Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on September 25, 2024

Registration No. 333-              

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Stitch Fix, Inc.

(Exact name of registrant as specified in its charter)

Delaware						27-5026540
(State or other jurisdiction of Incorporation or organization)						(I.R.S. Employer Identification No.)

1 Montgomery Street, Suite 1500

San Francisco, California 94104

(Address of principal executive offices) (Zip code)

Stitch Fix, Inc. 2017 Incentive Plan

(Full title of the plan)

Matt Baer

Chief Executive Officer

Stitch Fix, Inc.

1 Montgomery Street, Suite 1500

San Francisco, California 94104

[phone]

(Name and address of agent for service) (Telephone number, including area code, of agent for service)

Copies to:

Jodie Bourdet David Peinsipp Siana Lowrey Cooley LLP 3 Embarcadero Center, 20th Floor San Francisco, California 94111 [phone]			Casey O’Connor Molly Johnson Stitch Fix, Inc. 1 Montgomery Street, Suite 1500 San Francisco, California 94104 [phone]

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

Large accelerated filer ¨			Accelerated filer ý
Non-accelerated filer ¨ (Do not check if a smaller reporting company)			Smaller reporting company ¨
Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

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EXPLANATORY NOTE

The Registrant is filing this Registration Statement on Form S-8 for the purpose of registering 6,237,914 shares of Class A common stock issuable to eligible persons under the Registrant’s 2017 Incentive Plan (the “2017 Plan”), which Class A common stock is in addition to the shares of Class A common stock registered on the Registrant’s Form S-8 filed on November 17, 2017 (File No. 333-221650), on the Registrant’s Form S-8 filed on October 2, 2019 (File No. 333-234058), on the Registrant’s Form S-8 filed on August 14, 2020 (File No. 333-246358), on the Registrant’s Form S-8 filed on September 27, 2021 (File No. 333-259820), on the Registrant’s Form S-8 filed on September 21, 2022 (No. 333-267543), and on the Registrant's Form S-8 filed on September 20, 2023 (No. 333-274602) (collectively, the “Prior Registration Statements”).

This Registration Statement relates to securities of the same class as that to which the Prior Registration Statements relate, and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements to the extent relating to the registration of Class A common stock issuable under the 2017 Plan are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

PART II

ITEM 8.    EXHIBITS

												Incorporation by Reference
Exhibit Number						Description						Form						File No.						Exhibit						Filing Date						Filed or Furnished Herewith
4.1						Amended and Restated Certificate of Incorporation of Stitch Fix, Inc.						8-K						001-38291						3.1						11/21/2017
4.2						Amended and Restated Bylaws of Stitch Fix, Inc.						8-K						001-38291						3.1						6/27/2023
4.3						Form of Class A Common Stock Certificate.						S-1/A						333-221014						4.1						11/6/2017
5.1						Opinion of Cooley LLP.																														X
23.1						Consent of Cooley LLP (included in Exhibit 5.1).																														X
23.2						Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.																														X
24.1						Power of Attorney (included on the signature page).																														X
99.1						Stitch Fix, Inc. 2017 Incentive Plan.						10-K						001-38291						10.4						10/3/2018
99.2						Forms of grant notice, stock option agreement and notice of exercise under the Stitch Fix, Inc. 2017 Incentive Plan.						10-K						001-38291						10.5						9/20/2023
99.3						Forms of restricted stock unit grant notice and award agreement for Vice Presidents and above under the Stitch Fix, Inc. 2017 Incentive Plan.						10-K						001-38291						10.6						9/20/2023
99.4						Forms of restricted stock unit grant notice and Restricted Stock Unit award agreement under the Stitch Fix, Inc. 2017 Incentive Plan.						10-K						001-38291						10.7						9/20/2023
107						Filing Fee Table.																														X

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on September 25, 2024.

STITCH FIX, INC.

By:			/s/ Matt Baer
			Matt Baer
			Chief Executive Officer and Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Matt Baer, David Aufderhaar and Casey O’Connor, and each or any one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name

Title

Date

/s/ Matt Baer

Chief Executive Officer and Director

September 25, 2024

Matt Baer

(Principal Executive Officer)

/s/ David Aufderhaar

Chief Financial Officer

September 25, 2024

David Aufderhaar

(Principal Financial and Accounting Officer)

/s/ J. William Gurley

Director

September 25, 2024

J. William Gurley

/s/ Katrina Lake

Founder and Director

September 25, 2024

Katrina Lake

/s/ Sharon McCollam

Director

September 25, 2024

Sharon McCollam

/s/ Kofi Amoo-Gottfried

Director

September 25, 2024

Kofi Amoo-Gottfried

/s/ Elizabeth Williams

Director

September 25, 2024

Elizabeth Williams

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

Stitch Fix, Inc.

(Exact name of Registrant as Specified in its Charter)

Table 1 – Newly Registered Securities

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered(1)

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Equity

Class A common stock, par value $0.00002 per share

Other(2)

6,237,914 (3)

$3.7609(2)

$23,460,170.76

0.00014760

$3,462.72

Total Offering Amounts

–

$23,460,170.76

–

$3,462.72

Total Fee Offsets

–

–

–

–

Net Fee Due

–

–

–

$3,462.72

(1)    Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Class A common stock of Stitch Fix, Inc. (the “Registrant”) that become issuable under the Stitch Fix, Inc. 2017 Incentive Plan (the “2017 Plan”) by reason of any stock split, stock dividend, recapitalization or any other similar transaction effected which results in an increase in the number of Registrant’s outstanding shares of Class A common stock, as applicable.

(2)     Estimated in accordance with Rules 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of $3.7609 per share, the average of the high and low prices of the Registrant’s Class A common stock on September 23, 2024 as reported on the Nasdaq Global Select Market.

(3)    Represents shares of Class A common stock that were added to the shares reserved for future issuance under the 2017 Plan on August 4, 2024, pursuant to an evergreen provision contained in the 2017 Plan. Pursuant to such provision, the number of shares reserved for issuance under the 2017 Plan may be increased by the Registrant’s Board of Directors (the “Board”), or the Compensation Committee of the Board (the “Compensation Committee”), as of the first day of each fiscal year, starting in 2018 and ending in 2027, by a number of shares of Class A common stock that does not exceed 5.0% of the total number of shares of all classes of common stock outstanding on the last day of the preceding fiscal year. On July 24, 2024, the Board approved an increase to the shares reserved for issuance under the 2017 Plan as of August 4, 2024, the first day of the Registrant’s 2025 fiscal year, by the number of shares of the Registrant’s Class A common stock equal to 5% of the total number of shares of capital stock outstanding on August 3, 2024, the final day of the Registrant’s 2024 fiscal year.

Exhibit 5.1

Jodie M. Bourdet

[phone]

[e-mail]

September 25, 2024

Stitch Fix, Inc.

1 Montgomery Street, Suite 1500

San Francisco, CA 94104

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Stitch Fix, Inc., a Delaware corporation (the “Company”), in connection with the filing of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering the offering of up to 6,237,914 shares (the “Shares”) of the Company’s Class A Common Stock, par value $0.00002 per share pursuant to the Company’s 2017 Incentive Plan (the “Plan”).

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related prospectus, (b) the Plan, (c) the Company’s certificate of incorporation and bylaws, each as currently in effect, and (d) such other documents, records, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due execution and delivery of all documents by all persons other than the Company where execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate executed by an officer of the Company and have not independently verified such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan and the Registration Statement and related prospectus, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

Cooley LLP 3 Embarcadero Center, 20th Floor, San Francisco, CA 94111-4004 t: [phone] f: [phone] cooley.com

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September 25, 2024

Page 2

This opinion is limited to the matters expressly set forth in this letter, and no opinion has been or should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof and we have no obligation or responsibility to update or supplement this letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

Sincerely,

    

Cooley LLP

By:      /s/ Jodie M. Bourdet    

    Jodie M. Bourdet

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated September 25, 2024, relating to the financial statements of Stitch Fix, Inc. and the effectiveness of Stitch Fix, Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Stitch Fix, Inc. for the year ended August 3, 2024.

/s/ Deloitte & Touche LLP

San Francisco, California

September 25, 2024

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