UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~December 3018, 2023

EXPRESS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-34742

26-2828128

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)



1 Express Drive Columbus, Ohio						43230
(Address of principal executive offices)						(Zip Code)

(614) 474-4001

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $.01 par value

EXPR

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 25.02 Departure ~~Results~~of Directors or Certain Officers; Election of ~~Operations~~Directors; ~~and~~Appointment ~~Financial~~of ~~Condition~~Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~November 30~~December 18, 2023, Antonio J. Lucio notified the Board of Directors (the “Board”) of Express, Inc. (the "“Company"”) ~~issued~~of ahis ~~press~~decision ~~release~~to ~~providing~~resign ~~information~~from ~~regarding~~the ~~earnings~~Board, ~~for~~effective immediately. Mr. Lucio informed the ~~thirteen~~Board ~~and~~that ~~thirty-nine~~his ~~weeks~~resignation ~~ended~~from ~~October~~the ~~28,~~Board ~~2023.~~was Anot ~~copy~~due ofto ~~the~~any ~~press~~disagreement ~~release~~with isthe ~~attached~~Company ~~hereto~~on asany ~~Exhibit~~matter ~~99.1~~relating ~~and~~to isthe ~~incorporated~~Company’s ~~herein~~operations, bypolicies ~~reference~~or practices.

~~The~~Effective ~~information~~immediately infollowing ~~Item 2~~Mr.02 ofLucio’s ~~this Current Report on Form 8-K~~resignation, ~~including~~the ~~Exhibit~~Board ~~99.1,~~decreased ~~is being furnished and shall not be deemed "filed" for purposes of Section 18 of~~ the ~~Securities~~size ~~Exchange Act~~ of ~~1934, as amended (~~the ~~“Exchange~~Board ~~Act”),~~from orten ~~otherwise subject~~ to ~~the~~nine ~~liabilities of that section~~directors. The information in this Item 2.02 shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act except as shall otherwise be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description of Exhibit
99.1						Press Release of Express, Inc., dated November 30, 2023.
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURE

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

						EXPRESS, INC.
Date: November 30, 2023						/s/ Mark Still
Date: December 21, 2023						/s/ Laurel Krueger
						Mark Still
						Laurel Krueger
						Senior Vice President, Interim Chief Financial Officer and Treasurer
						Chief Legal Officer and Secretary

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