Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 144

NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.

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SEC USE ONLY

DOCUMENT SEQUENCE NO.

CUSIP NUMBER

1 (a) NAME OF ISSUER (Please type or print)

CHICO’S FAS, INC.

(b) IRS IDENT. NO.

59-2389435

001-16435

WORK LOCATION

1 (d) ADDRESS OF ISSUER

11215 METRO PARKWAY

STREET

CITY

FORT MYERS

STATE

ZIP CODE

33966

(e) TELEPHONE NO.

area code

239

Number

277-6200

2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD

BONNIE R. BROOKS

(b) RELATIONSHIP TO ISSUER

DIRECTOR

11215 METRO PARKWAY

CITY

FORT MYERS

STATE

ZIP CODE

33966

INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.

3 (a)

(b)

SEC USE ONLY

(c)

Number of Shares or Other Units

To Be Sold

(See instr. 3(c))

(d)

Aggregate Market

Value

(See instr. 3(d))

(e)

Number of Shares or Other Units

Outstanding

(See instr. 3(e))

(f)

Approximate Date of Sale

(See instr. 3(f))

(MO. DAY YR.)

(g)

Name of Each Securities

Exchange

(See instr. 3(g))

Title of the

Class of Securities To Be Sold

Name and Address of Each Broker Through Whom the Securities are to be Offered or Each Market Maker who is Acquiring the Securities

Broker-Dealer File Number

COMMON STOCK

NATIONAL BANK INDEPENDENT NETWORK

130 KING STREET WEST UNIT 3000

TORONTO, ONTARIO M5X2A2

200,000

$820,000

112,509,313

3/15/2022

NYSE

INSTRUCTIONS:

1, (a) Name of issuer

(b) Issuer’s I.R.S. Identification Number

(d) Issuer’s address, including zip code

(e) Issuer’s telephone number, including area code

2. (a) Name of person for whose account the securities are to be sold

(b) Such person’s relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing)

3. (a) Title of the class of securities to be sold

(b) Name and address of each broker through whom the securities are intended to be sold

(d) Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice

(e) Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer

(f) Approximate date on which the securities are to be sold

(g) Name of each securities exchange, if any, on which the securities are intended to be sold

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC1147 (08-07)

TABLE I –– SECURITIES TO BE SOLD

Furnish the following information with respect to the acquisition of the securities to be sold

and with respect to the payment of all or any part of the purchase price or other consideration therefor:

Title of

the Class

Date you

Acquired

Nature of Acquisition Transaction

Name of Person from Whom Acquired

(If gift, also give date donor acquired)

Amount of

Securities Acquired

Date of

Payment

Nature of Payment

COMMON STOCK

2021 AND 2022

VESTING OF EMPLOYEE RESTRICTED STOCK AWARDS AND PERFORMANCE SHARE AWARDS

ISSUER

200,000

N/A

INSTRUCTIONS: If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

TABLE II –– SECURITIES SOLD DURING THE PAST 3 MONTHS

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

Name and Address of Seller

Title of Securities Sold

Date of Sale

Amount of

Securities Sold

Gross Proceeds

REMARKS:

INSTRUCTIONS:

See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person fling this notice.

3/15/2022

DATE OF NOTICE

DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION, IF RELYING ON RULE

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

/s/ Bonnie R. Brooks

(SIGNATURE)

The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures.

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

SEC1147 (08-07)