicated that the Company was otherwise generally in agreement with the terms of the September 27 Proposal. Later that night, Mr. Kaluzny contacted Mr. Mansell and stated that Sycamore’s final offer price was $7.60 per share in cash.

Shortly thereafter, on September 27, 2023, Chico’s and Sycamore finalized the Merger Agreement and the other definitive documentation on the terms approved by the Board. At the Board’s request, Solomon Partners delivered its oral opinion to the Board, and subsequently delivered its written opinion to the Board that, as of September 27, 2023 and based upon and subject to the factors and assumptions set forth therein, the $7.60 in cash per share of Chico’s Common Stock to be paid to the Company shareholders (other than the Excluded Holders (as defined in the opinion)), pursuant to the Merger Agreement, was fair from a financial point of view to such Company shareholders. Chico’s and Sycamore executed the Merger Agreement and the other definitive documentation for the transaction.

At the time of the execution of the Merger Agreement, Sycamore had not discussed the terms of any post-closing employment or equity participation for the Company’s management with the Board, the Company or any members of the Company’s management.

The following morning, on September 28, 2023, Chico’s issued a press release announcing the execution of the Merger Agreement.

During the Go-Shop Period (as defined in the section entitled “The Merger—The Merger Agreement” beginning on page 58 of this Proxy Statement), at the direction of the Board, representatives of Solomon Partners contacted 114 potential counterparties to a strategic transaction involving Chico’s, including 46 strategic parties and 68 financial parties. Following the announcement of the Merger Agreement, Chico’s also received a general inquiry from an additional financial party regarding its potential interest in acquiring non-core operations of the Company, if there were any such operations that the Company was interested in divesting. Of these parties, two financial parties contacted by Solomon Partners (“PE Firm A” and “PE Firm B”) and three strategic parties contacted by Solomon Partners (“Company A,” “Company B” and “Company C”) requested to negotiate a nondisclosure agreement with the Company. PE Firm A, Company A, Company B and Company C executed nondisclosure agreements with Chico’s and received access to certain non-public information regarding the Company.

During the Go-Shop Period, PE Firm A notified Solomon Partners representatives that PE Firm A declined to submit an alternative Acquisition Proposal (as defined in the section entitled “Terms of the Merger Agreement—Solicitation of Other Offers” beginning on page 66 of this Proxy Statement), and Company B

notified Solomon Partners representatives that Company B would potentially be interested in acquiring the Company’s Soma business at some time in the future, but did not submit any proposed offer price or other terms. Chico’s terminated the access of PE Firm A and Company B to the non-public information of the Company that they had been provided.

The Go-Shop Period expired at 11:59 p.m., Eastern time, on October 27, 2023. In accordance with the terms of the Merger Agreement, following the expiration of the Go-Shop Period, Chico’s terminated the access of Company A and Company C to the non-public information of the Company and requested that each of PE Firm A, Company A, Company B and Company C return or destroy the non-public information of the Company that they had received during the course of their evaluation of a potential transaction in accordance with the terms of their non-disclosure agreements with the Company.

On September 27, 2023, the Board, after considering various factors, including the non-exhaustive list of material factors described herein, and after consultation with the Company’s independent legal and financial advisors, unanimously (i) determined that it is in the best interests of the Company and the Company shareholders, and declared it advisable, to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth therein, (ii) adopted and approved the execution and delivery of the Merger Agreement by Chico’s, the performance by Chico’s of its covenants and other obligations thereunder, and the consummation of the Merger and the other transactions contemplated by the Merger Agreement upon the terms and conditions set forth therein and (iii) resolved to submit the Merger Agreement to the Company shareholders for adoption and to recommend that the Company shareholders adopt and approve the Merger Agreement and the Merger in accordance with the FBCA.

The Board recommends that you vote (i) “FOR” the proposal to adopt the Merger Agreement, thereby approving the Merger, the Merger Agreement and the other transactions contemplated thereby and (ii) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may be payable by Chico’s to its named executive officers in connection with the Merger.

In evaluating the terms of the Merger Agreement and the transactions contemplated thereby, the Board consulted with the Company’s senior management and the Company’s independent legal and financial advisors. In reaching its determinations and recommendations, the Board considered a number of factors, including the following factors (not necessarily in order of relative importance), which the Board viewed as being generally positive or favorable in coming to its determination and recommendation:

In the course of its deliberations, the Board also considered a number of uncertainties, risks and other countervailing factors relating to entering into the Merger Agreement, including (not necessarily in order of relative importance):

The Board unanimously concluded that the uncertainties, risks and potentially negative factors relevant to the transactions contemplated by the Merger Agreement, including the Merger, were outweighed by the potential benefits.

In addition, the Board was aware of and considered the fact that some of the Company’s directors and executive officers have interests in the Merger that are different from, or in addition to, the Company shareholders generally, including those interests that are a result of employment and compensation arrangements with Chico’s. For more information, see the section entitled “The Merger—Interests of the Directors and Executive Officers of Chico’s in the Merger” beginning on page 47 of this Proxy Statement.

The foregoing discussion of material factors considered by the Board in reaching its conclusions and recommendation includes the principal factors considered by the Board, but is not intended to be exhaustive and may not include all of the factors considered by the Board. In light of the variety of factors considered in connection with its evaluation of the transactions contemplated by the Merger Agreement, including the Merger, the Board did not find it practicable to, and did not, quantify or otherwise assign relative or specific weights to the specific factors considered in reaching its determinations and recommendations. Rather, the Board based its decisions on the totality of the factors and information it considered, including discussions with, and questioning of, the Company’s management and its independent financial and legal advisors. Moreover, each member of the Board applied his or her own personal business judgment to the process and may have given different weight to different factors.

This explanation of the Board’s reasons for its recommendations and other information presented in this section includes statements that are forward-looking in nature and, therefore, should be read in light of the factors described in the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 19.

Solomon Partners addressed its oral opinion to the Board, and subsequently delivered its written opinion to the Board that, as of September 27, 2023 and based upon and subject to the factors and assumptions set forth therein, the $7.60 in cash per share of Chico’s Common Stock to be paid to the Company shareholders (other than the Excluded Holders (as defined in the opinion)), pursuant to the Merger Agreement, was fair from a financial point of view to such Company shareholders.

The full text of the written opinion of Solomon Partners, dated September 27, 2023, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached to this Proxy Statement as Annex B. Solomon Partners provided its opinion for the information and assistance of the Board in connection with its consideration of the Merger. The Solomon Partners opinion does not constitute a recommendation to any Company shareholder as to how any such Company shareholder should vote with respect to the Merger or act on any matter relating to the Merger or any other matter.

For purposes of its opinion, Solomon Partners:

Solomon Partners assumed and relied upon the accuracy and completeness of the information reviewed by it for the purposes of this opinion, and Solomon Partners did not assume any responsibility for independent verification of such information and relied on such information being complete and correct. Solomon Partners relied on assurances of the management of the Company that they are not aware of any facts or circumstances that would make such information inaccurate or misleading in any respect material to Solomon Partners’ analysis or opinion. With respect to the Projections, Solomon Partners assumed that they were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company. Solomon Partners did not conduct a physical inspection of the facilities or property of the Company. Solomon Partners did not assume any responsibility for or perform any independent valuation or appraisal of the assets or liabilities of the Company, nor was Solomon Partners furnished with any such valuation or appraisal, other than appraisal reports of certain owned real property of the Company, dated as of July 20, 2021, July 24, 2021, August 20, 2021, and August 25, 2021. Furthermore, Solomon Partners did not consider any tax, accounting, legal or regulatory effects of the Merger or the transaction structure on any person or entity.

Solomon Partners assumed that the Merger would be consummated in accordance with the terms of the Merger Agreement, without waiver, modification or amendment of any material term, condition or agreement, and that, in the course of obtaining the necessary governmental, regulatory or third-party approvals, consents, waivers and releases for the Merger, no delay, limitation, restriction or condition would be imposed or occur that would have an adverse effect on the Company or the contemplated benefits of the Merger or that otherwise would be in any respect material to Solomon Partners’ analysis or opinion. Solomon Partners further assumed that all representations and warranties set forth in the Merger Agreement were and would be true and correct as of all the dates made or deemed made and that all parties to the Merger Agreement will comply with all covenants of such parties thereunder.

Solomon Partners’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and other information made available to Solomon Partners as of September 27, 2023. Although subsequent developments may affect its opinion, Solomon Partners has no obligation to update, revise or reaffirm its opinion. In particular, Solomon Partners did not express any opinion as to the prices at which the Chico’s Common Stock may trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on the Company, Parent or the Merger, or as to impact of the Merger on the solvency or viability of the Company, Parent or Merger Sub or the ability of the Company, Parent or Merger Sub to pay their respective obligations when they come due. Furthermore, Solomon Partners’ opinion did not address the Company’s underlying business decision to undertake the Merger, and Solomon Partners’ opinion did not address the relative merits of the Merger as compared to any alternative transactions or business strategies that might be available to the Company. Prior to the delivery of its opinion, Solomon Partners was not requested to solicit, and did not solicit, interest from other parties with respect to an acquisition of, or other business combination with, the Company or any other alternative transaction. Solomon Partners’ opinion was limited to the fairness, from a financial point of view, to the Company shareholders (other than the Excluded Holders), as of the date of the opinion, of the Per Share Price pursuant to the Merger Agreement, and did not address any other aspect or implication of the Merger or any other agreement, arrangement or understanding entered into in connection with the Merger, including the Limited Guarantee and the Equity Commitment Letter. Solomon Partners expressed no view as to, and its opinion did not address, the fairness (financial or otherwise) of the amount or nature or any other aspect of any compensation to any officers, directors or employees of any parties to the Merger, or any class of such persons, relative to the Per Share Price to be paid to the Company shareholders (other than the Excluded Holders) pursuant to the Merger Agreement. The issuance of the opinion by Solomon Partners was authorized by Solomon Partners’ fairness opinion committee.

The following summarizes the significant financial analyses performed by Solomon Partners and provided to, and reviewed with, the Board in connection with the delivery of Solomon Partners’ opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand Solomon Partners’ financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses.

Considering the data in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Solomon Partners’ financial analyses. The following summary, however, does not purport to be a complete description of the financial analyses performed by Solomon Partners, nor does the order of analyses described represent relative importance or weight given to those analyses by Solomon Partners. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before September 26, 2023, and is not necessarily indicative of current market conditions.

Solomon Partners reviewed and compared certain financial information for the Company to corresponding financial information for the following publicly traded corporations in the apparel retail industry (collectively, the “Selected Companies”):

Although none of the Selected Companies was directly comparable to the Company, the Selected Companies included were chosen by Solomon Partners because they were U.S. domestic, publicly traded companies which engage in a similar business as the Company and with operations that, for purposes of this analysis, may be considered similar to certain operations of the Company.

With respect to the Selected Companies, Solomon Partners calculated:

The table below summarizes the results of these calculations:

Using the results of the above analysis:

Solomon Partners performed illustrative discounted cash flow analyses on the Company using the Projections.

Using discount rates ranging from 14.0% to 16.0%, reflecting estimates of the Company’s weighted average cost of capital (derived by the application of the Capital Asset Pricing Model, which takes into account certain company-specific metrics, including the Company’s target capital structure, the cost of long-term debt, after-tax yield on permanent excess cash, if any, forecast tax rate and historical beta, as well as certain financial metrics for the United States financial markets generally), Solomon Partners discounted to present value as of September 30, 2023, (i) estimates of unlevered free cash flow for the Company through fiscal year-end 2026 as reflected in the Projections, and (ii) a range of illustrative terminal values for the Company, which were calculated by applying an illustrative range of exit terminal year EBITDA multiples of 3.5x to 5.5x to projected terminal year EBITDA for the Company as reflected in the Projections. Solomon Partners then added the ranges of present values it derived above to derive a range of implied EVs for the Company. Solomon Partners then added the Company’s estimated net cash as of September 30, 2023, as provided by the management of the Company, to the range of implied EVs to derive a range of implied equity values for the Company. Solomon Partners then divided the range of implied equity values by the number of fully diluted shares, including all Company RSAs, Company RSU Awards and Company PSU Awards as of September 25, 2023, as provided by the management of the Company, to derive a range of implied equity values per share of Chico’s Common Stock of $6.61 to $9.55.

Solomon Partners noted for the Board certain additional factors solely for informational purposes, including among other things, the following:

Solomon Partners’ premiums paid analysis, illustrative present value of future stock price, historical company share trading analysis and analyst price target analysis were not fundamental valuation methodologies and were not used by Solomon Partners as a basis for rendering its fairness opinion.

In arriving at its opinion, Solomon Partners performed a variety of financial analyses, the material portions of which are summarized above. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Solomon Partners’ opinion. In arriving at its fairness determination, Solomon Partners considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Solomon Partners made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to the Company or the Merger.

Solomon Partners prepared these analyses to provide its opinion to the Board as to the fairness from a financial point of view to the Company shareholders (other than the Excluded Holders) of the Per Share Price to be paid to such Company shareholders pursuant to the Merger Agreement. These analyses do not purport to be appraisals, nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of the Company, Parent, Solomon Partners or any other person assumes responsibility if future results are materially different from those forecasts.

The Per Share Price was determined through arm’s-length negotiations between the Board and Buyer Parties, and was approved by the Board. Solomon Partners provided advice to the Board during these negotiations. Solomon Partners did not, however, recommend any specific amount of consideration to the Company or the Board or that any specific amount of consideration constituted the only appropriate consideration for the Merger.

As described above, Solomon Partners’ opinion to the Board was one of many factors taken into consideration by the Board in making its determination to approve the Merger Agreement. For a discussion of

the factors that the Board considered in determining to recommend the approval of the Merger Agreement, please see the section of this Proxy Statement entitled “The Merger—Recommendation and Reasons for the Merger” beginning on page 35 of this Proxy Statement. The foregoing summary does not purport to be a complete description of the analyses performed by Solomon Partners in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Solomon Partners attached as Annex B.

Natixis, S.A. (“Natixis”), the holder of a majority of Solomon Partners’ outstanding voting equity, is, together with its affiliates, engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management, insurance, and other financial and non-financial activities and services for various persons and entities. Natixis, its affiliates, employees, and funds, and other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, Parent, or any of their respective affiliates and third parties, including Sycamore, and its affiliates and portfolio companies, or any currency or commodity that may be involved in the Merger. In addition, Natixis and its affiliates may have co-invested with Sycamore and its affiliates from time to time and may have invested in limited partnership units of affiliates of Sycamore from time to time and may do so in the future.

The Board selected Solomon Partners as its financial advisor because it is a recognized financial advisory firm that has substantial experience in transactions similar to the Merger. Pursuant to an engagement letter, dated June 12, 2023, the Board engaged Solomon Partners to act as its financial advisor in connection with the Merger. The engagement letter provides for a transaction fee that is estimated, based on the information available as of the date of announcement of the Merger Agreement, to consist of (a) $3.0 million, which was payable upon the delivery by Solomon Partners of its opinion, dated as of September 27, 2023, to the Board; and (b) approximately $12.8 million, which is contingent upon the closing of the Merger. In addition, the Company has agreed to reimburse Solomon Partners’ expenses and indemnify Solomon Partners against certain liabilities arising out of Solomon Partners’ engagement. Solomon Partners has not, during the two years prior to the date hereof, provided any financial advisory services to the Company, Parent, Sycamore, or their respective affiliates or, in the case of Sycamore, portfolio companies for which Solomon Partners received payment, in each case, other than serving as financial advisor to the Company in connection with the provision of activism defense investment banking services, pursuant to an engagement letter with the Company, dated February 28, 2022, for which Solomon Partners received payment in the amount of $400,000. In the future, Solomon Partners, Natixis and their respective affiliates may provide financial advisory services to the Company, Parent, Sycamore, and/or their respective affiliates or, in the case of Sycamore, portfolio companies, and may receive compensation for rendering such services.

Other than the full-year outlook included in the Company’s earnings release filed as an exhibit to the Company’s Current Report on Form 8-K, dated February 28, 2023, as such full-year outlook was amended on June 6, 2023 and as further amended on August 29, 2023, the Company does not as a matter of course make public projections as to future performance, earnings or other results due to the inherent unpredictability of projections and their underlying assumptions and estimates. Despite this general practice, the Company provided to Sycamore (in connection with its due diligence review) and to Solomon Partners (in connection with the preparation of its valuation analyses and fairness opinion as described in the section entitled “Opinion of Solomon Partners Securities, LLC,” beginning on page 39 of this Proxy Statement) certain prospective financial information concerning the Company’s future financial condition and performance. The Projections were prepared by the Company’s management between May 2023 and August 2023 in connection with the Board’s evaluation of a potential transaction with Sycamore and its evaluation of the Company’s strategic alternatives. Drafts of the Projections were reviewed with the Board during this period, were approved by the Board for presentation to Sycamore in connection with its due diligence and to Solomon Partners for use in its valuation analyses and fairness opinion, and were provided by the Company to Solomon Partners and Sycamore on August 28, 2023.

The Projections were not prepared with a view toward public disclosure and the summary thereof is included in this Proxy Statement only because the Projections (i) were made available to the Board in connection with its review of the potential transaction with Sycamore and the strategic alternatives of the Company, (ii) were made available to Sycamore in connection with its due diligence review, and (iii) were used by Solomon Partners

for purposes of preparing its valuation analyses and fairness opinion provided to the Board, as described in the section entitled “Opinion of Solomon Partners Securities, LLC” beginning on page 39 of this Proxy Statement. The summary of the Projections is not being included in this Proxy Statement to influence a shareholder’s decision whether to vote in favor of the proposal to adopt the Merger Agreement or the other Special Meeting Proposals. The Projections may differ from published analyst estimates and forecasts.

The Projections do not necessarily comply with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts, or generally accepted accounting principles (“GAAP”) (and do not include footnote disclosures as may be required by GAAP). Neither Ernst & Young LLP (“EY”), the Company’s independent registered public accounting firm, nor any other audit firm has audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the Projections and, accordingly, neither EY nor any other audit firm has expressed an opinion or any other form of assurance with respect thereto. The EY report included in the Company’s Annual Report on Form 10-K for the year ended January 28, 2023, which is incorporated by reference in this Proxy Statement, relates to the Company’s historical financial information and does not extend to the Projections and should not be read to do so.

The Projections, while presented with numerical specificity, necessarily were based on numerous variables and assumptions that are inherently uncertain and many of which are beyond the control of the Company’s management. Because the Projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. The assumptions upon which the Projections were based necessarily involve judgments with respect to, among other things, future economic, competitive and financial market conditions, all of which are difficult or impossible to predict accurately and many of which are beyond the Company’s control, including general economic conditions, competition and the risks discussed in this Proxy Statement under the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 39 of this Proxy Statement. The Projections also reflect the assumptions as to certain business decisions that are subject to change and are susceptible to multiple interpretations and periodic revisions based on actual results, revised prospects for the Company’s business, competitive environment, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated when the Projections were prepared. In addition, the Projections might be affected by the Company’s ability to achieve proposed initiatives, objectives and targets over the applicable periods.

The Projections treat the Company on a stand-alone basis and without giving effect to, and as if the Company never contemplated, the Merger, including the impact of negotiating or executing the Merger Agreement, the expenses that may be incurred in connection with consummating the Merger, the effect of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed or the effect of any business or strategic decisions or actions which would likely have been taken if the Merger Agreement had not been executed but which were instead altered, accelerated, postponed or not taken in anticipation of the Merger.

There can be no assurance that the Projections will be realized, and actual results may vary materially from those shown. The inclusion of the Projections in this Proxy Statement should not be regarded as an indication that the Company or any of its affiliates, advisors, officers, directors or representatives considered or consider the Projections to be predictive of actual future events or events that have occurred since the date of such forecasts, and the Projections should not be relied upon as such. The Company has not updated the Projections to reflect the management’s current views of the Company or the Company’s future financial performance and the Projections should not be treated as guidance with respect to the projected results for any period. Neither the Company nor any of its affiliates, advisors, officers, directors or representatives can give any assurance that actual results will not differ materially from the Projections, and none of them undertakes any obligation to update or otherwise revise or reconcile the Projections to reflect circumstances existing after the date the Projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the Projections are shown to be in error. The Company does not intend to make publicly available any update or other revision to the Projections, except as otherwise required by law, and neither the Company, Sycamore or, after the consummation of the Merger, the Surviving Corporation, undertakes any obligation or otherwise to revise the Projections after the date hereof, except to the extent required by law. Neither the Company, Sycamore, nor any of their respective affiliates, advisors, officers, directors or representatives has made or makes any representation to any shareholder of the Company or other person

regarding the ultimate performance of the Company compared to the information contained in the Projections or that the Projections will be achieved. The Company has made no representation to Sycamore, Solomon Partners or their respective affiliates, in the Merger Agreement or otherwise, concerning the Projections. The Projections are forward-looking statements, and are expressly qualified in their entirety by the risks and uncertainties identified above and the cautionary statements contained in the Company’s Annual Report on Form 10-K, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by the Company with the SEC from time to time, which are available on the SEC’s website at www.sec.gov.

Certain of the Projections (including EBITDA) are or may be considered non-GAAP financial measures. There are limitations inherent in non-GAAP financial measures, because they exclude charges and credits that are required to be included in a GAAP presentation. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by the Company may not be comparable to similarly titled amounts used by other companies. No reconciliation of non-GAAP financial measures in the Projections to GAAP measures was created or used in connection with preparing the Projections and no such reconciliation of non-GAAP financial measures in the Projections to GAAP measures was relied upon by the Board or Solomon Partners in connection with their respective evaluations of the Merger.

In light of the foregoing factors and the uncertainties inherent in the Projections, shareholders are cautioned not to place undue, if any, reliance on the Projections. Neither the Company, Sycamore or any of their respective affiliates or representatives has made or makes any representation to any person regarding the ultimate performance of the Company compared to the information contained in the Projections.

Certain key material assumptions underlying the Projections include the following:

The following is a summary of the Projections (which summary is not included in this Proxy Statement to induce any Company shareholder to vote in favor of approving the Merger Proposal or approving any other proposals to be voted on at the Special Meeting):

The Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding the Company incorporated by reference into this Proxy Statement.

When considering the recommendation of the Board that you vote to approve the Merger Proposal, you should be aware that directors and executive officers of Chico’s may have interests in the Merger that are different from, or in addition to, your interests as a shareholder. The Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in evaluating and negotiating the Merger Agreement, in approving the Merger Agreement and the Merger and in recommending that the Merger Agreement be adopted by Company shareholders. These interests include the following:

If the Merger Proposal is approved by Company shareholders, the shares of Chico’s Common Stock held by the directors and executive officers of Chico’s will be treated in the same manner as outstanding shares of Chico’s Common Stock held by all other Company shareholders entitled to receive the Merger Consideration.

As of November 22, 2023, directors and executive officers of Chico’s, as a group, held 4,628,432 shares of Chico’s Common Stock (excluding 231,559 shares of Chico’s Common Stock held by Stephen E. Watson as of June 23, 2022, the date of his resignation, and also excluding 183,390 shares of Chico’s Common Stock held by Patrick J. Guido as of June 23, 2023, the date of his resignation).

At the Effective Time, each share of Chico’s Common Stock outstanding as of immediately prior to the Effective Time that is held by the directors and executive officers of Chico’s will be cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to $7.60, without interest and subject to any required withholding of taxes.

As of November 22, 2023, certain of our directors and executive officers held Company RSAs, Company RSU Awards and Company PSU Awards (collectively, the “Company Equity Awards”), as set forth in the tables below.

Each Company RSA and Company RSU Award held by a director or executive officer of Chico’s that is outstanding as of immediately prior to the Effective Time will be fully vested, cancelled and automatically converted into the right to receive an amount in cash equal to (A) the number of shares of Chico’s Common Stock subject to such Company RSA or Company RSU Award, as applicable, multiplied by (B) $7.60, subject to any required withholding of taxes. None of our directors or executive officers have been granted any Company RSAs or Company RSU Awards on or after September 27, 2023.

Each Company PSU Award held by a director or executive officer of Chico’s that is outstanding as of immediately prior to the Effective Time will be fully time-vested, cancelled and automatically converted into the right to receive an amount in cash equal to the product of (A) the aggregate number of shares of Chico’s Common Stock earned with respect to such Company PSU Award (determined based on (x) for each completed fiscal year during the performance period applicable to such Company PSU Award that ends at least one month prior to the Effective Time, actual performance as determined in accordance with the applicable award agreement, and (y) for each fiscal year during the performance period applicable to the Company PSU Award that does not end at least one month prior to the Effective Time, target performance for such fiscal year) multiplied by (B) $7.60, subject to any required

withholding of taxes. None of our directors or executive officers have been granted any Company PSU Awards on or after September 27, 2023. The numbers set forth in the table above reflect the number of shares of Chico’s Common Stock that would be deemed earned pursuant to the Merger Agreement assuming that the Effective Time occurs prior to March 1, 2024.

Each of our executive officers participates in the Chico’s Severance Plan, pursuant to which each executive officer would be eligible to receive the following severance payments and benefits upon a termination of the executive officer’s employment by Chico’s for reasons other than a Disqualifying Event or the executive officer’s resignation for Good Reason (each as defined in the Chico’s Severance Plan) within 24 months following the consummation of the Merger, subject to each executive officer’s execution of a general release of claims:

Each of our executive officers has also entered into restrictive covenant agreements with Chico’s which provide that, during the course of each executive officer’s employment and for a specified period following the termination of his or her employment for any reason, each executive officer will not compete with Chico’s. For the chief executive officer, this specified period is equal to two years and for all other executive officers, this specified period is equal to one year. In addition, the restrictive covenant agreements further provide that (i) during the course of each executive officer’s employment and for a specified period following the termination of his or her employment for any reason, each executive officer will not solicit any employees, customers, suppliers or other business associates of Chico’s, (ii) each executive officer may not disparage Chico’s and (iii) each executive officer may not disclose any proprietary, trade secret or confidential information involving Chico’s.

The Merger Agreement provides that the Surviving Corporation and its subsidiaries will (and Parent will cause the Surviving Corporation and its subsidiaries to) honor and fulfill, in all respects, the obligations of Chico’s and its subsidiaries pursuant to any indemnification agreements with employees and indemnified persons, which are any of their current or former directors or officers (and any person who becomes a director or officer of Chico’s or any of its subsidiaries prior to the Effective Time), for any acts or omissions by such indemnified persons or employees occurring prior to the Effective Time. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its subsidiaries will (and Parent will cause the Surviving Corporation and its subsidiaries to) cause the certificates of

incorporation, bylaws, and other similar organizational documents of the Surviving Corporation and its subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the certificate of incorporation, bylaws and other similar organizational documents of the subsidiaries of Chico’s, as applicable, as of the date of the Merger Agreement. During such six-year period, such provisions may not be repealed, amended or otherwise modified in any adverse manner except as required by applicable law.

In addition, the Merger Agreement provides that, during the six-year period commencing at the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless each current or former director or officer of Chico’s and its subsidiaries (and any person who becomes a director or officer of Chico’s or any of its subsidiaries prior to the Effective Time), to the fullest extent permitted by law or pursuant to any indemnification agreements with Chico’s and its subsidiaries in effect on the date of the Merger Agreement, from and against all costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any legal proceeding arising, directly or indirectly, out of or pertaining, directly or indirectly, to (1) any action or omission, or alleged action or omission, in such indemnified person’s capacity as an affiliate, director, officer, employee or agent of Chico’s, its subsidiaries or their affiliates to the extent that such action or omission, or alleged action or omission, occurred prior to or at the Effective Time; and (2) the Merger, as well as any actions taken by Chico’s or its subsidiaries or the Buyer Parties with respect thereto. The Merger Agreement also provides that Chico’s and its subsidiaries will advance all fees and expenses (including fees and expenses of any counsel) as incurred by any such indemnified person in the defense of such legal proceeding.

The Merger Agreement also provides that Chico’s may purchase a prepaid “tail” policy from an insurance carrier with the same or better credit rating as the Company’s directors’ and officers’ liability insurance carrier on the date of the Merger Agreement on terms (including with respect to coverage, conditions, retentions, limits and amounts) that are no less favorable than those of the Company’s directors’ and officers’ liability insurance policies as in effect on the date of the Merger Agreement, subject to certain limits on the aggregate cost for such “tail” policy. The “tail” policy will cover claims arising from facts, events, acts or omissions that occurred at or prior to the Effective Time, including the transactions contemplated in the Merger Agreement.

In addition, without limiting the foregoing, the Merger Agreement requires Parent to cause the Surviving Corporation to maintain, on terms no less advantageous to the indemnified parties, the Company’s directors’ and officers’ insurance policies for a period of at least six years commencing at the Effective Time. Neither Parent nor the Surviving Corporation will be required to pay premiums for such policy or the “tail” policy to the extent such premiums exceed, on an annual basis, 350% of the aggregate annual premiums currently paid by Chico’s, and if the premium for such insurance coverage would exceed such amount, Parent shall be obligated to cause the Surviving Corporation to obtain the greatest coverage available for a cost not exceeding such amount.

As of the date of this Proxy Statement, none of our executive officers has had any discussions or negotiations, or entered into any agreement, with Parent or any of its affiliates regarding the potential terms of their individual employment arrangements or the right to purchase or participate in the equity of Parent or one or more of its affiliates following the consummation of the Merger. Prior to, or following the consummation of, the Merger, however, certain executive officers may have discussions, or may enter into agreements with, Parent, the Company or their respective affiliates regarding employment with, or the right to purchase or participate in the equity of, Parent or one or more of its affiliates after the Effective Time.

In connection with the Merger, Chico’s will be permitted to establish a cash-based retention program in the aggregate amount of up to $7,500,000 to promote retention (i) for the period prior to the consummation of the Merger and (ii) for a specified period following the consummation of the Merger (the “Retention Program”). All payments under the Retention Program will be made on or after the Effective Time or upon an earlier qualifying termination of employment. The terms and conditions of the Retention Program, including its participants and the allocation of payments to such participants, will be mutually agreed between Parent, on the one hand, and Chico’s and Ms. Langenstein, on the other hand. The participants and individual allocations of payments under the Retention Program will, in all cases, be made in consideration of the participant’s critical skills, provided that

no individual allocation will exceed an individual’s annual base salary. As of the date of this Proxy Statement, the participants and the allocation of payments to such participants have yet to be determined, but it is anticipated that Chico’s executive officers will receive awards under the Retention Program.

In accordance with Item 402(t) of Regulation S-K promulgated by the SEC, the table below sets forth the compensation that is based on, or otherwise relates to, the Merger that may be paid or become payable to each of our named executive officers in connection with the Merger. Please see the previous portions of this section for further information regarding this compensation. Under the applicable SEC rules, our named executive officers for this purpose are required to consist of the named executive officers for whom disclosures were required in Chico’s most recent proxy statement filed with the SEC, who are:

Patrick J. Guido, former Executive Vice President – Chief Financial Officer, has been omitted from the disclosure below because he has no interest in the Merger (except insofar as he is a holder of Chico’s Common Stock) or any rights to compensation or benefits that will be accelerated or enhanced in connection with the Merger due to Mr. Guido’s departure from Chico’s in June 2023.

Bonnie R. Brooks, former Executive Chair of the Board, has been omitted from the disclosure below because she has no interests in the Merger, other than her interests with respect to her shares of Chico’s Common Stock and the equity awards described above.

The amounts indicated in the table below are estimates of the amounts that would be payable assuming, solely for purposes of this table, that the Merger is consummated on November 22, 2023, and in the case of each named executive officer, that the named executive officer’s employment is terminated by the Surviving Corporation for reasons other than a Disqualifying Event or by the named executive officer for Good Reason (as each such term is described in the Chico’s Severance Plan), in each case, on such date.

In addition to the assumptions regarding the consummation date of the Merger and the termination of employment, these estimates are based on certain other assumptions that are described in the footnotes accompanying the table below. Accordingly, the ultimate values to be received by a named executive officer in connection with the Merger may differ from the amounts set forth below.

The obligation of the Buyer Parties to consummate the Merger is not subject to any financing condition.

We anticipate that the total amount of funds necessary to pay the aggregate Merger Consideration payable to the Company shareholders in the Merger is approximately $1.06 billion in cash.

In connection with the financing of the Merger, Sycamore Partners III, Sycamore Partners III-A and Parent have entered into an Equity Commitment Letter, pursuant to which Sycamore Partners III and Sycamore Partners III-A have agreed to provide Parent with an equity commitment of up to approximately $1.06 billion in cash, which will be available, together with cash on hand at Chico’s as of the Closing, to fund the aggregate Merger Consideration payable to the Company shareholders (including payments in respect of our outstanding equity-based awards payable in connection with the Closing pursuant to the Merger Agreement) and the amounts required to pay off all amounts outstanding under the Company's asset-based credit facility as of immediately prior to the Effective Time, and to pay the fees, expenses and other amounts required to be paid in connection with the Closing by Chico’s and the Buyer Parties.

The Equity Commitment Letter provides, among other things, that: (1) Chico’s is an express third-party beneficiary thereof solely in connection with the Company’s exercise of its rights related to specific performance under the Merger Agreement; and (2) Sycamore Partners III and Sycamore Partners III-A will not oppose the granting of an injunction, specific performance or other equitable relief in connection with the exercise of such third-party beneficiary rights. The Equity Commitment Letter may not be waived, amended or modified except by a written instrument signed by Parent, Sycamore Partners III and Sycamore Partners III-A.

Pursuant to the Limited Guarantee, Sycamore Partners III and Sycamore Partners III-A have agreed to guarantee the due and punctual payment to Chico’s of all of the liabilities and obligations of the Buyer Parties under the Merger Agreement (the “Guaranteed Obligations”).

The obligations of Sycamore Partners III and Sycamore Partners III-A under the Limited Guarantee are subject to an aggregate cap equal to the Parent Liability Limitation.

Subject to specified exceptions, the Limited Guarantee will terminate upon the earliest of:

The Closing will take place no later than the second business day following the satisfaction or waiver of all conditions to the Closing (described below under the section entitled “Terms of the Merger Agreement—Conditions to the Closing of the Merger” beginning on page 71 of this Proxy Statement) (other than those conditions to be satisfied at the Closing) or such other time agreed to in writing by Parent and Chico’s.

The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.

The following discussion is a summary of certain U.S. federal income tax consequences of the Merger that may be relevant to U.S. Holders and Non-U.S. Holders (each as defined below) whose shares of Chico’s Common Stock are converted into the right to receive cash pursuant to the Merger. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service (the “IRS”) and other applicable authorities, all as in effect on the date of this Proxy Statement and all of which are subject to change or to differing interpretations at any time, possibly with retroactive effect. Any such change or differing interpretation could affect the accuracy of the statements and conclusions set forth in this discussion. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax considerations described in this discussion.

This discussion is limited to Company shareholders who hold their shares of Chico’s Common Stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes). In addition, this summary does not describe any tax consequences arising under the laws of any state, local or foreign jurisdiction and does not consider any aspects of U.S. federal tax law other than income taxation (e.g., estate or gift taxation) or the alternative minimum tax or the Medicare net investment income surtax that may be relevant or applicable to a particular holder in connection with the Merger. For purposes of this discussion, a “holder” means either a U.S. Holder or a Non-U.S. Holder (each as defined below) or both, as the context may require.

This discussion is for general information purposes only and does not address all of the tax consequences that may be relevant to holders in light of their particular circumstances nor does it address any consequences to holders subject to special rules under U.S. federal income tax law, including, for example:

If a partnership (including an entity or arrangement, domestic or non-U.S., treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of Chico’s Common Stock, then the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. Partnerships holding shares of Chico’s Common Stock and partners therein should consult their tax advisors regarding the consequences of the Merger.

No ruling has been or will be sought from the IRS regarding the U.S. federal income tax consequences of the Merger described herein. No assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL ADVICE TO ANY HOLDER. IT IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES UNDER STATE, LOCAL, NON-U.S. OR OTHER TAX LAWS.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of shares of Chico’s Common Stock who or that is for U.S. federal income tax purposes:

The receipt of cash by a U.S. Holder in exchange for shares of Chico’s Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. Such U.S. Holder’s gain or loss generally will be equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares surrendered pursuant to the Merger. A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares. Such gain or loss generally will be a capital gain or loss and will be a long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one year at the time of the completion of the Merger. A reduced tax rate on capital gain generally will apply to long-term capital gain of a non-corporate U.S. Holder (including individuals). The deductibility of capital losses is subject to limitations. If a U.S. Holder acquired different blocks of common stock at different times or different prices, such U.S. Holder must determine its tax basis, holding period, and gain or loss separately with respect to each block of common stock.

For purposes of this discussion, the term “Non-U.S. Holder” means a beneficial owner of Chico’s Common Stock that is neither a U.S. Holder nor a partnership for U.S. federal income tax purposes.

Subject to the discussion under “Information Reporting and Backup Withholding” below, any gain realized by a Non-U.S. Holder pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

Non-U.S. Holders should consult their tax advisors regarding the tax consequences to them of the Merger.

Information reporting and backup withholding (currently, at a rate of 24) may also apply to the proceeds received by a holder pursuant to the Merger. Backup withholding generally will not apply to (1) a U.S. Holder that furnishes a correct taxpayer identification number and certifies that such holder is not subject to backup withholding on IRS Form W-9 (or a substitute or successor form) or (2) a Non-U.S. Holder that (a) provides a certification of such Non-U.S. Holder’s foreign status on an applicable IRS Form W-8 (or a substitute or successor form) or (b) otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against the holder’s U.S. federal income tax liability; provided that the holder timely furnishes the required information to the IRS.

Sections 1471 through 1474 of the Code, and the U.S. Treasury Regulations and administrative guidance issued thereunder (which we refer to as, collectively, “FATCA”), impose a U.S. federal withholding tax of 30 percent on certain payments made to a “foreign financial institution” (as specially defined under these rules) unless such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding certain U.S. account holders of such institution (which include certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) or an exemption applies. FATCA also generally imposes a U.S. federal withholding tax of 30 percent on certain payments made to a non-financial foreign entity unless such entity provides the withholding agent a certification identifying certain direct and indirect U.S. owners of the entity or an exemption applies. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Under certain circumstances, a Non-U.S. Holder might be eligible for refunds or credits of such taxes. The U.S. Treasury Department has released proposed regulations which, if finalized in their present form, would eliminate the FATCA withholding applicable to the gross proceeds of a sale or other disposition of Chico’s Common Stock. In its preamble to such proposed regulations, the U.S. Treasury Department stated that taxpayers generally may rely on the proposed regulations until final regulations are issued. Holders of Chico’s Common Stock are urged to consult with their tax advisors regarding the possible implications of FATCA on the disposition of Chico’s Common Stock pursuant to the Merger.

THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF U.S. FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO PARTICULAR HOLDERS. IT IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE RECEIPT OF CASH FOR THEIR SHARES OF CHICO’S COMMON STOCK PURSUANT TO THE MERGER UNDER ANY U.S. FEDERAL, STATE, FOREIGN, LOCAL OR OTHER TAX LAWS, OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Chico’s and the Buyer Parties have agreed to use reasonable best efforts to take all actions necessary to comply with all regulatory notification requirements, and to obtain all regulatory approvals required to consummate the Merger and the other transactions contemplated by the Merger Agreement. These approvals include approval under, or notifications pursuant to, the HSR Act and any other applicable antitrust laws (whether domestic or foreign).

Under the HSR Act and the rules promulgated thereunder, the Merger cannot be completed until the Buyer Parties and Chico’s file a notification and report form with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “DOJ”) under the HSR Act and the applicable waiting period has expired or been terminated. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30 calendar day waiting period following the parties’ filing of their respective HSR Act notification forms or the early termination of that waiting period. Chico’s and the Buyer Parties made the necessary filings with the FTC and the Antitrust Division of the DOJ on October 12, 2023, and the waiting period under the HSR Act expired on November 13, 2023.

At any time before or after the consummation of the Merger, notwithstanding the termination of the waiting period under the HSR Act, the FTC or the Antitrust Division of the DOJ could take such action under the

antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Merger, and notwithstanding the termination of the waiting period under the HSR Act, any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

The discussion of the terms of the Merger Agreement in this section and elsewhere in this Proxy Statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A to this Proxy Statement and is incorporated into this Proxy Statement by reference. This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. You are encouraged to read the Merger Agreement carefully and in its entirety as it is the legal document that governs the Merger.

The following description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is included as Annex A hereto. The Merger Agreement has been included to provide Company shareholders with information regarding its terms. It is not intended to provide any other factual information about Chico’s, Parent, Merger Sub, Sycamore or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk among the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to Company shareholders. Company shareholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be reflected in the Company’s public disclosures. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding Chico’s and its business. Please see the section entitled “Where You Can Find More Information” beginning on page 84 of this Proxy Statement.

The Merger Agreement provides that, upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the FBCA, at the Effective Time, Merger Sub will be merged with and into Chico’s, whereupon the separate corporate existence of Merger Sub will thereupon cease, and Chico’s will continue as the Surviving Corporation. As a result of the Merger, the Surviving Corporation will become a wholly owned subsidiary of Parent, and Chico’s Common Stock will no longer be publicly traded. In addition, Chico’s Common Stock will be delisted from NYSE and deregistered under the Exchange Act, in each case, in accordance with applicable laws, rules and regulations, and Chico’s will no longer file periodic reports with the SEC on account of Chico’s Common Stock. If the Merger is consummated, you will not own any shares of capital stock of the Surviving Corporation.

From and after the Effective Time, Chico’s, as the Surviving Corporation of the Merger, (a) will possess all real property and other property, including any interest therein and all title thereto, owned by, and every contract right possessed by, Chico’s and Merger Sub, and (b) all of the debts, obligations and other liabilities of Chico’s and Merger Sub will become the debts, obligations and other liabilities of the Surviving Corporation.

The Closing will take place no later than the second business day following the satisfaction or waiver (to the extent permitted under the Merger Agreement) of all conditions to the Closing (described in the section entitled “Terms of the Merger Agreement—Conditions to the Closing of the Merger” beginning on page 71 of this Proxy Statement) (other than those conditions to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted in the Merger Agreement) of such conditions) or such other time agreed to in writing by Parent and Chico’s. On the date on which the Closing actually occurs (the “Closing Date”), the parties will file articles of merger with the Secretary of State for the State of Florida as provided under the FBCA. The Merger will become effective upon the filing and acceptance of the articles of merger by the Secretary of State of the State of Florida (or such later time as may be mutually agreed by the parties in writing and specified in the articles of merger).

At the Effective Time, the board of directors of the Surviving Corporation will consist of the directors of Merger Sub as of immediately prior to the Effective Time, each to hold office in accordance with the articles of incorporation and bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified, and the officers of Chico’s as of immediately prior to the Effective Time will be the officers of the Surviving Corporation, until their successors are duly appointed. At the Effective Time, the articles of incorporation of Chico’s as the Surviving Corporation will be amended and restated in their entirety in the form set forth in an exhibit to the Merger Agreement, and, subject to the Surviving Corporation’s obligations regarding indemnification, expense reimbursement and advancement as described below, the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, will become the bylaws of the Surviving Corporation, until thereafter amended in accordance with the applicable provisions of the FBCA and such articles of incorporation of the Surviving Corporation and such bylaws.

Upon the consummation of the Merger, each share of Chico’s Common Stock outstanding as of immediately prior to the Effective Time (other than the Owned Company Shares and Chico’s Common Stock subject to Company RSAs) will be cancelled and extinguished and automatically converted into the right to receive the Per Share Price (or in the case of a lost, stolen or destroyed certificate, upon the delivery of an affidavit (and bond, if required) in accordance with the Merger Agreement). Each Owned Company Share will be cancelled and extinguished without any conversion thereof or consideration paid therefor.

After the Merger is completed, Company shareholders will have the right to receive the Per Share Price, but Company shareholders will no longer have any rights as shareholders of Chico’s.

Company RSAs. At the Effective Time, each Company RSA, whether vested or unvested, that is outstanding as of immediately prior to the Effective Time will be fully vested, cancelled and automatically converted into the right to receive an amount in cash equal to (A) the aggregate number of shares of Chico’s Common Stock subject to such Company RSA, multiplied by (B) $7.60, subject to any required withholding of taxes.

Company RSU Awards. At the Effective Time, each Company RSU Award, whether vested or unvested, that is outstanding as of immediately prior to the Effective Time will be fully vested, cancelled and automatically converted into the right to receive an amount in cash equal to (A) the aggregate number of shares of Chico’s Common Stock subject to such Company RSU Award, multiplied by (B) $7.60, subject to any required withholding of taxes.

Company PSU Awards. At the Effective Time, each Company PSU Award, whether vested or unvested, that is outstanding as of immediately prior to the Effective Time will be fully time-vested, cancelled and automatically converted into the right to receive an amount in cash equal to the product of (A) the aggregate number of shares of Chico’s Common Stock earned with respect to such Company PSU Award (determined based on (x) for each completed fiscal year during the performance period applicable to such Company PSU Award that ends at least one month prior to the Effective Time, actual performance as determined in accordance with the applicable award agreement, and (y) for each fiscal year during the performance period applicable to the Company PSU Award that does not end at least one month prior to the Effective Time, target performance for such fiscal year) multiplied by (B) $7.60, subject to any required withholding of taxes.

Prior to the Closing, Parent will designate a bank or trust company reasonably acceptable to Chico’s to act as the payment agent for the Merger (the “Payment Agent”) and to make payments of the Merger Consideration to Company shareholders. At or prior to the Closing, Parent will deposit (or cause to be deposited) with the Payment Agent an amount of cash sufficient to pay the aggregate Merger Consideration; provided that Chico’s shall, at the written request of Parent, deposit with the Payment Agent at the Closing such portion of such aggregate Merger Consideration from the cash of the Company and its subsidiaries as specified in such request.

Promptly following the Closing (and in any event within three business days), Parent and the Surviving Corporation will cause the Payment Agent to mail to each holder of record of shares of Chico’s Common Stock as of immediately prior to the Effective Time (A) a letter of transmittal in customary form (which will specify that delivery will be effected, and risk of loss and title to the certificates representing such shares (the “Certificates”) will pass, only upon delivery of the Certificates to the Payment Agent) and (B) instructions for use in effecting the surrender of the shares of Chico’s Common Stock represented by the Certificates and uncertificated, as applicable, in exchange for the Per Share Price.

Any cash deposited with the Payment Agent that remains undistributed to Company shareholders on the date that is one year following the Closing Date will be returned to Parent, upon demand, and any holders of Chico’s Common Stock outstanding as of immediately prior to the Effective Time who have not complied with the exchange procedures in the Merger Agreement will thereafter look only to Parent as general creditors of Parent for payment of the Per Share Price (subject to applicable law). Any cash deposited with the Payment Agent that remains unclaimed for two years following the Closing Date will, to the extent permitted by applicable law, become the property of the Surviving Corporation free and clear of any claims or interest of any person (and their successors, assigns or personal representatives) previously entitled thereto.

The Merger Agreement contains representations and warranties of the Company and the Buyer Parties.

Some of the representations and warranties in the Merger Agreement made by Chico’s are qualified as to materiality or Company Material Adverse Effect. For purposes of the Merger Agreement, “Company Material Adverse Effect” means, with respect to Chico’s, any change, event, effect or occurrence (each, an “Effect”) that, individually or taken together with all other Effects that have occurred on or prior to the date of determination of the occurrence of the Company Material Adverse Effect, is or would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole; provided, however, that none of the following (by itself or when aggregated) will be deemed to be or constitute a Company Material Adverse Effect or will be taken into account when determining whether a Company Material Adverse Effect has occurred or may, would or could occur (subject to the limitations set forth below):

In the Merger Agreement, the Company made customary representations and warranties to the Buyer Parties that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

In the Merger Agreement, the Buyer Parties made customary representations and warranties to the Company that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

The representations and warranties contained in the Merger Agreement will not survive the consummation of the Merger.

The Merger Agreement provides that, except: (1) as expressly contemplated by the Merger Agreement or required by applicable law; (2) for any actions taken reasonably and in good faith to respond to COVID-19 or any COVID-19 Measures; (3) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed) or (4) as disclosed in the confidential disclosure letter to the Merger Agreement, during the period of time between the date of the signing of the Merger Agreement and the Effective Time, the Company will, and will cause each of its subsidiaries to:

In addition, the Company has also agreed that, except as (1) expressly contemplated by the Merger Agreement or required by applicable law; (2) approved by Parent in writing (which approval will not be unreasonably withheld, conditioned or delayed), (3) in respect of certain restrictions specified in the Merger Agreement, for any actions taken reasonably and in good faith that are necessary to respond to COVID-19 Measures and that are not intended to circumvent the following restrictions or (4) disclosed in the confidential disclosure letter to the Merger Agreement, during the period of time between the date of the signing of the Merger Agreement and the Effective Time, the Company will not, and will cause each of its subsidiaries not to, among other things:

For purposes of this Proxy Statement and the Merger Agreement:

“Acceptable Confidentiality Agreement” means an agreement with Chico’s that contains customary provisions requiring the counterparty thereto (and any of its affiliates and representatives) that receive material non-public information of or with respect to Chico’s and its subsidiaries to keep such information confidential; provided, however, that the provisions contained therein are no less restrictive in any material respect to such counterparty (and any of its affiliates and representatives named therein) than the terms of the confidentiality agreement entered into between Chico’s and Sycamore, such agreement need not contain any “standstill” or similar provisions, or otherwise prohibit the making of, or amendment or modification to, any Acquisition Proposal.

“Acquisition Proposal” means any offer or proposal (other than an offer or proposal by the Buyer Parties) to engage in an Acquisition Transaction.

“Acquisition Transaction” means any transaction or series of related transactions (other than the Merger) involving:

“Alternative Acquisition Agreement” means any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement.

“Superior Proposal” means any bona fide written Acquisition Proposal for an Acquisition Transaction on terms that the Board has determined in good faith (after consultation with the Company’s financial advisor and outside legal counsel) (1) is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects of the proposal (including certainty of closing and the identity of the person making the proposal ), that the Board deems relevant, and (2) if consummated, would be more favorable, from a financial point of view, to the Company shareholders (in their capacity as such) than the Merger (taking into account any revisions to the Merger Agreement made or proposed in writing by Parent prior to the time of such determination). For purposes of the reference to an “Acquisition Proposal” in this definition, all references to “twenty-five percent (25%)” in the definition of “Acquisition Transaction” will be deemed to be references to “fifty percent (50%)”.

Under the Merger Agreement, during the Go-Shop Period until the No-Shop Period Start Date, the Company, its affiliates and its other representatives had the right to:

The Go-Shop Period ended, and the No-Shop Period Start Date occurred, at 11:59 p.m., Eastern Time, on October 27, 2023.

From the No-Shop Period Start Date until the earlier to occur of the valid termination of the Merger Agreement and the Effective Time, Chico’s and its subsidiaries agreed not to, to cause their directors, officers and employees not to, and to not instruct, authorize or knowingly permit any of their affiliates or representatives to, and to direct such representatives not to, directly or indirectly:

From the No-Shop Period Start Date until the earlier to occur of the termination of the Merger Agreement and the Effective Time, the Company agreed to cease and cause to be terminated, any and all discussions or negotiations with any person and its representatives that would be prohibited by the Merger Agreement. The Company further agreed that it would, promptly following the No-Shop Period Start Date, (A) request the return or destruction of all non-public information concerning the Company and its subsidiaries furnished to any person that executed a confidentiality agreement in connection with any Acquisition Proposal at any time within the six month period immediately preceding the No-Shop Period Start Date, (B) cease providing any further information with respect to the Company and its subsidiaries or any Acquisition Proposal to any such person or its representatives and (C) terminate all access granted to any such person and its representatives to any physical or electronic data room.

Notwithstanding these restrictions, from the No-Shop Period Start Date until the receipt of the Requisite Shareholder Approval, Chico’s may, among other things, directly or indirectly through one or more of its representatives, participate or engage in discussions or negotiations with, furnish any non-public information relating to Chico’s and its subsidiaries to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of Chico’s and its subsidiaries pursuant to an Acceptable Confidentiality Agreement to any person or its affiliates or representatives that has made or delivered to the Company an Acquisition Proposal after the No-Shop Period Start Date, and otherwise facilitate such Acquisition Proposal or assist such person (and its affiliates, representatives and financing sources) with such Acquisition Proposal (in each case, if requested by such person), in each case with respect to an Acquisition Proposal that did not result from any material breach of the Company’s obligations, as described in the two immediately preceding paragraphs; provided, however, that the Board has determined in good faith (after consultation with the Company’s financial advisor and outside legal counsel) that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal, and the Board has determined in good faith (after consultation with the Company’s financial advisor and outside legal counsel) that the failure to take the actions contemplated by the above would be reasonably likely to be inconsistent with its fiduciary duties pursuant to applicable law; provided further, however, that the Company will promptly (and in any event within 24 hours) make available to Parent any non-public information concerning Chico’s and its subsidiaries that is provided to any such person or its affiliates or representatives that was not previously made available to Parent; provided further, however, that if any such person or its representatives is a competitor of the Company and its subsidiaries, the Company and its subsidiaries will not provide any information that in the good faith determination of the Company constitutes commercially sensitive non-public information to such person other than in accordance with “clean room” or other similar procedures designed to limit any potential adverse effect on the Company from sharing such information.

Chico’s is not entitled to terminate the Merger Agreement for the purpose of entering into an Alternative Acquisition Agreement, unless it complies with certain procedures in the Merger Agreement, including but not limited to, negotiating with Parent and its representatives in good faith over a four business day period in an effort to amend the terms and conditions of the Merger Agreement, so that such Superior Proposal contemplated by such Alternative Acquisition Agreement no longer constitutes a “Superior Proposal” relative to the transactions contemplated by the Merger Agreement, as amended pursuant to such negotiations.

If Chico’s terminates the Merger Agreement prior to the adoption of the Merger Agreement by Company shareholders for the purpose of entering into an Alternative Acquisition Agreement, Chico’s must pay the

Company Termination Fee of $29,956,324; provided that if (A) such termination occurs prior to the No-Shop Period Start Date and (B) the Company enters into a definitive Alternative Acquisition Agreement with any person to consummate an Acquisition Transaction at the time of such termination, then the Company Termination Fee shall be reduced to $14,978,162.

As described above, and subject to the provisions described below, the Board has made the recommendation that the Company shareholders vote “FOR” the proposal to adopt the Merger Agreement. The Merger Agreement provides that the Board (or a committee thereof) will not effect a Company Board Recommendation Change (as defined below) except as described below.

Prior to obtaining the Requisite Shareholder Approval, the Board (or a committee thereof) may not take any action described in the following (any such action, a “Company Board Recommendation Change”):

In addition, the Board (or a committee thereof) may not cause or permit the Company to enter into an Alternative Acquisition Agreement.

Notwithstanding the restrictions described above, prior to obtaining the Requisite Shareholder Approval, the Board may effect a Company Board Recommendation Change if (1) there has been an Intervening Event or (2) the Board determines that an Acquisition Proposal constitutes a Superior Proposal.

The Board may only effect a Company Board Recommendation Change for an Intervening Event if the Board determines in good faith (after consultation with the Company’s financial advisor and outside legal counsel) that failure to do so would be reasonably likely to be inconsistent with its fiduciary duties pursuant to applicable law and if and only if:

In addition, the Board may only effect a Company Board Recommendation Change, or authorize Chico’s to terminate the Merger Agreement and to enter into an Alternative Acquisition Agreement, in response to a bona

fide Acquisition Proposal that the Board has concluded in good faith (after consultation with the Company’s financial advisor and outside legal counsel) is a Superior Proposal if:

For purposes of this Proxy Statement and the Merger Agreement, an “Intervening Event” means any positive material event or development or material change in circumstances with respect to Chico’s (other than in connection with a bona fide Acquisition Proposal that constitutes a Superior Proposal) that (1) was not actually known to the Board as of September 27, 2023 (or, if known, the natural consequences of which were not reasonably foreseeable by the Board as of September 27, 2023); and (2) does not relate to (a) any Acquisition Proposal; or (b) the mere fact, in and of itself, that Chico’s meets or exceeds any internal or published projections, forecasts, estimates or predictions of revenue, earnings or other financial or operating metrics for any period ending on or after September 27, 2023, or changes after September 27, 2023 in the market price or trading volume of Chico’s Common Stock or credit rating, it being understood that the underlying cause of any of the foregoing in clause (b) may be considered and taken into account.

The Merger Agreement provides that, after the Effective Time, the Surviving Corporation and its subsidiaries will (and Parent will cause the Surviving Corporation and its subsidiaries to) honor all of the Chico’s benefit plans and compensation arrangements in accordance with their terms; provided, however, that nothing will prohibit the Surviving Corporation from amending, modifying or terminating such benefit plans and compensation arrangements in accordance with their terms or pursuant to applicable law. In addition, after the Effective Time until the first anniversary of the Effective Time (or, if earlier, the termination date of an applicable Continuing Employee, as defined below) (the “Continuation Period”), the Surviving Corporation and its subsidiaries will (and Parent will cause the Surviving Corporation and its subsidiaries to) provide employee benefits (other than defined benefit pension, nonqualified deferred compensation, post-employment or retiree health or welfare, change in control or retention bonuses or equity or equity-based incentives (collectively, the “Excluded Benefits”)) to each individual who is an employee of Chico’s and its subsidiaries immediately prior to the Effective Time and continues to be an employee of Parent or one of its subsidiaries (including the Surviving Corporation) (a “Continuing Employee”) that are substantially comparable in the aggregate to those provided to such Continuing Employee immediately prior to the Effective Time (subject to the same exclusions). During the Continuation Period, base compensation or base wages will be no less favorable than those received

provided to each Continuing Employee as of the Effective Time and target annual cash incentive compensation opportunities (other than the Excluded Benefits) provided by the Surviving Corporation will be no less favorable in the aggregate to those provided to each Continuing Employee immediately prior to the Effective Time (subject to the same exclusions). During the Continuation Period, the Surviving Corporation will also provide severance benefits to each eligible Continuing Employee in accordance with the Company’s severance plans, guidelines and practices as in effect on September 27, 2023.

The Surviving Corporation and its subsidiaries will (and Parent will cause the Surviving Corporation and its subsidiaries to) grant any Continuing Employee credit for all service with Chico’s and its subsidiaries prior to the Effective Time for purposes of eligibility to participate, vesting and for purposes of vacation accrual and determining severance amounts, except that (i) service will not be credited to the extent that it would result in duplication of coverage or benefits, (ii) service will only be credited to the same extent and for the same purpose as such service was credited under a Chico’s employee benefit plan or arrangement before the Effective Time and (iii) no service will be required to be credited under any plan that provides for any Excluded Benefit. In addition, the Surviving Corporation will use commercially reasonable efforts to ensure that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Corporation and its subsidiaries to the extent that coverage pursuant to any such plans replaces coverage previously provided under a comparable Chico’s benefit plan or arrangement in which such Continuing Employee participates immediately before the Effective Time; (ii) during the plan year in which the Closing Date occurs, for purposes of each employee benefit plan sponsored by the Surviving Corporation or its subsidiaries that provides medical, dental, pharmaceutical or vision benefits to any Continuing Employee, all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of the plan will be waived for the Continuing Employee and his or her covered dependents, and full credit will be given for any eligible expenses incurred by the Continuing Employee and his or her covered dependents during the portion of the plan year ending on the Closing Date for purposes of satisfying all deductible, coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to the Continuing Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with the employee benefit plan sponsored by the Surviving Corporation or its subsidiaries; and (iii) the account of each Continuing Employee pursuant to any flexible spending plan sponsored by the Surviving Corporation or its subsidiaries will be credited with any unused balance in the account of the Continuing Employee. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to the Continuing Employee following the Effective Time, and will not be subject to accrual limits or other forfeiture and will not limit future accruals (except to the extent that such limits or forfeitures applied under Chico’s benefit plans and arrangements in effect as of September 27, 2023).

The respective obligations of the Buyer Parties and Chico’s to consummate the Merger are subject to the satisfaction or waiver (where permissible pursuant to applicable law) of each of the following conditions:

In addition, the obligations of the Buyer Parties to consummate the Merger are subject to the satisfaction or waiver (where permitted by applicable law) of each of the following additional conditions, any of which may be waived exclusively by Parent:

In addition, the obligation of the Company to consummate the Merger is subject to the satisfaction or waiver (where permitted by applicable law) of each of the following additional conditions, any of which may be waived exclusively by the Company:

The Merger Agreement provides that the Surviving Corporation and its subsidiaries will (and Parent will cause the Surviving Corporation and its subsidiaries to) honor and fulfill, in all respects, the obligations of Chico’s and its subsidiaries pursuant to any indemnification agreements with employees and indemnified persons,

which are any of their current or former directors or officers (and any person who becomes a director or officer of Chico’s or any of its subsidiaries prior to the Effective Time), for any acts or omissions by such indemnified persons or employees occurring prior to the Effective Time. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its subsidiaries will (and Parent will cause the Surviving Corporation and its subsidiaries to) cause the certificates of incorporation, bylaws, and other similar organizational documents of the Surviving Corporation and its subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the certificate of incorporation, bylaws and other similar organizational documents of the subsidiaries of Chico’s, as applicable, as of the date of the Merger Agreement. During such six-year period, such provisions may not be repealed, amended or otherwise modified in any adverse manner except as required by applicable law.

In addition, the Merger Agreement provides that, during the six-year period commencing at the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless each current or former director or officer of Chico’s and its subsidiaries (and any person who becomes a director or officer of Chico’s or any of its subsidiaries prior to the Effective Time), to the fullest extent permitted by law or pursuant to any indemnification agreements with Chico’s and its subsidiaries in effect on the date of the Merger Agreement, from and against all costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any legal proceeding arising, directly or indirectly, out of or pertaining, directly or indirectly, to (1) any action or omission, or alleged action or omission, in such indemnified person’s capacity as an affiliate, director, officer, employee or agent of Chico’s, its subsidiaries or their affiliates to the extent that such action or omission, or alleged action or omission, occurred prior to or at the Effective Time and (2) the Merger, as well as any actions taken by Chico’s or its subsidiaries or the Buyer Parties with respect thereto. The Merger Agreement also provides that Chico’s and its subsidiaries will advance all fees and expenses (including fees and expenses of any counsel) as incurred by any such indemnified person in the defense of such legal proceeding.

The Merger Agreement also provides that Chico’s may purchase a prepaid “tail” policy from an insurance carrier with the same or better credit rating as the Company’s directors’ and officers’ liability insurance carrier on the date of the Merger Agreement on terms (including with respect to coverage, conditions, retentions, limits and amounts) that are no less favorable than those of the Company’s directors’ and officers’ liability insurance policies as in effect on the date of the Merger Agreement, subject to certain limits on the aggregate cost for such “tail” policy. The “tail” policy will cover claims arising from facts, events, acts or omissions that occurred at, or prior to, the Effective Time, including the transactions contemplated in the Merger Agreement.

In addition, without limiting the foregoing, the Merger Agreement requires Parent to cause the Surviving Corporation to maintain, on terms no less advantageous to the indemnified parties, the Company’s directors’ and officers’ insurance policies for a period of at least six years commencing at the Effective Time. Neither Parent nor the Surviving Corporation will be required to pay premiums for such policy or the “tail” policy to the extent such premiums exceed, on an annual basis, three hundred and fifty percent (350%) of the aggregate annual premiums currently paid by Chico’s, and if the premium for such insurance coverage would exceed such amount Parent shall be obligated to cause the Surviving Corporation to obtain the greatest coverage available for a cost not exceeding such amount.

For more information, please refer to the section entitled “The Merger—Interests of the Directors and Executive Officers of Chico’s in the Merger” beginning on page 47 of this Proxy Statement.

Chico’s has agreed to take all necessary action (in accordance with applicable law, the Company’s organizational documents and the rules of NYSE) to establish a record date for, and duly call, give notice of, convene and hold, a special meeting of the Company’s shareholders as promptly as reasonably practicable following the mailing of this Proxy Statement to the Company’s shareholders for the purpose of voting upon the adoption of the Merger Agreement and the approval of the Merger.

The Company will: (1) provide Parent with prompt notice of all shareholder litigation relating to the Merger Agreement (including by providing copies of all pleadings with respect thereto); (2) keep Parent reasonably informed with respect to status thereof; (3) give Parent the opportunity to participate in the defense, settlement or prosecution of any such litigation and (4) consult with Parent with respect to the defense, settlement or prosecution of such litigation. The Company may not compromise or settle any such litigation without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned).

Chico’s and the Buyer Parties have agreed to use their respective reasonable best efforts to consummate and make effective, in the most expeditious manner practicable, the Merger, including by using reasonable best efforts to cause the conditions to the Merger set forth in Article VII of the Merger Agreement to be satisfied. If necessary to receive clearance of the Merger pursuant to the HSR Act and other antitrust law or foreign investment law, Chico’s and the Buyer Parties have agreed (i) to take such actions as are necessary or advisable to avoid the entry of, and the commencement of litigation seeking the entry of, any injunction, temporary restraining order or other order or judgment in any suit or proceeding by a governmental authority or any other person under any antitrust law or foreign investment law, that would otherwise have the effect of materially delaying or preventing the consummation of the Merger and (ii) to effect the dissolution of any such injunction, temporary restraining order or other order or judgment (including, with respect to each of (i) and (ii), using reasonable best efforts to defend through litigation on the merits any claim asserted in court by any governmental authority or any other person under any antitrust law or foreign investment law). However, the Buyer Parties are not required to, and without the prior written consent of Parent, the Company and its subsidiaries shall not agree to (i) offer, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture, license or other disposition of any of the assets, properties or businesses of the Buyer Parties (or their affiliates) or the Company and its subsidiaries, except for any sale, divestiture, license or other disposition of the assets, properties or business of the Company and its subsidiaries that would not reasonably be expected to, individually or in the aggregate, result in a loss of EBITDA in any twelve-month period in excess of 7.5% of the aggregate EBITDA generated by the Company and its subsidiaries in the twelve months prior to September 27, 2023, (ii) terminate, modify, or assign any existing relationships, joint ventures, contracts, or obligations of any of the Buyer Parties or of the Company and its subsidiaries, (iii) modify any course of conduct regarding future operations of any of the Buyer Parties or any of their respective affiliates, or of the Company and its subsidiaries or (iv) agree to any other restrictions on the activities of any of the Buyer Parties or any of their respective affiliates or of the Company and its subsidiaries, including the freedom of action of any of the Buyer Parties or any of their respective affiliates or of the Company and its subsidiaries with respect to, or their ability to retain, one or more of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their freedom of action with respect to the assets, properties, or businesses to be acquired pursuant to the Merger Agreement.

Subject to the terms and conditions of the Merger Agreement, Parent will:

In no event will the reasonable best efforts of Parent be deemed or construed to require Parent to (i) bring any enforcement action against any source of the Equity Financing to enforce its rights pursuant to the Equity Commitment Letter (it being understood and agreed that Parent will seek to enforce, including by bringing suit for specific performance, the Equity Commitment Letter if the Company seeks and is granted a decree of specific performance of the obligation to consummate the Merger) or (ii) seek the Equity Financing from any source other than a counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment Letter.

Prior to the Effective Time, the Company will use its commercially reasonable efforts to, and will use its commercially reasonable efforts to cause each of its subsidiaries and its and their respective representatives to, provide Parent with such commercially reasonable cooperation as may be reasonably requested by Parent to assist the Buyer Parties in arranging the debt financing (if any) and/or any real estate financing (including with respect to any sale leaseback of the Company’s owned real property) (if any) to be obtained by the Buyer Parties or their respective affiliates in connection with the Merger (the “Debt Financing”). The Company’s obligations include, but are not limited to, upon reasonable advance notice, reasonably cooperating with the marketing and due diligence efforts for any of the Debt Financing and providing reasonable assistance with the timely preparation of documents required in connection with or proper for the Debt Financing, subject to the limitations set forth in the Merger Agreement.

In no event will the Company or any of its subsidiaries be required to (i) waive or amend any terms of the Merger Agreement or agree to pay any fees or reimburse any expenses prior to the Effective Time for which it has not received prior reimbursement or is not otherwise indemnified by, or on behalf of, Parent; (ii) enter into any definitive agreement or distribute any cash (except to the extent subject to concurrent reimbursement by Parent) that will be effective prior to the Closing Date; (iii) give any indemnities in connection with the Debt Financing that are effective prior to the Effective Time; (iv) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business of the Company or any of its subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of the Company or any of its subsidiaries or (v) take any action that will conflict with or violate its organizational documents or any applicable laws or would result in a material violation or breach of, or default under, any material agreement to which the Company or any of its subsidiaries is a party.

Obtaining the Debt Financing is not a condition to the Closing. If the Debt Financing has not been obtained, the Buyer Parties will each continue to be obligated, subject to the satisfaction or waiver of the closing conditions set forth in the Merger Agreement, to consummate the Merger.

The Merger Agreement may be terminated:

If the Merger Agreement is validly terminated in specified circumstances, the Company may be required to pay the Company Termination Fee.

If the Merger Agreement is validly terminated (1) (A) by either Parent or Chico’s because the Closing has not occurred by the Termination Date and the closing conditions relating to the HSR Act and absence of any law or order retraining, enjoining or otherwise prohibiting the Merger have been satisfied or (B) (i) by either Parent or Chico’s because the Company fails to obtain the Requisite Shareholder Approval or (ii) by Parent, whether prior to or after the receipt of the Requisite Shareholder Approval, if the Company has breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements set forth in the Merger Agreement, which breach or failure to perform would result in the failure of any conditions to the obligations of the Buyer Parties to effect the Merger (subject to the cure rights referenced above); provided that in the case of (B)(i)-(ii) above, the Company is not then able to terminate the Merger Agreement because of the existence of a law or order retraining, enjoining or otherwise prohibiting the Merger; provided, further, that in each of (1)(A) and (1)(B), the conditions relating to the Buyer Parties’ representations and warranties and covenants would be satisfied if the date of such termination was the Closing Date or (2) since the date of the Merger Agreement and prior to its termination pursuant to (1)(A) or (1)(B) above, an Acquisition Proposal for an Acquisition Transaction has been publicly announced or publicly disclosed and not withdrawn or otherwise abandoned and (3) within one year following the termination of the Merger Agreement pursuant to (1)(A) or (1)(B) above, either an Acquisition Transaction is consummated or Chico’s enters into a definitive agreement providing for the consummation of an Acquisition Transaction, then the Company will concurrently with the consummation of such Acquisition Transaction pay or cause to be paid to Parent (as directed by Parent) the Company Termination Fee (provided that, for purposes of determining whether a Company Termination Fee is payable in this instance, all references to “twenty-five percent (25%)” in the definition of “Acquisition Transaction” are deemed to be references to “fifty percent (50%)”).

If the Merger Agreement is validly terminated by Parent, at any time prior to receipt of the Requisite Shareholder Approval, because (i) the Board (or a committee thereof) has effected a Company Board Recommendation Change or (ii) the Board or the Company has breached in any material respect its nonsolicitation obligations under the Merger Agreement and, in the case of this clause (ii), such breach is not curable or, if curable is not cured prior to the earlier of (x) the 5th business day after written notice thereof is given by Parent to the Company and (y) the date that is three business days prior to the Termination Date, Chico’s must promptly (and in any event within two business days) following such termination pay or cause to be paid to Parent (as directed by Parent) the Company Termination Fee; provided that if (A) such termination occurs prior to the No-Shop Period Start Date and (B) the Company has entered into a definitive Alternative Acquisition Agreement with any person to consummate an Acquisition Transaction at the time of such termination, then the “Company Termination Fee” shall mean an amount equal to $14,978,162.

If the Merger Agreement is validly terminated by Company, at any time prior to receipt of the Requisite Shareholder Approval, because (i) the Company has received a Superior Proposal; (ii) the Board (or a committee thereof) has authorized the Company to enter into a definitive Alternative Acquisition Agreement to consummate the Acquisition Transaction contemplated by that Superior Proposal; and (iii) the Company has complied in all material respects with the terms of the Merger Agreement with respect to such Superior Proposal, then concurrently with such termination the Company will pay or cause to be paid to Parent (as directed by Parent) the Company Termination Fee; provided that if (A) such termination occurs prior to the No-Shop Period Start Date and (B) the Company has entered into a definitive Alternative Acquisition Agreement with any person to consummate an Acquisition Transaction at the time of such termination, then the “Company Termination Fee” shall mean an amount equal to $14,978,162.

If the Merger Agreement is validly terminated by Parent or the Company because (i) the Merger has not been consummated by the Termination Date or (ii) there is a law or order retraining, enjoining or otherwise prohibiting the Merger, in each case, as a result of a restraint with respect to antitrust law and all other

conditions to Closing have been satisfied or waived (other than those conditions that are by their nature to be satisfied at the Closing (which are capable of being satisfied if the Closing Date were the date of such termination)), then Parent will be required to pay to the Company the Antitrust Termination Fee promptly (and in any event within three business days following such termination); provided that the Company will not be entitled to receive the Antitrust Termination Fee if the Company is at the time of the termination in material breach of its obligations pursuant to covenants in the Merger Agreement relating to the parties’ efforts to obtain regulatory clearances.

If (i) the Company fails to promptly pay the Company Termination Fee when due and, in order to obtain such payment, Parent commences a legal proceeding that results in a judgment against the Company for the Company Termination Fee or any portion thereof, or (ii) Parent fails to promptly pay the Antitrust Termination Fee when due, and, in order to obtain such payment, the Company commences a legal proceeding that results in a judgment against Parent for the amount of the Antitrust Termination Fee or any portion thereof, the Company or Parent, as applicable, will pay to Parent or the Company, as applicable, its reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) in connection with such legal proceeding, together with interest on such amount or portion thereof at the prime rate as published in The Wall Street Journal in effect on the date that such payment or portion thereof was required to be made through the date that such payment or portion thereof was actually received, or a lesser rate that is the maximum permitted by applicable law.

The Buyer Parties and the Company are entitled to an injunction, specific performance and other equitable relief to prevent breaches (or threatened breaches) of the Merger Agreement and to enforce the terms of the Merger Agreement, in addition to any other remedy to which they are entitled at law or in equity. However, under no circumstances will the Buyer Parties or the Company be permitted or entitled to receive both specific performance that results in the occurrence of the Closing and any monetary damages, including, with respect to the Buyer Parties, the Company Termination Fee or, with respect to the Company, the Antitrust Termination Fee.

The maximum aggregate liability of the Buyer Parties or any of their affiliates for breaches under the Merger Agreement, the Limited Guarantee or the Equity Commitment Letter will not exceed the Parent Liability Limitation. The maximum aggregate liability of the Company for breaches under the Merger Agreement (taking into account the payment of the Company Termination Fee, if applicable) will not exceed the Company Liability Limitation (as defined in the Merger Agreement) in the aggregate for all such breaches and any indemnification. Notwithstanding such limitations of liability, the Buyer Parties and the Company will be entitled to an injunction, specific performance or other equitable relief as provided in the Merger Agreement.

Except in specified circumstances, whether or not the Merger is completed, Chico’s, on the one hand, and the Buyer Parties, on the other hand, are each responsible for all of their respective costs and expenses incurred in connection with the Merger and the other transactions contemplated by the Merger Agreement.

The Merger Agreement may be amended in writing at any time before or after the adoption of the Merger Agreement by Company shareholders. However, after the adoption of the Merger Agreement by Company shareholders, no amendment that requires further approval by such shareholders pursuant to the FBCA may be made without such approval.

The Merger Agreement is governed by Delaware law; provided that the FBCA will apply to the extent required under the laws of the State of Florida and the laws of the State of Florida will govern any matters pertaining to the internal corporate governance of the Company and Merger Sub, including the interpretation of the Board’s fiduciary duties to the Company’s shareholders in connection with the Merger Agreement and the Merger.

Section 14A of the Exchange Act and Rule 14a-21 thereunder, which were enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires that Chico’s provide Company shareholders with the opportunity to vote to approve, on a non-binding, advisory basis, the payment of certain compensation that will or may become payable by Chico’s to its named executive officers in connection with the Merger, as disclosed in the section entitled “Interests of the Directors and Executive Officers of Chico’s in the Merger—Golden Parachute Compensation” beginning on page 51 of this Proxy Statement.

Company shareholders are asked to indicate their approval of the compensation that will or may become payable by Chico’s to its named executive officers in connection with the Merger. These payments are set forth in the section entitled “Interests of the Directors and Executive Officers of Chico’s in the Merger—Golden Parachute Compensation” beginning on page 51 of this Proxy Statement and the accompanying footnotes. In general, the various plans and arrangements pursuant to which these compensation payments may be made have previously formed part of the Company’s overall compensation program for its named executive officers, and previously have been disclosed to Company shareholders as part of the “Compensation Discussion and Analysis” and related sections of the Company’s annual proxy statements. These historical arrangements were adopted and approved by the Human Resources, Compensation and Benefits Committee of the Board, which is composed solely of independent directors, and are believed to be reasonable and in line with marketplace norms.

Accordingly, Chico’s is seeking approval of the following resolution at the Special Meeting:

“RESOLVED, that the shareholders of Chico’s FAS, Inc. approve, ratify and confirm, on a non-binding, advisory basis, the compensation that will or may become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger as disclosed pursuant to Item 402(t) of Regulation S-K in the section entitled “Interests of the Directors and Executive Officers of Chico’s in the Merger—Golden Parachute Compensation” in the Company’s Proxy Statement for the Special Meeting of shareholders.”

Company shareholders should note that this proposal is not a condition to consummation of the Merger, and as an advisory vote, the result will not be binding on Chico’s, the Board or Parent. Accordingly, regardless of the outcome of the advisory vote, if the Merger is consummated, the Company’s named executive officers will be eligible to receive the compensation that is based on, or otherwise relates to, the Merger in accordance with the terms and conditions applicable to those payments.

The affirmative vote of the holders of a majority of the total number of votes of Chico’s Common Stock, including unvested Company RSAs, present at the Special Meeting, or represented by proxy and entitled to vote thereon, provided a quorum is present, is required to approve, by means of a non-binding, advisory vote, the Merger-Related Compensation Proposal.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE MERGER-RELATED COMPENSATION PROPOSAL.

Company shareholders are being asked to approve a proposal that will give Chico’s authority from the Company shareholders to adjourn the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal or in the absence of a quorum.

If a quorum is not present, the holders of a majority of the total number of votes of Chico’s Common Stock, including unvested Company RSAs, present at the Special Meeting, or represented by proxy and entitled to vote thereon may adjourn the Special Meeting from time to time until a quorum shall be present.

If a new record date is or must be fixed under law, a notice of the adjourned meeting must be given to each shareholder of record as of the new record date and who is otherwise entitled to notice of and vote at such meeting.

If the Special Meeting is adjourned, shareholders who have already submitted their proxies will be able to revoke them at any time prior to the final vote on the Special Meeting Proposals. At any adjourned meeting, any business may be transacted which might have been transacted at the original Special Meeting, and all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the Special Meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting.

Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast at the Special Meeting. Abstentions will have no effect on the outcome of the Adjournment Proposal.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ADJOURNMENT PROPOSAL.

Chico’s Common Stock is listed on the NYSE under the symbol “CSH.” The closing price of Chico’s Common Stock on September 27, 2023, the last full trading day prior to the Board’s approval of the Merger Agreement, was $4.60. On November 28, 2023, the latest practicable trading day before the date of this Proxy Statement, the closing price of Chico’s Common Stock was $7.51 per share. Following the Merger, there will be no further market for shares of Chico’s Common Stock, and Chico’s anticipates that its stock will be delisted from the NYSE and deregistered under the Exchange Act. As a result, following the Merger and such deregistration, Chico’s would no longer file periodic reports with the SEC.

As of the Record Date, there were 123,457,364 shares of Chico’s Common Stock outstanding, consisting of 119,539,541 shares of unrestricted Chico’s Common Stock and 3,917,823 unvested Company RSAs, held by approximately 1,114 shareholders of record. In April of 2020, Chico’s suspended its quarterly dividend to reinforce its financial position and liquidity.

The following table sets forth the total number of shares of Chico’s Common Stock beneficially owned and the percentage of the shares so owned as of November 22, 2023 by:

The percentage ownership information is based on 123,457,364 shares of Chico’s Common Stock outstanding as of November 22, 2023, which for purposes of the table below includes any shares of unvested restricted stock that are held by such individual or entity over which such individual or entity has voting rights.

The number of shares beneficially owned by each shareholder is determined under rules issued by the SEC and includes voting or investment power with respect to securities. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of common stock subject to equity awards or other rights held by such person that are currently exercisable or will become exercisable within 60 days after November 22, 2023, are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. Each of the shareholders listed has sole voting and investment power with respect to the shares beneficially owned by the shareholder unless noted otherwise, subject to community property laws where applicable.