UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)
☒						ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
						For the fiscal year ended January 28, 2023
						For the fiscal year ended February 3, 2024
OR
☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
						For the transition period from to

Commission file number: 001-34742

~~EXPRESS~~EXP OldCo Winddown, ~~INC~~Inc.

(Exact name of registrant as specified in its charter)


Delaware						26-2828128
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

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

Registrant's telephone number, including area code: (614) 474-4001

Securities registered pursuant to Section 12(b) of the Act: None

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Securities registered pursuant to Section 12(g) of the Act: ~~None~~None1

1.On April 24, 2024, the registrant filed a Form 15 pursuant to Rule 12g-4(a)(1) under the Act to terminate the registration of its common stock, $.01 par value per share, under Section 12(g) of the Act. As provided under Rule 12g-4(a)(1), the termination of registration took effect on July 23, 2024, which was 90 days after the registrant’s required certification to the Securities and Exchange Commission on Form 15.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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

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

~~Yes ☒ No ☐~~Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

~~Indicate~~Large ~~by check mark whether the registrant is a large~~ accelerated filer, an☐ ~~accelerated~~Accelerated filer, a☐ ~~non~~Non-accelerated filer, a☒ ~~smaller~~Smaller reporting company, or☒ anEmerging ~~emerging~~ growth company. ~~See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company"~~ ☐

in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

Aggregate market value of the registrant's common stock held by non-affiliates of the registrant as of July 3029, ~~2022~~2023: $~~111~~51,~~275~~795,~~008~~927.

The number of outstanding shares of the registrant's common stock was 733,~~761~~746,~~930~~725 as of ~~February~~December 2530, ~~2023~~2024.

~~EXPRESS~~EXP OldCo Winddown, ~~INC~~Inc. | ~~2022~~2023 ~~Form~~FORM 10-K | 1

Table of Contents

DOCUMENT INCORPORATED BY REFERENCE:

TABLE OF CONTENTS

INTRODUCTORY NOTE

FORWARD-LOOKING STATEMENTS

Unresolved Staff Comments

Mine Safety Disclosures

Part II

Item 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 6.

[Reserved]

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Item 8.

Financial Statements and Supplementary Data

Consolidated Balance Sheets

Consolidated Statements of Income and Comprehensive Income

Consolidated Statements of Changes in Stockholders' Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Item 9.

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A.

Controls and Procedures

Item 9B.

Other Information

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Part III

Item 10.

Directors, Executive Officers and Corporate Governance

Item 11.

Executive Compensation

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Item 14.

Principal Accounting Fees and Services

Part IV

Item 15.

Exhibits, Financial Statement Schedules

Item 16.

Form 10-K Summary

SIGNATURES

~~Certain~~EXP ~~portions~~OldCo ~~of the registrant's definitive Proxy Statement for its 2023 Annual Meeting of Stockholders~~Winddown, ~~which~~Inc. is| ~~expected to be filed with the Commission within 120 days after the end of the registrant's 2022 fiscal year ("Proxy Statement for our~~ 2023 ~~Annual~~FORM ~~Meeting of Stockholders"), to be held on June 7, 2023, are incorporated by reference into Part III of this Annual Report on Form~~ 10-K. | 2

EXPRESS, INC. | 2022 Form 10-K | 2

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TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

RISK FACTOR SUMMARY

Part I

Item 1.

Business

Item 1A.

Risk Factors

Item 1B.

Unresolved Staff Comments

Item 2.

Properties

Item 3.

Legal Proceedings

Item 4.

Mine Safety Disclosures

Part II

Item 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 6.

[Reserved]

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Item 8.

Financial Statements and Supplementary Data

Consolidated Balance Sheets

Consolidated Statements of Income and Comprehensive Income

Consolidated Statements of Changes in Stockholders' Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Item 9.

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A.

Controls and Procedures

Item 9B.

Other Information

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Part III

Item 10.

Directors, Executive Officers and Corporate Governance

Item 11.

Executive Compensation

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Item 14.

Principal Accounting Fees and Services

Part IV

Item 15.

Exhibits, Financial Statement Schedules

Item 16.

Form 10-K Summary

SIGNATURES

INTRODUCTORY NOTE

~~EXPRESS~~On April 22, ~~INC~~2024 (the “Petition Date”), EXP OldCo Winddown, Inc. |(f/k/a ~~2022~~Express, Inc., the “Company”) and certain of its direct and indirect subsidiaries (collectively, the “Debtors”) filed voluntary petitions to commence proceedings under chapter 11 (the “Chapter 11 Cases”) of title 11 of the United States Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Chapter 11 Cases are being jointly administered under the caption “In re: Express, Inc., et al.” (Case No. 24-10831). On December 17, 2024, the Bankruptcy Court confirmed a joint plan of reorganization (the “Plan”). Pursuant to the Plan, proceeds from the going-concern-sale transaction (as further described in Part II, Item 7 below) (the "Sale Transaction") and the disposition of the Debtors’ remaining assets will be distributed to eligible claim holders, in order of priority, after which each of the Debtors’ estates will be wound down. The Company anticipates that the Plan will go effective on or about December 31, 2024. As of the date of this Annual Report on Form 10-K |(“Form 310-K”), the Company and other Debtors no longer have any operations, other than those relating to the wind-down process provided in the Plan.

After the Petition Date, and following the filing of post-effective amendments to outstanding registration statements to remove unsold securities, the Company filed a Form 15 with the U.S. Securities and Exchange Commission (the "SEC") to terminate the registration of the Company’s common stock, par value $0.01 per share (the “Common Stock”) under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to suspend its duty to file reports pursuant to Section 15(d)(1) of the Exchange Act for fiscal year 2024 because the Company had less than 300 holders of record of its Common Stock (and no holders of any other class of securities registered under the Securities Act of 1933, as amended (the “Securities Act”)). The Company is filing this Form 10-K solely to comply with its obligation to file all reports required to be filed with the SEC not filed prior to the filing of the Form 15. This is the last report that the Company anticipates filing with the SEC.

On May 6, 2024, the Company filed a NT 10-K on Form 12b-25 with the SEC wherein the Company disclosed it was unable to timely file, without unreasonable effort and expense, the Form 10-K as a result of the considerable time and resources the Company’s management was devoting to the Chapter 11 Cases and the need to prepare and review the disclosures required in the Form 10-K. The Company is herein filing the Form 10-K now that all of the required procedures and processes to prepare and review such disclosures have been completed.

Except as otherwise specifically stated in this Form 10-K, the description and disclosures presented herein reflect the Company’s business as previously operated as of February 3, 2024 (the last day of the Company’s 2023 fiscal year), prior to the filing of the Chapter 11 Cases. Following the consummation of the Sale Transaction, the Company no longer had any operations, other than those relating to the completion of the Chapter 11 process and the wind-down process provided in the Plan.

As a “smaller reporting company” as defined in Regulation S-K under the Securities Act, the Company has elected to avail itself of the scaled disclosure obligations available to smaller reporting companies.

CAUTIONARY NOTE REGARDING THE COMPANY’S COMMON STOCK

The Company cautions that trading in its Common Stock during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s Common Stock may bear little or no relationship to the actual recovery, if any, by holders of the Company’s Common Stock in the Chapter 11 Cases. As provided in the Plan, all existing equity interests in the Company (including shares of its Common Stock) will be cancelled and extinguished, with stockholders receiving no recovery on account of their shares of Common Stock. Accordingly, stockholders will experience a complete loss on their investment under the Plan.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This Form 10-K contains forward-looking statements within the “safe harbor” provisions of the Private Securities Reform Act of 1995 that are subject to risks and uncertainties. All statements other than statements of historical fact included in this Form 10-K are forward-looking statements. Forward-looking statements in this Form 10-K may include, for example, our current expectations and projections relating to the outcome and timing of the Chapter 11 Cases, including the effectiveness of the Plan. You can identify forward-looking statements by the fact that they do

EXP OldCo Winddown, Inc. | 2023 FORM 10-K | 3

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~~FORWARD-LOOKING~~not ~~STATEMENTS~~relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “potential, ” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely,” “continue to,” and other words and terms of similar meaning. These statements are not guarantees and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict, and significant contingencies, many of which are beyond the Company’s control.

~~This~~Many ~~Annual~~factors ~~Report~~could oncause ~~Form~~the ~~10-K~~Company’s ~~contains~~actual ~~forward-looking~~results ~~statements that are subject~~ to ~~risks~~differ materially and ~~uncertainties.~~adversely ~~All~~from ~~statements~~any ~~other than statements~~ of ~~historical~~these ~~fact included in this Annual Report on Form 10-K are~~ forward-looking statements. ~~Forward-looking~~Among ~~statements~~these ~~give~~factors ~~our~~are: ~~current~~risks ~~expectations~~ and ~~projections~~uncertainties ~~relating~~associated towith ~~our~~the ~~financial~~Chapter ~~condition,~~11 ~~results of operations~~Cases, ~~plans,~~including ~~objectives,~~a ~~future~~potential ~~performance,~~delay ~~and~~with ~~business.~~respect ~~You~~to ~~can~~the ~~identify~~Plan’s ~~forward-looking~~effectiveness; ~~statements by~~ the ~~fact~~Debtors’ ~~that~~ability ~~they do not relate strictly~~ to ~~historical~~efficiently orconduct ~~current~~the ~~facts.~~wind-down ~~These~~process ~~statements~~contemplated ~~may~~by ~~include~~the ~~words~~Plan; ~~such~~the aseffects “anticipate,” “estimate,” “expect,” “project,” “plan,” "potential," “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely,” “continue to,” and other words and terms of ~~similar~~the ~~meaning~~Chapter in11 ~~connection~~process ~~with~~on ~~any discussion of~~ the ~~timing~~interests ~~or nature~~ of ~~future~~various ~~operating~~constituents orand financial ~~performance~~stakeholders orincluding ~~other~~the ~~events.~~amount ~~For~~of ~~example,~~their ~~all statements we make relating to our estimated and projected costs~~recovery, ~~expenditures,~~if ~~cash flows~~any, ~~and~~in ~~financial~~the ~~results;~~Chapter ~~our~~11 ~~plans, objectives, strategies, and initiatives for future operations or growth~~Cases; the ~~expected~~ outcome of ~~such~~any ~~plans,~~known ~~objectives, strategies,~~ and ~~initiatives;~~unknown ~~or expected outcome or impact of pending or threatened~~ litigation ~~are~~and ~~forward-looking~~regulatory ~~statements.~~proceedings; ~~All~~compliance ~~forward-looking~~with ~~statements~~laws ~~are~~and ~~subject~~regulations; toand other risks and uncertainties ~~that~~outside ~~may~~of ~~cause actual results to differ materially from those that we expected, including, but not limited to those under~~ the ~~heading~~Debtors’ ~~"Risk~~control ~~Factors" in Part I, Item 1A in this Annual Report on Form 10-K~~. ~~Those factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements included in this Annual Report on Form 10-K.~~ We caution you not to place undue reliance on these forward-looking statements. We do not undertake any obligation to make any revisions to these forward-looking statements to reflect events or circumstances after the date of this ~~Annual Report on~~ Form 10-K or to reflect the occurrence of unanticipated events, except as required by law~~, including the securities laws of the United States and rules and regulations of the Securities and Exchange Commission ("SEC")~~.

~~RISK~~EXP ~~FACTOR~~OldCo ~~SUMMARY~~Winddown, Inc. | 2023 FORM 10-K | 4

Below is a summary of the principal factors that make an investment in our common stock speculative or risky. This summary does not address all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found under the heading “Risk Factors” in Part I, Item 1A in this Annual Report on Form 10-K:

Operational and Industry Risks ▪general economic conditions and changes in consumer spending, including as a result of recent high inflation and fears of a potential recession; ▪customer traffic at malls, shopping centers, and at our stores; ▪the COVID-19 pandemic has had, and may in the future have, an adverse effect on our business operations, financial condition, liquidity and cash flow; ▪competition from other retailers; ▪our dependence upon independent third parties to manufacture all of our merchandise; ▪changes in the availability and cost of raw materials, labor, and freight; ▪labor shortages; ▪supply chain disruption and increased tariffs; ▪geopolitical risks, including impacts from the ongoing conflict between Russia and Ukraine and increased tensions between China and Taiwan; ▪difficulties associated with our third-party owned distribution facilities; ▪natural disasters, extreme weather, public health issues, including pandemics, fire, and other events that cause business interruption; and ▪our reliance on third parties to provide us with certain key services for our business.

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Strategic Risks ▪our ability to identify and respond to new and changing fashion trends, customer preferences, and other related factors including selling through inventory at an appropriate price; ▪fluctuations in our sales, results of operations, and cash levels on a seasonal basis and due to a variety of other factors, including our product offerings relative to customer demand, the mix of merchandise we sell, promotions, inventory levels, and sales mix between stores and eCommerce; ▪our dependence on a strong brand image; ▪our ability to adapt to changes in consumer behavior and develop and maintain a relevant and reliable omnichannel experience for our customers; ▪our dependence upon key executive management; and ▪our ability to execute our growth strategy, including but not limited to, engaging our customers and acquiring new ones, executing with precision to accelerate sales and profitability, putting product first, and reinvigorating our brand.

Risks Related to our Strategic Partnership with WHP ▪our ability to realize success in our strategic partnership with WHP and the potential for the relationship with WHP to divert resources away from existing operations or expose us to liabilities; and ▪our inability to realize the benefits and synergies of the transaction.

Information Technology Risks ▪the failure or breach of information systems upon which we rely; ▪the increase of our employees working remotely and use of technology for work functions; and ▪our ability to protect our customer data from fraud and theft.

Financial Risks ▪our substantial lease obligations; ▪restrictions imposed on us under the terms of our current credit facility, including asset based requirements related to inventory levels, ability to make additional borrowings, and restrictions on our ability to repurchase shares of our common stock; ▪our inability to maintain compliance with covenants in our current credit facility; and ▪impairment charges on property and equipment and our right of use assets.

Legal, Regulatory and Compliance Risks ▪claims made against us resulting in litigation or changes in laws and regulations applicable to our business; ▪our inability to protect our trademarks or other intellectual property rights that may preclude the use of our trademarks or other intellectual property around the world; ▪changes in tax requirements, results of tax audits, and other factors including timing of tax refund receipts, that may cause fluctuations in our effective tax rate and operating results; and ▪our failure to maintain adequate internal controls.

Stock Ownership Risk Factors ▪our inability to pay dividends and repurchase shares; ▪our charter documents and applicable law may discourage or delay acquisition attempts; ▪our failure to regain compliance with the continued listing requirements of the New York Stock Exchange ("NYSE"), or any future failure to meet those requirements, could result in the delisting of our common stock; ▪our shares of common stock may experience extreme volatility and purchases of our common stock could incur substantial losses; ▪our stock price may incur rapid and substantial increases or decreases that may not coincide in timing with the disclosure of news or developments affecting us; ▪potential short squeezes related to our common stock have led to, and could again lead to, extreme price volatility in shares of our common stock; and ▪information available in public media that is published by third parties, including blogs, articles, message boards and social and other media may include statements not attributable to us and may not be reliable or accurate.

We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. For a discussion of these risks and other risks and uncertainties that could cause actual results to differ materially from those contained in our forward-looking statements, please refer to “Item 1A. Risk Factors” included

EXPRESS, INC. | 2022 Form 10-K | 5

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elsewhere in this Annual Report. The forward-looking statements included in this Annual Report are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events, or otherwise, except as required by law.

EXPRESS, INC. | 2022 Form 10-K | 6

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PART I

ITEM 1. BUSINESS.

In this ~~section~~Form 10-K, "Express", "we", "us", "the Company", and "our" refer to EXP OldCo Winddown, Inc. (f/k/a Express, Inc.) and its consolidated subsidiaries as a combined entity. ~~Our~~except ~~fiscal~~where ~~year ends on~~ the ~~Saturday~~context ~~closest~~requires ~~to January 31~~otherwise. ~~Fiscal years are referred to by the calendar year in which the fiscal year commences. All references herein to the Company's fiscal years are as follows:~~

Fiscal Year	Year Ended	Number of Weeks
2022	January 28, 2023	52
2021	January 29, 2022	52
2020	January 30, 2021	52

Except as otherwise specifically stated herein, the description of the Company’s business contained herein reflects the Company’s business as previously operated as of February 3, 2024 (the last day of the Company’s 2023 fiscal year), prior to the filing of the Chapter 11 Cases on April 22, 2024. Currently, the Company’s operations are limited to winding down its business. The Company anticipates that there be no assets available for distribution to the Company’s stockholders. As provided in the Plan, all existing equity interests in the Company (including shares of its Common Stock) will be cancelled and extinguished, with stockholders receiving no recovery on account of their shares of Common Stock.

The Company’s fiscal year ends on the Saturday closest to January 31. This typically results in a fifty-two-week year, but occasionally gives rise to an additional week, resulting in a fifty-three-week year. All references herein to the Company's fiscal years are as follows:


Fiscal Year	Year Ended	Number of Weeks
2023	February 3, 2024	53
2022	January 28, 2023	52

GENERAL

~~Express,~~The ~~Inc.,~~Company ~~together~~was ~~with~~formed ~~its~~on ~~subsidiaries~~June ~~(“Express”~~10, or2008. ~~the~~The “Company~~”),~~ ispreviously aoperated ~~fashion~~as ~~retail~~a ~~company~~multi-brand ~~whose~~fashion ~~business~~retailer ~~includes~~with an omnichannel ~~operating~~ platform, including both physical and online stores,. ~~and~~Its atwo ~~multi-~~brand-based ~~portfolio~~operating ~~that~~segments ~~includes~~were Express, ~~and~~which ~~UpWest.~~included ~~The Express brand launched in 1980 with the idea that style~~UpWest, ~~quality~~ and ~~value should all be found in one place~~Bonobos. Today, Express is a brand with a purpose - We Create Confidence. We Inspire Self-Expression. - powered by a styling community. UpWest launched in 2019 with a purpose to Provide Comfort for People & Planet.

AsBrand ofDescription ~~January 28,~~Express ~~2023,~~Grounded wein ~~operated~~a ~~553~~belief ~~stores~~that ~~across~~style, ~~the~~quality ~~United States~~ and invalue ~~Puerto~~should ~~Rico,~~all ~~including~~be ~~198~~found ~~factory outlet stores. Our stores are located primarily~~ in ~~high-traffic~~one ~~shopping malls~~place, ~~lifestyle~~Express ~~centers,~~is ~~outlet~~a ~~centers,~~brand ~~and~~with ~~street~~a ~~locations,~~purpose ~~and~~- ~~average~~We ~~approximately~~Create ~~8,200 gross square feet~~Confidence. We ~~also~~Inspire ~~sell~~Self-Expression. ~~our~~- ~~products~~powered ~~through~~by ~~our~~a ~~online~~styling ~~store, www~~community.~~express.com,~~ ~~our~~UpWest ~~mobile~~UpWest ~~app,~~is asan ~~well~~apparel, asaccessories ~~through~~and ~~franchisees~~home ~~who~~goods ~~operate~~brand ~~Express~~with ~~locations~~a inpurpose ~~Latin America pursuant~~ to ~~franchise~~provide ~~agreements.~~comfort ~~Our~~for ~~2022~~people ~~merchandise~~and ~~sales~~planet. ~~were~~Bonobos ~~comprised~~Bonobos ofis ~~92%~~a ~~apparel~~menswear ~~and~~brand 8%known ~~accessories~~for ~~and~~exceptional ~~other~~fit and ~~52%~~an ~~women's~~innovative ~~and~~retail ~~48% men's~~model.

As of February 3, 2024, we operated 589 stores in the United States and Puerto Rico, including 192 factory outlet stores. Our stores were located primarily in high-traffic shopping malls, lifestyle centers, outlet centers, and street locations, and average approximately 7,600 gross square feet. We also sold our products through the express.com online store, the Express mobile app, the bonobos.com online store and the upwest.com online store and franchisees who operated Express locations in Latin America pursuant to franchise agreements. Our 2023 merchandise sales were comprised of 93% apparel and 7% accessories and other and 53% women's and 47% men's. As of February 3, 2024, the composition of Express operated stores was as follows:


			Store Count
Express
Retail stores			326
Outlet stores			192
Total retail and outlet stores			518
UpWest			12
Bonobos			59
Total stores			589

EXP OldCo Winddown, Inc. | 2023 FORM 10-K | 5

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As of the date of this Form 10-K, there are no Express operated stores.

Bonobos Acquisition

On May 23, 2023, we completed the acquisition of the operating assets of Bonobos. Refer to Note 5 to our Consolidated Financial Statements included elsewhere in this Form 10-K for further discussion regarding the acquisition.

WHP Strategic Partnership

On ~~December~~January 825, ~~2022~~2023, we ~~entered~~closed ~~into~~ a strategic partnership transaction with WHP Global (“"WHP”"), a leading global brand management firm. ~~The~~Pursuant ~~mutually~~to ~~transformative~~the ~~strategic~~transaction, ~~partnership~~WHP ~~advances~~acquired 5.4 million newly issued shares of our ~~omnichannel~~Common ~~platform~~Stock ~~which~~at isa ~~expected~~purchase toprice ~~drive~~of ~~accelerated~~$4.60 per share, ~~long-term~~or ~~growth~~$25.0 ~~through~~million in the ~~acquisition~~aggregate, ~~and~~representing ~~operation~~approximately 7.4% of our outstanding shares of our Common Stock, on a ~~portfolio~~pro forma basis, as of ~~brands~~the closing of the transaction. The Company and WHP also formed EXP Topco, LLC, an intellectual property joint venture (the “"Joint Venture”") valued at approximately $400.0 million, ~~intended~~with toWHP ~~scale~~committing $235.0 million to the ~~Express~~Joint ~~brand~~Venture ~~through~~for ~~new~~60% ~~domestic~~ownership ~~category~~of ~~licensing~~the Joint Venture and ~~international~~the ~~expansion~~Company ~~opportunities~~contributing certain intellectual property in exchange for 40% ownership of the Joint Venture. Refer to Note 4 to our Consolidated Financial Statements included elsewhere in this ~~Annual~~Form ~~Report~~10-K for further discussion regarding the WHP partnership.

COMPETITION AND COMPETITIVE STRENGTHS

The apparel retail market is highly competitive. WePrior ~~compete~~to the Sale Transaction, we competed with other omni-channel retailers that engage in the retail sale of women's and men's apparel, accessories, and similar merchandise. We ~~compete~~competed on the basis of a combination of factors, including, among others, style, breadth, quality, and price of merchandise offered, in-store and online customer experience, and brand image.

We believe we differentiate ourselves from our competitors as follows:

•Established Lifestyle Brand

With more than 40 years of heritage, we are a fashion-forward apparel brand and style community whose purpose is to create confidence and inspire self-expression. From wardrobe essentials to the latest trends, we outfit doers, makers, movers and shakers with clothing designed for real-life versatility. At Express, we believe that everyone should dream big and dress accordingly. Our clothing is an edit of the top trends to

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create a modern, flexible wardrobe. The Express brand differentiates itself by offering terrific value, great fits, premium fabrics and impeccable details, with each style designed to help you express your style.

•Reengineered Go To Market Processes

We implemented our new go to market process in the Spring of 2020 and our teams have been better aligned, our products speed to market has increased, and we have better cross functional coordination in the field and at the home office. This transformed process began with a unified brand presentation increasing our speed to market, streamlining our calendars, and ensuring better integration across all of our marketing touchpoints. We have achieved our goal of being more efficient, more effective, and more connected across functions and faster to market at a reduced cost. We have also worked more closely with our suppliers to achieve better alignment on the aesthetics, fit and quality our customers want. All of these efforts continue to help us bring more newness in our assortment more often and mitigate the supply chain challenges facing us today.

•Strong and Experienced Team

Our existing team, at and below the leadership level, has extensive experience in the retail apparel industry, including depth in the areas of fashion design and merchandising, supply chain management, marketing, customer experience, eCommerce, store operations, technology, planning and allocation, and real estate, as well as other diverse business experiences that we believe are valuable to us as we continue to execute our growth strategy. Experience within Express extends deep into our organization, including district and store managers.

OUR PRODUCTS

~~The~~When ~~majority~~we ofpreviously ~~our~~conducted ~~apparel~~retail ~~designs~~operations ~~are~~prior ~~created~~to bythe ~~our~~filing ~~in-house~~of ~~design~~the ~~team.~~Chapter We11 ~~believe~~Cases, ~~every~~the ~~day~~majority isof anour ~~occasion~~apparel ~~and~~designs wewere ~~want~~created toby ~~help~~ our ~~customers~~in-house ~~dress~~design ~~for it~~team. We established a design and merchandising philosophy called the Express Edit that ~~supports~~supported our brand promise: “to edit the best of now for real life versatility”. ~~We are designing best-in-class, modern product at incredible value.~~ Below are the four ideas that ~~define~~defined the Express Edit merchandising philosophy:

•Versatility Adds Value

◦Create modern-day dressing experience with multiple ways to wear at work, at play, during the day and during the night

•New & Now

◦Meet our customers’ desire for newness by understanding where fashion is now and looking ahead to where it's going through monthly deliveries in key categories that continue to update a seasonal wardrobe

•Drive Denim

◦Denim is the foundation of every modern wardrobe. We completely reinvented our assortments and are delivering premium jeans under $100

•Add an Accessory

◦Accessories are a fashion entry point and an add-on to an outfit at an opening price point

We ~~plan~~planned our product assortments and ~~display~~displayed them in our stores and online in a coordinated manner to encourage our customers to purchase items that can be worn in multiple ways for multiple wearing occasions. We believe this allows us to better meet our customers' shopping objectives while differentiating our product offerings from competitors. On average, our customers purchase two to three items per transaction.

OMNICHANNEL CUSTOMER EXPERIENCE

WeLike ~~are committed to enhancing~~ our ~~omnichannel~~customers, ~~customer~~we ~~experience~~viewed ~~that~~retail ~~offers~~as aan ~~seamless~~omnichannel ~~shopping~~ experience ~~whether~~that ~~the~~seamlessly ~~customer~~integrated isour ~~shopping~~stores inand ~~a store or~~ online ~~through a desktop, tablet, or mobile device~~channels. ~~The mutually transformative strategic partnership with WHP advances the Company's omnichannel platform and we expect the~~

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~~partnership~~Our ~~with~~stores ~~WHP~~were toat ~~drive~~the ~~accelerated,~~core ~~long-term~~of ~~growth~~our ~~through~~omnichannel ~~the~~platform. ~~acquisition~~We ~~and~~designed ~~operation~~our ofstores ato ~~portfolio~~create ofa ~~brands.~~distinctive Weand ~~believe~~engaging ~~the~~shopping ~~lines~~environment ~~between our store~~ and ~~eCommerce~~project ~~channels~~our ~~are~~image ~~disappearing~~of Express as ~~customers~~a ~~increasingly~~fashion ~~interact~~authority. ~~with~~Our usstores ~~both~~featured ~~in-store~~a ~~and~~vibrant ~~online~~ and ~~often~~youthful ~~through~~look, ~~mobile~~bright ~~devices~~signage ~~while~~and inpopular ~~stores~~music. AsOur astores ~~result,~~were weconstructed ~~are~~and ~~focused~~finished onto ~~leveraging~~allow ~~the~~us ~~best~~to ofefficiently ~~both~~shift ~~channels~~merchandise todisplays ~~create~~throughout anthe ~~exceptional~~year ~~omnichannel~~as ~~shopping~~seasons ~~experience~~dictate.

WeSimilar ~~design our stores~~ to ~~create a distinctive and engaging shopping environment and project~~ our ~~image of Express as a fashion authority. Our~~ stores ~~feature a vibrant and youthful look~~, ~~bright~~our ~~signage~~eCommerce ~~and~~capabilities ~~popular~~were ~~music.~~focused ~~Our~~on ~~stores~~creating ~~are~~an ~~constructed~~engaging and ~~finished~~easy toshopping ~~allow us to efficiently shift merchandise displays throughout the year as seasons dictate. To further enhance our customers'~~ experience, wethat ~~seek~~supports ~~to attract enthusiastic store associates who are committed to offering~~ a ~~high~~vibrant ~~level~~fashion ofconsumer, ~~customer~~whether ~~service.~~on ~~We believe our managers and associates are well equipped to assist and inspire our customers as~~ a ~~result~~mobile ~~of education and training we provide~~device, ~~the~~tablet ~~culture~~or ~~of accountability we foster~~desktop, ~~the~~with ~~incentives~~a weparticular ~~offer,~~focus ~~and~~on the ~~decision-making~~mobile ~~authority we grant to store managers~~experience. ~~On average, our store managers have been with Express for approximately six years.~~

Similar to our stores, our eCommerce capabilities focus on creating an engaging and easy shopping experience that supports a vibrant fashion consumer, whether on a mobile device, tablet, or desktop, with a particular focus on the mobile experience. We recognize the growing preference for online shopping and continue to make enhancements to the online customer experience through improved search, site navigation and checkout capabilities, and targeted customer messaging, making shopping easier for customers.

MARKETING

We use a variety of marketing vehicles designed to acquire new customers, engage with existing customers, increase customer traffic in-store and online, and build brand loyalty. We seek to optimize our customer relationship management ("CRM") through a number of tactics, such as test and learn programs, circulation and offer models, and greater use of digital marketing.

We use a proprietary customer database, together with data analytics, to customize our communications and make targeted offers to customers in an effort to increase customer traffic in-store and online and to increase conversion. During the first quarter of 2021, we rebranded and relaunched our Express Insider loyalty program and we ended 2022 with the highest number of active loyalty members in the Company's history.

We implemented new participation tiers and earnings structure, new benefits, a digital wallet feature, and made it easier for customers to earn, track, and redeem their benefits. Our Express Insider members have tremendous lifetime value to Express. This program is a critical factor in gaining additional share of existing customers' spend and bringing new customers into the brand. We also offer a private-label credit card through an agreement (the "Card Agreement") with Comenity Bank (the “Bank”) under which the Bank owns the credit card accounts and Alliance Data Systems Corporation provides services to our private-label credit card customers. All of our proprietary credit cards carry the Express logo.

TECHNOLOGY

We rely on information technology to operate our business. Our information technology provides a full range of business process support and information to our store, eCommerce, merchandising, financial and real estate teams. We utilize a combination of customized and industry standard software systems to provide various functions related to point-of-sale, inventory management, design, planning and allocation, and financial reporting. In addition, we continue to enhance and upgrade our online experience through both the web and our mobile app. We believe these systems and enhancements will continue to increase our ability to acquire and retain customers and ultimately accelerate our transformation from a store in the mall to a brand with a purpose powered by a styling community.

SOURCING

Our Sourcing Methods

We ~~utilize~~utilized a broad base of manufacturers located throughout the world. ~~that~~We wedid ~~believe~~not ~~produce~~own ~~goods~~or atoperate any manufacturing facilities and, as a result, contracted with third-party vendors for the ~~level~~production of ~~quality~~all ~~that~~of our ~~customers~~merchandise. ~~desire~~We purchased both apparel and ~~can~~accessories ~~supply~~through ~~products~~buying toagents usand ondirectly from vendors. In exchange for a commission, our buying agents identify suitable vendors and coordinate our purchasing requirements with vendors by placing orders for merchandise on our behalf, facilitating the timely ~~basis~~delivery atof ~~competitive~~goods ~~prices.~~to Weus, doobtaining ~~not~~samples of merchandise produced in factories, inspecting finished merchandise, and carrying out vendor compliance monitoring and administrative communications on our behalf.

~~EXPRESS~~We purchased the majority of our merchandise outside of the United States through arrangements with approximately 45 vendors utilizing approximately 200 manufacturing facilities located in approximately 20 countries throughout the world, ~~INC~~primarily in Asia. |The ~~2022~~top ~~Form~~five countries from which we sourced our merchandise in 2023 were Vietnam, China, Indonesia, India and Bangladesh, based on total cost of merchandise purchased. The top 10 manufacturing facilities, based on cost, supplied approximately 29% of our merchandise in 2023. We purchased merchandise using purchase orders, and therefore were not subject to long-Kterm |production 9contracts with any vendors, manufacturers, or buying agents.

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own or operate any manufacturing facilities and, as a result, contract with third-party vendors for the production of all of our merchandise. We purchase both apparel and accessories through buying agents and directly from vendors. In exchange for a commission, our buying agents identify suitable vendors and coordinate our purchasing requirements with vendors by placing orders for merchandise on our behalf, facilitating the timely delivery of goods to us, obtaining samples of merchandise produced in factories, inspecting finished merchandise, and carrying out vendor compliance monitoring and administrative communications on our behalf.

We purchase the majority of our merchandise outside of the United States through arrangements with approximately 60 vendors utilizing approximately 220 manufacturing facilities located in approximately 20 countries throughout the world, primarily in Asia. The top five countries from which we sourced our merchandise in 2022 were Vietnam, China, Indonesia, India and Bangladesh, based on total cost of merchandise purchased. The top 10 manufacturing facilities, based on cost, supplied approximately 26% of our merchandise in 2022. We purchase merchandise using purchase orders, and therefore are not subject to long-term production contracts with any vendors, manufacturers, or buying agents.

Quality Assurance and Compliance Monitoring

Each supplier, factory, and subcontractor that ~~manufactures~~manufactured our merchandise iswas required to adhere to our Code of Vendor Conduct and certain other purchasing terms and conditions, including those related to product quality. This iswas designed to ensure that each of our suppliers' operations ~~are~~were conducted in a legal, ethical, and responsible manner. Our Code of Vendor Conduct ~~requires~~required that each of our suppliers ~~provides~~provided minimum wages and benefits, ~~limits~~limited working hours, ~~complies~~complied with all laws, including environmental laws, and ~~provides~~provided a safe and healthy work environment. It also ~~forbids~~forbid the use of child labor or forced labor, and ~~prohibits~~prohibited unauthorized subcontracting. We ~~monitor~~monitored compliance through third parties who ~~conduct~~conducted regular factory audits on our behalf as well as through our buying agents.

DISTRIBUTION

WeAs ~~utilize two facilities for the distribution~~ of ~~our~~February ~~product~~3, both of which are owned and operated by third parties. Virtually all of the merchandise sold in our stores and on our website is first received and processed at a central distribution facility in Columbus2024, ~~Ohio.~~we ~~From~~utilized ~~there,~~three ~~merchandise~~facilities allocated to be sold in stores is shipped to our stores and merchandise to be sold online direct-to-consumer is shipped to a distribution facility in Richwood, Kentucky (the "Richwood Facility"). Merchandise is typically shipped to such stores and to the Richwood Facility via third-party delivery services multiple times per week, thereby providing them with a steady flow of inventory. The third party who operates the Richwood Facility is responsible for ~~fulfilling~~ the ~~majority~~distribution of ~~the orders placed through~~ our ~~website~~product ~~and~~as shipping the merchandise directly to customers or to stores for pickup, via third-party delivery services. In addition, approximately 318 retail stores have the ability to ship select online merchandise directly to our customers.follows:

~~EXPRESS~~Location Owned & Operated By: Columbus, ~~INC.~~Ohio |(Primarily ~~2022~~serves ~~Form~~Express 10store and eCommerce operations) Third-KParty |Richwood, 10Kentucky (Primarily serves Express eCommerce operations) Third-Party Florence, New Jersey (Serves only Bonobos store and eCommerce operations) Third-Party

Virtually all of the merchandise sold in our Express stores and on our website was first received and processed at a central distribution facility in Columbus, Ohio. From there, merchandise allocated to be sold in stores was shipped to our stores and merchandise to be sold online direct-to-consumer was shipped to a distribution facility in Richwood, Kentucky (the "Richwood Facility"). Merchandise was typically shipped to such stores and to the Richwood Facility via third-party delivery services multiple times per week, thereby providing them with a steady flow of inventory. The third-party who operated the Richwood Facility was responsible for fulfilling the majority of the orders placed through

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~~STORES~~our website and shipping the merchandise directly to customers or to stores for pickup, via third-party delivery services. In addition, certain retail stores had the ability to ship select online merchandise directly to our customers.

AsAll of ~~January 28,~~the ~~2023,~~merchandise wesold ~~operated~~in aour ~~total~~Bonobos ofstores ~~5531,2~~and ~~stores~~on our website was received and processed at a central distribution facility in 45Florence, ~~states~~New ~~across~~Jersey (the ~~United~~"Florence ~~States~~Facility"). From there, asmerchandise ~~well~~allocated asto be sold in stores was shipped to our stores and merchandise to be sold online direct-to-consumer is shipped directly to them. The third-party who operated the ~~District~~Florence Facility was responsible for fulfilling the majority of ~~Columbia~~the orders placed through our website and ~~Puerto~~shipping ~~Rico~~the merchandise directly to customers, via third-party delivery services.

The following list shows the number of stores we operated in the United States and Puerto Rico as of January 28, 2023:

Location	Count	Location	Count	Location	Count
Alabama	3	Kentucky	4	North Dakota	1
Arizona	8	Louisiana	7	Ohio2	17
Arkansas	2	Maine	3	Oklahoma	5
California2	64	Maryland	14	Oregon2	3
Colorado	9	Massachusetts1,2	16	Pennsylvania1	24
Connecticut1	9	Michigan	16	Puerto Rico	3
District of Columbia1,2	2	Minnesota2	11	Rhode Island	2
Delaware	2	Mississippi	2	South Carolina	6
Florida1	49	Missouri1	9	South Dakota	1
Georgia	15	Nebraska	3	Tennessee	8
Hawaii	1	Nevada	9	Texas2	51
Idaho	1	New Hampshire	4	Utah	3
Illinois2	26	New Jersey	26	Virginia2	15
Indiana	13	New Mexico	3	Washington	9
Iowa	6	New York1,2	38	Wisconsin	10
Kansas	4	North Carolina	16
				Total	553

1.Store count includes Express Edit stores

2.Store count includes UpWest stores

The following list shows the number of stores operated by our franchisees by country as of January 28, 2023:

Location			Count
Costa Rica			2
Panama			2
El Salvador			1
Guatemala			1
Total			6

INTELLECTUAL PROPERTY

The Express trademark and certain variations thereon, such as Express World Brand, are registered or are subject to pending trademark applications with the United States Patent and Trademark Office and/or with the registries of many foreign countries. In addition, the Express trademarks are used in many registered domain names, including express.com. During the fourth quarter of 2022, we sold certain intellectual property to the Joint Venture, and received a license back to such intellectual property under the Intellectual Property License Agreement discussed further below.

Intellectual Property License Agreement

In connection with the strategic partnership with WHP, we entered into an Intellectual Property License Agreement (the “License Agreement”) with the Joint Venture. The License Agreement ~~provides~~provided us with an exclusive license in the United States to the intellectual property we contributed pursuant to the membership interest purchase agreement entered into by and among the Company, WHP and Express LLC, a wholly owned subsidiary of the Company (the “Membership Interest Purchase Agreement”) and certain other intellectual property. The initial term of the License Agreement was 10 years, and the License Agreement automatically renewed for successive renewal terms of 10 years (unless we provided notice of non-renewal at least 24 months prior to the end of the initial or applicable renewal term). Except for our right not to renew the License Agreement, the License Agreement was not terminable by either party. Pursuant to the License Agreement, we were required to pay actual royalties at a rate of (i) 3.25% of net sales arising from retail sales of certain licensed goods in the first through the fifth contract years (and 3.5% thereafter), and (ii) 8% of net sales arising from wholesale sales of such goods. Cash earnings in the Joint Venture were distributed quarterly to both the Company and WHP on a pro rata basis. Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and Note 2, Note 4 and Note 9 to our Consolidated Financial Statements included elsewhere in this Form 10-K for further discussion.

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the United States to the intellectual property we contributed pursuant to the membership interest purchase agreement entered into by and among the Company, WHP and Express LLC, a wholly owned subsidiary of the Company (the “Membership Interest Purchase Agreement”) and certain other intellectual property. The initial term of the License Agreement is 10 years, and the License Agreement automatically renews for successive renewal terms of 10 years (unless we provide notice of non-renewal at least 24 months prior to the end of the initial or applicable renewal term). Except for our right not to renew the License Agreement, the License Agreement is not terminable by either party. Pursuant to the License Agreement, we are required to pay actual royalties at a rate of (i) 3.25% of net sales arising from retail sales of certain licensed goods in the first through the fifth contract years (and 3.5% thereafter), and (ii) 8% of net sales arising from wholesale sales of such goods. Cash earnings in the Joint Venture are distributed quarterly to both the Company and WHP on a pro rata basis. Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” Note 2, Note 4 and Note 8 in our Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for further discussion.

REGULATION AND LEGISLATION

We are subject to labor and employment laws and regulations, including minimum wage requirements; intellectual property laws; consumer protection laws and regulations, including those governing advertising and promotions, privacy, and product safety; laws and regulations with respect to the operation of our stores and business generally, including the Foreign Corrupt Practices Act; and laws and regulations that apply as a result of being a public company, including rules that obligated us to make certain public disclosures and file periodic reports with the SEC (which had been applicable prior to the Company suspending its duty to file periodic reports with the SEC on April 24, 2024). In addition, we are subject to United States customs laws and similar laws of other countries associated with the import and export of merchandise.

~~HUMAN~~On ~~CAPITAL~~December ~~RESOURCES~~17, 2024, we reached a settlement with the SEC in connection with its finding, following the Company’s self-reporting to the SEC, that the Company failed to disclose certain perquisites and personal benefits provided to the Company’s former chief executive officer for fiscal years 2019, 2020 and 2021. Without admitting or denying the SEC’s findings, the Company agreed to a cease and desist order. No civil penalties were imposed based in part upon the Company’s self-reporting of the failure to disclose the referenced perquisites and its cooperation with the SEC’s investigation.

AtEXP ~~Express~~OldCo ~~our brand purpose is to create confidence and inspire self-expression~~Winddown, ~~and our associates are essential to fulfilling that purpose~~Inc. In| ~~order~~2023 toFORM ~~compete and succeed in a highly competitive and rapidly evolving market, we must continue to attract and retain talented and experienced employees. To do this, we begin with a comprehensive, Company~~10-~~wide~~K ~~program~~| called Success@Express that guides our approach to associate performance, potential and succession, and rewards. Success@Express also ensures that each associate’s goals and objectives are aligned with the EXPRESSway Forward strategy.8

Associates

We currently employ approximately 11,000 associates. Approximately 900 associates are based at our corporate locations in either Columbus or New York City, approximately 40 are field-based regional and district managers, approximately 1,000 are in-store managers and assistant managers, and approximately 9,000 are in-store sales associates. Approximately 30% of our associates are full-time and the remaining 70% are part-time. We employ temporary, seasonal associates at times, primarily during peak holiday selling periods. None of our associates are represented by a union. We believe our relations with our associates are good.

Compensation and Benefits

The compensation and benefits component of the Success@Express program is designed to attract and reward individuals who demonstrate the skills necessary to support our business objectives, assist in the achievement of our strategic goals and create long-term value for our shareholders. We provide associates with compensation packages that include base salary and may also include annual incentive bonuses and/or long-term incentive awards depending upon the associate’s level. We believe that a compensation program with both short-term and long-term awards provides fair and competitive compensation and aligns associate and stockholder interests. In addition to cash and equity compensation, we also offer eligible associates benefits such as life and health (medical, dental and vision) insurance, paid time off, paid parental leave, and a 401(k) plan, of which we match 4.0% of contributions.

We offer Flex@Express which empowers associates to work with their leaders to create flexible work arrangements that best balance their personal and professional commitments.

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~~Board Oversight~~EMPLOYEES

~~Human~~As ~~capital management is incorporated into discussions~~ of ~~our~~February ~~Board of Directors throughout the year and the Board of Directors maintains oversight over the Company's human capital~~3, ~~including talent management and succession planning. The Compensation and Governance Committee has oversight over our compensation and benefits programs~~2024, ~~as well as our Environmental, Social and Governance ("ESG") program. Generally,~~ we ~~consider~~employed ~~our~~approximately ~~commitment to ESG matters to include~~10,000 ~~among other things~~associates, ~~respect~~approximately ~~for~~30% ~~human rights, ethical and sustainable sourcing, environmental and climate change initiatives, evaluating the impact~~ of ~~our practices on the communities in~~ which wewere ~~operate and our associates, and charitable giving~~full-time.

SEASONALITY

Our business is seasonal. We define our seasons as Spring, which includes the first and second quarters, and Fall, which includes the third and fourth quarters. Historically, we have realized a higher portion of our net sales and net income in the Fall season due primarily to the impact of the holiday season. Generally, approximately 45% of our annual net sales occur in the Spring season and 55% occur in the Fall season. Cash needs are typically higher in the third quarter due to inventory-related working capital requirements for early Fall and holiday selling periods. Our business is also subject, at certain times, to calendar shifts, which may occur during key selling periods close to holidays such as Easter, Thanksgiving, and Christmas.

AVAILABLE INFORMATION

We make available free of charge on our website, www.express.com, copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act of 1934"), as soon as reasonably practicable after filing such material electronically with, or otherwise furnishing it to, the SEC. The SEC maintains a website that contains electronic filings at www.sec.gov. References to our website address do not constitute incorporation by reference of the information contained on the website, and such information is not part of this Annual Report on Form 10-K.

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ITEM 1A. RISK FACTORS.

~~Our~~As ~~business faces~~ a ~~variety~~“smaller ofreporting ~~risks.~~company,” ~~The~~as ~~risks~~defined ~~described~~in ~~below~~Rule ~~are~~12b-2 under the ~~items~~Exchange ~~of most concern to us~~Act, ~~however~~we ~~these~~ are not ~~all~~required ~~of the risks we face. Additional risks and uncertainties not presently known~~ to ~~us,~~provide that apply to similar businesses more generally, or that we currently consider immaterial may also impair our business operations. If any of these risks occur, our business prospects, reputation, financial condition or results of operations could materially suffer, and the ~~market~~information ~~price~~required ofby ~~our~~this ~~common stock could decline~~Item.

OPERATIONAL AND INDUSTRY RISK FACTORS

Our business is sensitive to consumer spending and general economic conditions. Recessionary, slow growth, or other difficult economic conditions have had, and could continue to have, an adverse effect on our financial performance, liquidity and capital resources.

Consumer purchases of discretionary items, including our merchandise, generally decline during recessionary periods and other periods where disposable income is adversely affected. Our business has been impacted, and may continue to be impacted, by factors that affect domestic and worldwide economic conditions and disposable income, particularly those that affect our target demographic, including recent high inflation, fears of a potential recession, unemployment levels, levels of consumer debt, availability of consumer credit, levels of student debt, healthcare costs, prices of non-discretionary consumer goods, reductions in net worth based on declines in the financial, residential real estate and mortgage markets, tax rates, fuel and energy prices, interest rates, consumer confidence and perceptions of personal well-being and security, the value of the United States dollar versus foreign currencies, political and regulatory uncertainty, and other macroeconomic factors. Uncertain or deteriorating economic conditions may reduce the level of consumer spending and inhibit consumers' use of credit, which may adversely affect our revenues, profits, liquidity and capital resources. We are unable to predict how long the current negative macroeconomic environment will continue or the ongoing impact it will have on our target demographic and consumer spending and, in turn, our revenues, profits, liquidity and capital resources.

In recessionary periods or periods of slow growth, we may have to increase the number of promotional sales or otherwise dispose of inventory, including fabric, for which we have previously paid to manufacture or committed to purchase and/or increase our marketing and promotional expenses in response to lower than anticipated levels of demand for our products, which could adversely affect our profitability. Our financial performance may be particularly susceptible to economic and other conditions in regions or states where we have a significant number of stores. An economic downturn or a recession or continued economic volatility and uncertainty may also lead to reduced liquidity, increased credit risk, higher borrowing costs or reduced availability of capital and credit. As a result, we may experience difficulty remaining in compliance with the financial covenants under the agreements governing our indebtedness or we be unable to access additional sources of liquidity, including to fund our normal working capital requirements, in the credit and capital markets on favorable terms or at all.

In addition, difficult economic conditions may exacerbate some of the other risks described in this Item 1A. Risk Factors, including those risks associated with increased competition, decreases in mall traffic, brand reputation, our ability to develop and maintain a reliable omnichannel customer experience, our ability to execute our corporate strategy and achieve our strategic objectives, our ability to realize synergies from our strategic partnership with WHP, the interruption of the production and flow of merchandise, and leasing substantial amounts of space. The risks could be exacerbated individually or collectively.

Our ability to attract customers to our stores that are located in malls or other shopping centers depends heavily on the success of these malls and shopping centers, and continued decreases in customer traffic in these malls or shopping centers, whether due to the growing preference for online shopping or otherwise, could cause our net sales and our profitability to be less than expected.

A significant number of our stores are located in malls and other shopping centers and many of these malls and shopping centers have been experiencing declines in customer traffic. Our sales at these stores are dependent, to a significant degree, upon the volume of traffic in those shopping centers and the surrounding area; however, our costs associated with these stores are essentially fixed. In times of declining traffic and sales, our ability to leverage these costs and our profitability are negatively impacted. Our sales volume and traffic has been - and we expect that it will continue to be - adversely affected by, among other things, the decrease in popularity of malls or other shopping centers in which our stores are located, the closing of anchor stores important to our business, and

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declines in popularity of other stores in the malls or shopping centers in which our stores are located. Furthermore, a deterioration in the financial condition of shopping center operators or developers could, for example, limit their ability to invest in improvements and finance tenant improvements for us and other retailers and lead consumers to view these locations as less desirable. Further reduction in consumer traffic as a result of these or any other factors could have a material adverse effect on us.

The COVID-19 pandemic has had, and may in the future have, an adverse effect on our business operations, financial condition, liquidity and cash flow.

The COVID-19 pandemic has negatively impacted the global economy, disrupted consumer spending and global supply chains, created significant volatility and disruption of financial markets, and has had an adverse impact on our business and financial performance. Transportation shortages, labor shortages and port congestion globally have in the past delayed and could in the future delay inventory orders and, in turn, deliveries to our customers and availability in our stores and on for our eCommerce business. These supply chain and logistics disruptions have impacted our inventory levels and revenues in prior periods and could impact our financial results in future periods. The extent of the impact of the pandemic on our business will depend on developments outside of our control including: the duration, severity and sustained geographic spread of the pandemic; additional waves of increased infections; the manner in which our customers, suppliers and other third parties respond to the pandemic; local or national rules, regulations or policies which may restrict travel and operating hours or impose other operating restrictions; and the extent to which associated prevention, containment, remediation and treatment efforts, including global vaccination programs and vaccine acceptance, are successful.

We face significant competition that could adversely affect our ability to generate higher net sales and margins and attract and retain talent.

We face substantial competition in the specialty retail apparel and accessories industry, including from individual and chain specialty apparel retailers, local, regional, national and international department stores, and eCommerce businesses. Recent proliferation of the direct-to-consumer channel has encouraged the entry of many new competitors and an increase in competition from established companies. Some of our competitors have competitive advantages relative to us, including greater financial, marketing, and other resources, lower prices, higher wages, greater eCommerce presence, more desirable store locations and faster speed-to-market. Further, our larger competitors may be better equipped to changing conditions that affect the competitive market and newer entrants may be viewed as more desirable by fashion-conscious consumers. In addition, disruptive innovation, by existing or new competitors, could alter the competitive landscape by improving the customer experience and heightening customer expectations, transforming supply chain and corporate operations through digital technologies and artificial intelligence and enhancing management decision-making through use of data analytics to develop new consumer insights. Many of our competitors sell their products in stores that are located in the same shopping malls or lifestyle centers as our stores and many also sell their products online either exclusively or in addition to brick-and-mortar stores. We expect the retail environment for apparel to remain highly competitive, which may result in lower prices, more promotions, and lower product margins. In addition to competing for sales, we compete for favorable site locations and lease terms in shopping malls and lifestyle centers, and our competitors may be able to secure more favorable locations than us as a result of their relationships with, or appeal to, landlords or their willingness and ability to pay more for leased space. We also compete with other retailers and service-based businesses for personnel. The competition for retail talent is increasing. We have experienced increases in labor costs and may need to continue to increase wages to attract and retain talent. Even still, we may not be able to attract, retain and develop the sufficient number of qualified individuals we need to operate our stores. We cannot assure you that we will be able to compete successfully against existing or future competitors or maintain our product margins, and our inability to do so could have a material adverse effect on us.

We do not own or operate any manufacturing facilities and therefore depend upon third parties for the manufacture of all of our merchandise. The inability of a manufacturer to ship goods on-time to our specifications or to operate in compliance with our Vendor Code of Conduct or applicable laws could negatively impact our business.

We do not own or operate any manufacturing facilities. As a result, we are dependent upon the timely receipt of quality merchandise from third-party vendors. A manufacturer's inability to ship orders to us in a timely manner or meet our quality standards could cause inventory shortages or high levels of out-of-season inventory and negatively affect consumer confidence in the quality and value of our brand and our competitive position. As there are a finite number of skilled manufacturers that meet our requirements, it could take significant time to identify and qualify suitable alternatives, which could, for example, result in our missing retailing seasons. In addition, if manufacturing

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costs were to rise significantly, our product margins and results of operations could be negatively affected. Any of these issues could have a material adverse effect on our financial condition and results of operations.

If any of our manufacturers fail to comply with applicable laws or our Vendor Code of Conduct, or engage in any socially unacceptable business practices such as poor working conditions, child labor, disregard for environmental standards, or otherwise, our brand reputation could be negatively impacted and our results of operations could in turn be materially adversely affected.

The raw materials used to manufacture our products and our transportation and labor costs are subject to availability constraints, price volatility and related inflationary pressures, which could result in increased costs.

The raw materials used to manufacture our merchandise are subject to availability constraints and price volatility caused by demand for cotton, petroleum-based synthetic textiles, and other fabrics, weather conditions, supply conditions, government regulations, including those associated with global climate change, economic climate, recent high inflationary, and other unpredictable factors. In addition, our transportation and labor costs are subject to price volatility caused by the price of energy, supply of labor, governmental regulations, higher minimum wages, economic climate, recent high inflation, and other unpredictable factors. In addition, the cost of labor at many of our manufacturers has been increasing significantly, and as the middle class in developing countries continues to grow, it is unlikely that such cost pressure will abate.

Changes in the demand for, or the price, availability or quality of, raw materials used to manufacture our merchandise and increases in transportation and labor costs could each have a material adverse effect on our cost of sales or our ability to meet our customers' needs. We may not be able to pass all or a material portion of such increased costs on to our customers, which could negatively impact our profitability.

The interruption of the flow of merchandise from international manufacturers or increased tariffs or other trade restrictions could disrupt our supply chain.

We purchase the majority of our merchandise outside of the United States through arrangements with approximately 60 vendors, utilizing approximately 220 manufacturing facilities located throughout the world, primarily in Asia and Central and South America. Political, social, or economic instability in Asia, Central, or South America, or in other regions where our products are made, could cause disruptions in trade, including exports. Other events that could also cause disruptions to our supply chain include:

•the imposition of additional trade law provisions or regulations;

•the imposition of additional duties, tariffs, and other charges on imports and exports;

•quotas imposed by bilateral textile agreements;

•foreign currency fluctuations;

•raw material shortages, natural disasters and theft;

•economic crises, international disputes and wars, such as the conflict between Russia and Ukraine and the related response by other countries, including additional conflicts, sanctions or other restrictive actions;

•public health issues and social or political unrest;

•restrictions on the transfer of funds;

•the financial instability or bankruptcy of manufacturers;

•significant labor disputes;

•the inability of our vendors to source raw materials due to factory shut downs; and

•delays at ports, including as a result of shipping backlogs, availability of vessels or capacity constraints.

Political uncertainty in the United States may result in significant changes to U.S. trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between these nations and the United States. Any of these factors could depress economic activity, restrict our sourcing from suppliers and have a material adverse effect on our business, financial condition and results of operations. We cannot predict whether the countries in which our merchandise is manufactured, or may

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be manufactured in the future, will be subject to new or additional trade restrictions imposed by the United States or other foreign governments, including the likelihood, type, or effect of any such restrictions. Trade restrictions, including new or increased tariffs or quotas, embargoes, safeguards, and customs restrictions against apparel items, as well as labor strikes and work stoppages, slowdowns or boycotts, and temporary closures of facilities or shipping ports caused by public health issues, could increase the cost or reduce or delay the supply of apparel available to us. As a result, we may be unable to meet our customers’ demands or pass on price increases to our customers. In addition, if imported merchandise becomes unavailable or more expensive, the transition to alternative sources may not occur in time to meet demand. The occurrence of any of these or other risks could adversely affect our business, financial condition, or results of operations.

If we experience significant supply chain disruptions, we may not be able to develop alternate sourcing quickly on favorable terms, if at all, which could result in increased costs, loss of sales and a loss of customers, and adversely impact our financial condition and results of operations.

If we encounter difficulties associated with distribution facilities or if they were to shut down for any reason, we could face shortages of inventory in our stores, delayed shipments to our online customers, and harm to our reputation.

Our distribution facilities are operated by third parties. Our Columbus facility operates as our central distribution facility and supports our entire North American business. All of our merchandise is shipped to the central distribution facility from our vendors and is then packaged and shipped to our stores or the Richwood Facility for further distribution to our online customers. The success of our stores and the satisfaction of our online customers depend on their timely receipt of merchandise. The efficient flow of our merchandise requires that the third parties who operate the distribution facilities have adequate capacity and labor to support our current level of operations and any anticipated increased levels that may follow from the growth of our business or during peak seasons.

If we encounter labor and capacity constraints, difficulties with the distribution facilities or in our relationships with the third parties who operate the facilities, or if either facility were to shut down for any reason, including as a result of fire or other natural disaster, software malfunctions, economic conditions, government shutdowns, accidents, shipping problems, or employee matters, such as work stoppages, we could face shortages of inventory, resulting in “out of stock” conditions in our stores, incur significantly higher costs and longer lead times associated with distributing our products to both our stores and online customers, and experience dissatisfaction from our customers. Any of these issues could have a material adverse effect on our business and harm our reputation.

Natural disasters, fire, pandemic disease and other events beyond our control may cause business disruption and result in unexpected adverse operating results.

Our corporate offices and other facilities on which we rely, including those of our third party vendors, are vulnerable to damage and/or disruption from extreme weather, natural disasters, fire, pandemic disease, acts of terrorism or war, and other unexpected events which could cause us to experience significant disruption in our business, resulting in lost sales and productivity, and causing us to incur significant expense to repair our facilities, any of which could have a material adverse effect on our business. In addition, there can be no assurance that our property insurance will be sufficient, or that insurance proceeds will be paid timely to us in the event that any of our facilities are damaged or shut down for any reason.

Extreme or unseasonable weather conditions could have an adverse impact on our sales, inventory levels and operating results.

Our operations have historically been seasonal, with a significant amount of net sales and operating income occurring in the third and fourth quarters. Unseasonable weather may reduce demand for our seasonal merchandise and severe weather conditions or changes in weather patterns may also influence consumer preferences and fashion trends, consumer traffic and shopping habits. Any of these factors could reduce sales and profitability and could have a material adverse effect on our financial condition and results of operations.

We rely upon independent third-party transportation providers for substantially all of our product shipments and are subject to increased shipping costs as well as the potential inability of our third-party transportation providers to deliver on a timely basis.

We currently rely upon independent third-party transportation providers for substantially all of our product shipments, including shipments to and from all of our stores and to our customers. Our utilization of these delivery

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services for shipments is subject to risks which may impact a shipping company’s ability to provide delivery services that adequately meet our shipping needs, including risks related to employee strikes, labor and capacity constraints, port security considerations, trade policy changes or restrictions, military conflicts, acts of terrorism or war, accidents, natural disasters and inclement weather. Any interruption in service provided by our shipping companies could cause temporary disruptions in our business, a loss of sales and profits, and other material adverse effects. In addition, we are subject to increased shipping costs when fuel prices increase, when we use expedited means of transportation such as air freight, and due to other economic factors affecting supply and demand within the transportation industry, including recent inflationary pressures. If we change the shipping companies we use, we could face logistical difficulties that could adversely affect deliveries, and we would incur costs and expend resources in connection with such change. Moreover, we may not be able to obtain terms as favorable as those received from our current independent third-party transportation providers which, in turn, would increase our costs.

We rely on third parties to provide us with certain key services for our business. If any of these third parties fails to perform their obligations to us or declines to provide services to us in the future, we may suffer a disruption to our business. Furthermore, we may be unable to provide these services or implement substitute arrangements on a timely basis with terms favorable to us.

We rely on many different third parties to provide us with key services. For example, we rely on a third party to operate our central distribution facility in Columbus, Ohio and to provide certain inbound and outbound transportation and delivery services, distribution services, and customs services. We also rely on another third party to provide us with logistics and other services related to our eCommerce operations and another third party to provide telephone and online support to our customers. In connection with our sourcing activities, we rely on approximately 60 buying agents and vendors to help us source products from approximately 220 manufacturing facilities, and in connection with our marketing activities, we rely on third parties to administer our customer database, our loyalty program, our private label credit card program, and our gift cards. We also rely on third-party technology providers to provide us with various technology services and we rely on a third party to administer certain aspects of our payroll. If any of these third parties fails to perform their obligations to us, increases their prices, or declines to provide services to us in the future, we may suffer a disruption to our business, increased costs, harm to our brand, and loss of customers, which could have a material adverse effect on our business, results of operations, and financial position. Furthermore, we may be unable to provide these services or implement substitute arrangements on a timely and cost-effective basis on terms favorable to us.

STRATEGIC RISK FACTORS

Our business is highly dependent upon our ability to identify and respond to new and changing fashion trends, customer preferences, and other related factors. Our inability to identify and respond to these new trends may lead to inventory markdowns and write-offs, which could adversely affect us and our brand image.

Our focus on fashion-conscious young women and men means that we have a target market of customers whose preferences cannot be predicted with certainty and are subject to frequent change. Our success depends in large part upon our ability to effectively identify and respond to changing fashion trends and consumer demands and to translate market trends into desired product offerings. Our failure to identify and react appropriately to new and changing fashion trends or tastes, to accurately forecast demand for certain product offerings, or to effectively market or merchandise our products could lead to, among other things, excess or insufficient amounts of inventory, markdowns, write-offs, and lower product margins, any of which could materially adversely affect our business. Because our success depends significantly on our brand image, damage to our brand image as a result of our failure to identify and respond to changing fashion trends could have a material negative impact on us.

We often place orders for the manufacture and purchase of merchandise, including fabric, well ahead of the season in which that merchandise will be sold. Therefore, we are vulnerable to changes in consumer preference and demand, and pricing shifts, between the time we design and order our merchandise and the season in which this merchandise will be sold. There can be no assurance that we will be able to adequately and timely respond to the preferences of our customers. The failure of any of our product offerings to appeal to our customers could have a material adverse effect on our business, results of operations, and financial condition.

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Our sales, profitability, and cash levels fluctuate on a seasonal basis and are affected by a variety of factors, including consumer demand, our product offerings relative to customer demand, the mix of merchandise we offer, promotions, inventory levels, and our sales mix between stores and eCommerce.

Our sales and results of operations are affected on a seasonal basis by a variety of factors, including consumer demand, our product offerings relative to customer demand, changes in our merchandise mix, the timing, number, and types of promotions we offer, actions of our competitors or mall anchor tenants, the ratio of online sales to store sales, the effectiveness of our inventory management, holiday and seasonal periods, changes in general economic conditions and consumer spending patterns, customer traffic, and weather conditions. As a result, our results of operations fluctuate on a quarterly basis and relative to corresponding periods in prior years, and any of these factors could adversely affect our business and could cause our financial results to decline. For example, our third and fourth quarter net sales are impacted by early Fall shopping trends and the holiday season. Any significant decrease in net sales during the early Fall selling period or the holiday season would have a material adverse effect on us. In addition, in order to prepare for these seasons, we must order and keep in stock significantly more merchandise than we carry during other parts of the year. This inventory build-up may require us to expend cash faster than we generate it by our operations during this period. Any unanticipated decrease in demand for our products during these peak shopping seasons could require us to sell excess inventory at a substantial markdown. Our profitability is negatively impacted by the shift of sales from stores, which have higher fixed costs, to eCommerce, which has higher variable costs. A continued shift in sales away from stores to eCommerce, which has been accelerated as a result of the COVID-19 pandemic, could have a material adverse effect on our business, results of operations, and financial condition.

Our business depends in part on a strong brand image. If we are unable to maintain and enhance our brand, or our brand reputation is damaged for any reason, we may fail to attract customers and suffer a significant decline in sales.

Our ability to maintain our reputation and meet the expectations of our customers is critical to our brand image. Our reputation could be jeopardized if we fail to maintain high standards for merchandise quality and customer experience, fail to maintain high ethical, social, and environmental standards for all of our operations and activities, or we fail to appropriately respond to concerns associated with any of the foregoing or any other concerns from our customers. Failure to comply with local laws and regulations, to maintain an effective system of internal controls, to protect our customer data, or to provide accurate and timely financial statement information could also hurt our reputation. Our position or perceived lack of position on environmental, social, governance, public policy or other similar issues, and any perceived lack of transparency about those matters could also harm our reputation with consumers or investors. We also rely on franchisees to help us maintain our brand image and any failure to do so could have a negative impact on us.

In addition, in recent years there has been increase in social media platforms and our use of social media platforms is an important element of our omnichannel marketing efforts. For example, we maintain various social media accounts. Actions taken by individuals that we partner with, such as brand representatives, influencers or our associates, that fail to represent our brand in a manner consistent with our brand image or act in a way that harms their reputation, whether through our social media platforms or their own, could harm our brand reputation and materially impact our business. Social media also allows for anyone to provide public feedback that could influence perceptions of our brand and reduce demand for our merchandise.

Damage to our reputation or loss of consumer confidence for any of these reasons, may reduce demand for our products and have a material adverse effect on our business, financial condition, and results of operations, as well as require additional resources to rebuild our reputation.

Consumer behavior is rapidly changing, and if we are unable to successfully adapt to consumer shopping preferences and develop and maintain a relevant and reliable omnichannel experience for our customers, our financial performance and brand image could be adversely affected.

Our business continues to evolve from a largely brick-and-mortar retail business to an omnichannel retail business, including as a result of our recent strategic partnership with WHP. While historically we interacted with our customers largely through our in-store experience, the traditional mall retail landscape is changing and increasingly we interact with our customers across a variety of different channels, including in-store, online at www.express.com, through mobile technologies, including the Express mobile app, and social media. Our customers are increasingly using tablets and mobile phones to make purchases online and to help them in making purchasing decisions when in our stores. Our customers also engage with us online, including through social media, by providing feedback and

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public commentary about all aspects of our business. Consumer shopping patterns are rapidly changing and our success depends on our ability to anticipate and implement innovations in customer experience and logistics in order to appeal to customers who increasingly rely on multiple channels to meet their shopping needs. If for any reason we are unable to implement our omnichannel initiatives, provide a convenient and consistent experience for our customers across all channels, or provide our customers the products they want, when and where they want them at a compelling value proposition, then our financial performance and brand image could be adversely affected.

We depend on key executive management and may not be able to retain or replace these individuals or recruit additional personnel, which could harm our business.

We depend on the leadership and experience of our key executive management. The loss of the services of any of our key executives could have a material adverse effect on our business and prospects, as we may not be able to find suitable individuals to replace them on a timely basis or without incurring increased costs, or at all. We believe that our future success will depend greatly on our continued ability to attract and retain highly skilled and qualified personnel. There is a high level of competition for experienced, successful talent in the retail industry. Our inability to meet our talent requirements in the future could impair our growth and harm our business.

Our corporate strategy includes: engaging our customers and acquiring new ones, executing with precision to accelerate sales and profitability, putting product first, reinvigorating our brand and advancing our omnichannel platform through our strategic partnership with WHP. Failure in any of these areas could have a material negative effect on the value of the Company.

Our ability to improve the profitability of the Company is dependent on our ability to deliver compelling new merchandise at an attractive value, retain and acquire new customers, grow our retail business, expand our omnichannel capabilities, provide an exceptional customer experience, optimize our store footprint, manage our overall cost structure and realize the anticipated financial and operational benefits of our strategic partnership with WHP. The success of these initiatives is dependent on a number of factors. For example, our ability to deliver compelling new merchandise at an attractive value is dependent on our ability to accurately forecast fashion trends and customer demand for products. Also, given the rapid pace of change, our ability to execute with precision, put product first, reinvigorate our brand, and engage current customers and acquire new customers may require significant financial investments that may not provide a return in the near term or at all.

Our ability to close stores, convert retail stores to outlet stores, or make other changes to our store fleet is limited by the terms of our existing leases. We are also reliant upon our ability to obtain desirable store locations, negotiate acceptable leases, and open stores on budget and in a timely manner. We historically have received landlord allowances related to store build outs which offset certain capital expenditures we must make to open a new store. If landlord allowances cease to be available to us in the future or are decreased, opening new stores would require more capital outlay.

Implementing any strategic initiative presents significant potential risk that may impair our ability to achieve anticipated operating improvements and cost reductions. These risks include, among others, higher than anticipated costs in implementing our corporate strategy, inability to achieve expected cost savings opportunities, management distraction from ongoing business activities, failure to maintain adequate controls and procedures while executing our corporate strategy, inability to execute our fleet rationalization plans, competition, prolonged ramp up time, challenges to product differentiation, damage to our reputation and brand image, workforce attrition beyond planned levels, inability to realize the synergies of our strategic partnership with WHP and our inability to gather accurate and relevant data or effectively use that data, which may impact our strategic planning, marketing and overall decision making. Furthermore, our efforts to reduce expenses may have an adverse impact on our ability to achieve our strategic objectives by limiting the funding necessary to achieve such objectives or may impact product quality or in-store customer experience as we seek to reduce costs in our supply chain. Successful execution of our corporate strategy is dependent on our ability to achieve our strategic objectives. Failure to achieve any of our strategic objectives could have a material adverse effect on our business and results of operations and there can be no guarantee that we will achieve our strategic objectives or that our corporate strategy will result in improved operating results or an increase in the value of the business.

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RISK FACTORS RELATED TO OUR STRATEGIC PARTNERSHIP WITH WHP

We may not be successful in our strategic partnership with WHP and the relationship may divert resources away from existing operations or expose us to liabilities, which could adversely affect our business, results of operations and financial condition.

We are investing a substantial amount of time, resources and efforts in connection with our strategic partnership with WHP. All of these actions may divert resources away from our other initiatives and operations particularly with respect to product sales in the United States. These efforts may not result in additional products, efficiencies or revenues for our Company, which could adversely affect our business, operating results and financial condition.

We may fail to realize the benefits expected from our partnership with WHP, which could adversely affect our stock price.

The anticipated benefits we expect from the partnership with WHP may not materialize as expected or may prove to be inaccurate. The value of our common stock could be adversely affected if we are unable to realize the anticipated benefits from the partnership on a timely basis or at all. The challenges involved in achieving the benefits of this partnership, which will be complex and time-consuming, include the following:

•difficulties entering new markets and integrating new strategies in which we have no or limited direct prior experience;

•successfully managing relationships with our combined customer, supplier and distributor base;

•cultural challenges associated with integrating new strategies into our organization;

•the coordination of product development and sales and marketing functions;

•the increased scale and complexity of our operations resulting from the partnership; and

•retaining key employees.

If we do not successfully manage these issues and the other challenges with the partnership, then we may not achieve the anticipated benefits of the partnership. Moreover, we may not be able to achieve our expected synergies without increases in costs or other difficulties. We expect to incur expenses in connection with the partnership. Such expenses are difficult to estimate, and may exceed current estimates. Any of the foregoing factors could cause our revenue, expenses, operating results and financial condition to be materially adversely affected.

INFORMATION TECHNOLOGY RISK FACTORS

We rely significantly on information systems and any failure, inadequacy, interruption, or security failure of those systems could harm our ability to effectively operate our business, cause a decrease in our net sales, increase our expenses, and harm our reputation.

Our ability to effectively manage and maintain our inventory, ship products to our stores and our customers on a timely basis, communicate with our customers, conduct customer transactions, and otherwise operate our business depends significantly on our information systems. The failure of our information systems to operate effectively, problems with transitioning to upgraded or replacement systems, or a breach in security of these systems could adversely impact our merchandise distribution, transaction processing, financial accounting and reporting, the efficiency of our operations, and our ability to properly forecast earnings and cash requirements. We could be required to make significant additional expenditures to remediate any such failure, problem, or breach, and may be subject to legal claims as a result of such failure. To effectively carry out our growth strategy, we will need to continue to invest funds in order to maintain and improve our systems. Delays or issues during such implementations may have a material adverse effect on us.

We sell merchandise through our website, www.express.com. Our online sales may be adversely affected by interruptions in our ability to conduct sales through our website, due to failure of computer systems, failure of third-party technology and service providers on which we rely, telecommunications failures, security breaches, denial of service attacks, sabotage, or similar disruptions. Furthermore, functionality on our website may be limited or interrupted to the extent technology we use becomes the subject of a patent or other intellectual property dispute and we are unable to secure a license to use such technology or develop alternative functionality.

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In addition, we may be the target of attempted cybersecurity attacks, computer viruses, malicious code, phishing attacks, denial of service attacks and other information security threats. External events, like the conflict between Russia and Ukraine, can increase the likelihood of cybersecurity attacks. To date, cybersecurity attacks have not had a material impact on our financial condition, results or business; however, we could suffer material financial or other losses in the future and we are not able to predict the severity of these attacks. Our risk and exposure to these matters remains heightened because of, among other things, the evolving nature of these threats, the current global economic and political environment, our prominent size and scale, the outsourcing of some of our business operations, the ongoing market shortage of qualified cybersecurity professionals, and the interconnectivity and interdependence of third parties to our systems. The techniques and sophistication used to conduct cybersecurity attacks and breaches, as well as the sources and targets of these attacks, change frequently and are often not recognized until such attacks are launched or have been in place for a period of time. Accordingly, our expenditures to prevent future cybersecurity attacks or breaches may not be successful.

The occurrence of a cybersecurity attack, breach, unauthorized access, misuse, computer virus, or other malicious code or other cybersecurity event could jeopardize or result in the unauthorized disclosure, gathering, monitoring, misuse, corruption, loss, or destruction of confidential and other information that belongs to us, our employees, our customers, our counterparties, or third-party service providers that is processed and stored in, and transmitted through, our computer systems and networks. The occurrence of such an event could also result in damage to our software, computers or systems, or otherwise cause interruptions or malfunctions in our counterparties’ or third parties’ operations. This could result in significant losses, loss of customers and business opportunities, reputational damage, litigation, regulatory fines, penalties or intervention, reimbursement or other compensatory costs, or otherwise adversely affect our business, financial condition or results of operations. Employee error, malfeasance, or other errors in the storage, use, or transmission of any such information could result in a disclosure of confidential information to third parties outside of our network. Any of these events could result in litigation and legal liability, harm to our reputation, loss of confidence in our ability to protect sensitive information, a distraction to our business, and the need to divert resources to remedy the issues, any of which could have a material adverse effect on our business.

We may be exposed to risks and costs associated with the loss of customer information that would cause us to incur unexpected expenses, loss of revenues, and reputational harm.

We collect customer data, including encrypted and tokenized credit card information, in our stores and online. For our sales channels to function successfully, we and third parties involved in processing customer transactions for us must be able to transmit confidential information, including credit card information, securely over public networks. While we have measures in place designed to prevent a breach or unauthorized use or disclosure of customer data and other sensitive personal information, we cannot guarantee that any of our security measures or the security measures of third parties with whom we work will effectively prevent others from obtaining unauthorized access to our customers’ information or other personally identifiable information. Further, the standards for systems currently used for transmission and approval of electronic payment transactions, and the technology utilized in electronic payment themselves, all of which can put electronic payment data at risk, are determined and controlled by the payment card industry, not by us. If someone is able to circumvent our data security measures or that of third parties with whom we do business, including our franchisees, he or she could destroy or steal valuable information or disrupt our operations. If such a breach were to occur, customers could lose confidence in our ability to secure their information and choose not to purchase from us. Any unauthorized use of or access to customer information could expose us to data loss or manipulation, litigation and legal liability, and could seriously disrupt operations, negatively impact our marketing capabilities, cause us to incur significant expenses to notify customers of the breach and for other remediation activities, and harm our reputation and brand, any of which could adversely affect our financial condition and results of operations.

In addition, state, federal, and foreign governments are increasingly enacting laws and regulations to protect consumers against identity theft and consumer privacy. Many of these laws and regulations are subject to uncertain application, interpretation or enforcement standards that could result in claims, changes to our business practices, data processing and security systems, penalties, increased operation costs or other impacts on our business. These laws and regulations will likely increase the costs of doing business, and if we fail to implement appropriate procedures, security measures, or detect and provide prompt notice of unauthorized access as required by some of these laws and regulations, we could be subject to potential claims for damages and other remedies, government enforcement actions, liability for monetary damages, fines and/or criminal prosecution, all of which could adversely affect our business and results of operations.

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FINANCIAL RISK FACTORS

We have, and will continue to have, significant lease obligations. We are subject to risks associated with leasing substantial amounts of space, including future increases in occupancy costs and the need to generate significant cash flow to meet our lease obligations.

We have, and will continue to have, significant lease obligations. We lease all of our store locations, our corporate offices, and our central distribution facility. We typically occupy our stores under operating leases with options to renew for additional multi-year periods. In the future, we may not be able to negotiate favorable lease terms for the most desired store locations. Our inability to do so may cause our occupancy costs to be higher in future years or may force us to close stores in desirable locations.

Some of our leases have early cancellation clauses, which permit the lease to be terminated by us or the landlord if certain sales levels are not met in specific periods or if the center does not meet specified occupancy standards. In addition to future minimum lease payments, some of our store leases provide for additional rental payments based on a percentage of net sales, or “percentage rent,” if sales at the respective stores exceed specified levels, as well as the payment of common area maintenance charges, real property insurance, energy costs, and real estate taxes. Many of our lease agreements have defined escalating rent provisions over the initial term and any extensions.

We depend on cash flow from operations to pay our lease expenses. If our business does not generate sufficient cash flow from operating activities to fund these expenses, due to continued decreases in mall traffic, the highly competitive retail environment, or other factors, we may not be able to service our lease expenses, which could materially harm our business. Furthermore, the significant cash flow required to satisfy our obligations under the leases increases our vulnerability to adverse changes in general economic, industry, and competitive conditions, and could limit our ability to fund working capital, incur indebtedness, and make capital expenditures or other investments in our business.

If an existing or future store is not profitable, and we decide to close it, we may nonetheless be committed to perform our obligations under the applicable lease including, among other things, paying the base rent for the balance of the lease term. Moreover, even if a lease has an early cancellation clause, we may not satisfy the contractual requirements for early cancellation under that lease. As of January 28, 2023, our minimum annual rental obligations under long-term lease arrangements for 2023 and 2024 were $209.1 million and $177.3 million, respectively. Our inability to enter into new leases or renew existing leases on terms acceptable to us or be released from our obligations under leases for stores that we close could materially adversely affect us.

The terms of our Amended Revolving Credit Facility may restrict our current and future operations, which could adversely affect our ability to respond to changes in our business and to manage our operations.

We are party to an Asset-Based Loan Credit Agreement ("Amended Revolving Credit Facility") that allows us to borrow up to $290.0 million, subject to certain terms and conditions contained in the agreement. As of January 28, 2023, we had $148.4 million available for borrowing under our Amended Revolving Credit Facility.

The terms of the Amended Revolving Credit Facility contains, and any agreements governing any future indebtedness may contain, financial restrictions on us and our ability to, among other things:

•place liens on our assets;

•make investments other than permitted investments;

•incur additional indebtedness;

•prepay certain indebtedness;

•merge, consolidate or dissolve;

•sell assets;

•engage in transactions with affiliates;

•change the nature of our business;

•hold cash above certain limits;

•change our fiscal year or organizational documents; and

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•make other restricted payments, including share repurchases and dividends.

In addition, we are required to maintain certain levels of Excess Availability as calculated in accordance with the Amended Revolving Credit Facility.

A failure by us to comply with the covenants, including the financial covenants, contained in the Amended Revolving Credit Facility could result in an event of default under such indebtedness, which could adversely affect our ability to respond to changes in our business and manage our operations. Upon the occurrence of an event of default, the lenders under our Amended Revolving Credit Facility could elect to declare all amounts outstanding to be due and payable and exercise other remedies as set forth in the agreements. There could be potentially significant negative consequences on our financial condition and results of operations as a result of our debt, including limitations on our ability to obtain additional debt or equity financing for working capital, capital expenditures, service line development, acquisitions and general corporate or other purposes, as well as limitations on our ability to execute business development and other activities to support our corporate strategies. See Note 7 to our Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for further information relating to our indebtedness.

If we are unable to maintain compliance with the covenants contained in our current credit facility or our inventory levels are reduced significantly, we may be unable to make additional borrowings on any undrawn amounts and may be required to repay our then outstanding debt under the facility.

Our liquidity position is, in part, dependent upon our ability to borrow under our Amended Revolving Credit Facility. The amount we are able to borrow is dependent on our inventory and receivable position. During the fourth quarter of 2022, we amended the existing $140.0 million Term Loan Credit Facility (the “Amended Term Loan Facility) and existing $250.0 million Asset-Based Revolving Credit Facility (the “2022 Amended Revolving Credit Facility”). The Amended Term Loan Facility refinanced the $90.0 million Term Loan Facility with a new $90.0 million Term Loan Facility and terminated the $50.0 million DDTL. The 2022 Amended Revolving Credit Facility increased the maximum revolver amount by $40.0 million to $290.0 million. Subsequent to the debt amendment transaction and prior to the closing of the fiscal year, we entered into the strategic partnership with WHP that provided $260.0 million in proceeds which we used to pay off (i) the remaining $90.0 million outstanding on our Term Loan and (ii) a portion of our Amended Revolving Credit Facility. Decreases in our inventory position or receivable balances could limit the amount we are able to borrow or could also cause us to violate our minimum excess availability covenant, in addition to other customary affirmative and negative covenants, including those which (subject to certain exceptions and dollar thresholds) limit our ability to incur debt; incur liens; make investments; engage in mergers, consolidations, liquidations or acquisitions; dispose of assets; make distributions on or repurchase equity securities; hold cash over certain limits; engage in transactions with affiliates; and prohibit us, with certain exceptions, from engaging in any line of business not related to our current line of business. A failure to comply with the covenants, including the financial covenants, under our credit facility could give rise to an event of default under the terms of the credit facility, allowing the lenders to refuse to lend additional available amounts to us and giving them the right to terminate the facility and accelerate repayment of any outstanding debt under the credit agreements.

We may recognize impairment on long-lived assets.

Our long-lived assets, primarily store assets and right of use assets, are subject to periodic testing for impairment. Store assets are reviewed using factors including, but not limited to, our future operating plans, current rental rates and projected future cash flows. Failure to achieve our future operating plans, our cost savings initiatives or generate sufficient levels of cash flow at our stores, in addition to significant negative industry or general economic trends and declining market rents, could result in impairment charges on long-lived assets, which could have a material adverse effect on our financial condition or results of operations.

REGULATORY AND LEGAL RISK FACTORS

There are claims made against us from time to time that can result in litigation or regulatory proceedings which could distract management from our business activities and result in significant liability.

We face the risk of litigation and other claims against us. Litigation and other claims arise in the ordinary course of our business and include commercial disputes, employment related claims, including wage and hour claims, intellectual property disputes, such as trademark, copyright, and patent infringement disputes, consumer protection and privacy matters, product-related allegations, and premises liability claims. See Note 12 to our Consolidated

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Financial Statements included elsewhere in this Annual Report on Form 10-K. The Company has been named as a defendant in four separate representative actions in the State of California – one of which has since settled – alleging violations of the California state wage and hour statutes and other labor standards.

Any claims could result in litigation against us and could also result in regulatory proceedings being brought against us by various federal and state agencies that regulate our business, including the United States Equal Employment Opportunity Commission, the Federal Trade Commission, or the Consumer Product Safety Commission. Often these cases raise complex factual and legal issues, which are subject to risks and uncertainties and could require significant management time and divert management attention away from our business operations. Litigation and other claims and regulatory proceedings against us could result in unexpected expenses, legal liability, and injunctions against us or restrictions placed upon us, which could disrupt our operations, preclude us from selling products, or otherwise have a material adverse effect on our operations, financial results, and reputation.

Changes in laws, including employment laws and laws related to our merchandise, could make conducting our business more expensive or otherwise change the way we do business.

We are subject to numerous laws and regulations, including labor and employment, product safety, customs, consumer protection, privacy, zoning laws and ordinances, intellectual property laws, and other laws that regulate retailers generally or govern the import and export of goods, advertising and promotions, the sale of merchandise, product content, and the operation of stores, our website, and warehouse facilities. If these regulations were to change or were violated by our management, employees, vendors, or buying agents, the costs of certain goods could increase, or we could experience delays in shipments of our goods, be subject to damages, fines or penalties, or suffer reputational harm, which could reduce demand for our merchandise and hurt our business and results of operations.

In addition to increased regulatory compliance requirements, changes in laws could make ordinary conduct of our business more expensive or require us to change the way we do business. For example, changes in federal and state minimum wage laws could continue to raise the wage requirements for certain of our employees. Other laws related to employee benefits and treatment of employees, including laws related to limitations on employee hours, work scheduling, supervisory status, leaves of absence, mandated health benefits, or overtime pay, could also negatively impact us, by increasing administrative compensation and benefits costs.

Additionally, concern over climate change is creating new or additional legislative and regulatory requirements to reduce or mitigate the effects of climate change on the environment, which could result in future tax, transportation, inventory and utility increases, which could have a material adverse effect our business. Moreover, changes in product safety or other consumer protection laws, privacy laws, environmental laws, and other regulations, could lead to increased compliance costs. It is often difficult for us to plan and prepare for potential changes to applicable laws and future compliance costs related to such changes could be material to us.

We may be unable to protect our trademarks or other intellectual property rights, may be precluded from using trademarks in certain countries, and may face claims from third parties for intellectual property infringement, any of which could harm our business.

We rely on certain trademark registrations and common law trademark rights to protect the distinctiveness of our brand. However, there can be no assurance that the actions we have taken to establish and protect our trademarks will be adequate to prevent imitation of our trademarks by others or to prevent others from claiming that sales of our products infringe, dilute, or otherwise violate third-party trademarks or other proprietary rights that could block sales of our products.

The laws of certain foreign countries may not protect the use of unregistered trademarks to the same extent as do the laws of the United States. As a result, international protection of our brand may be limited, and our right to use our trademarks outside the United States could be impaired. Other persons or entities may have rights to trademarks that contain portions of our marks or may have registered similar or competing marks for apparel and/or accessories in foreign countries. There may also be other prior registrations of trademarks identical or similar to our trademarks in other foreign countries. Accordingly, it may be possible for others to prevent the sale or manufacture of our branded goods or the operation of Express brick-and-mortar or online stores in certain foreign countries. Our inability to register our trademarks or purchase or license the right to use the relevant trademarks in these jurisdictions could limit our ability to penetrate new markets in jurisdictions outside the United States.

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Litigation may be necessary to protect and enforce our trademarks and other intellectual property rights, or to defend against claims by third parties alleging that we infringe, dilute, or otherwise violate third-party trademarks or other intellectual property rights. Any litigation or claims brought by or against us, whether with or without merit, and whether successful or not, could result in substantial costs and diversion of our resources, which could have a material adverse effect on our business, financial condition, results of operations, or cash flows. Any intellectual property litigation or claims against us could result in the loss or compromise of our intellectual property rights, could subject us to significant liabilities, require us to seek licenses on unfavorable terms, if available at all, prevent us from manufacturing or selling certain products, limit our ability to market or sell to our customers using certain methods or technologies, and/or require us to redesign or re-label our products or rename our brand, any of which could have a material adverse effect on our business, financial condition, results of operations, or cash flows.

Changes in tax law, tax requirements, results of tax audits, and other factors, including timing of tax refund receipts, may cause fluctuations in our effective tax rate and operating results.

We are subject to income tax in local, national, and international jurisdictions and we currently have significant income tax refunds that are receivable from the U.S. government based on provisions in the CARES Act. Any legislative changes to the CARES Act or significant delays in receiving our tax refund could adversely impact our financial position and results. In addition, our tax returns and other tax matters are subject to examination by the Internal Revenue Service ("IRS") and other tax authorities and governmental bodies. These examinations may challenge certain of our tax positions, such as the timing and amount of deductions and allocations of taxable income to various jurisdictions. The results of any tax audits could adversely affect our financial results. Furthermore, our effective tax rate in a given period may be materially impacted by changes in the mix and level of earnings by taxing jurisdiction and deductibility of stock based compensation.

Our products are subject to import and excise duties and/or sales or value-added taxes in many jurisdictions. Major changes in tax law, policy or trade relations, including but not limited to the foregoing, as well as the imposition of unilateral tariffs on imported products, could have a material adverse effect on our business, results of operations and liquidity.

If we fail to establish and maintain adequate internal controls over financial reporting, we may not be able to report our financial results in a timely and reliable manner, which could harm our business and impact the value of our securities.

We depend on our ability to produce accurate and timely financial statements in order to run our business. If we fail to do so, our business could be negatively affected and our independent registered public accounting firm may be unable to attest to the fair presentation of our Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K in accordance with U.S. generally accepted accounting principles (“GAAP”) and the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Effective internal controls are necessary for us to provide reliable financial reports and to effectively prevent fraud. If we cannot provide reliable financial reports and effectively prevent fraud, our reputation and operating results could be harmed. Even effective internal controls have inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. Therefore, even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. In addition, projections of any evaluation of effectiveness of internal control over financial reporting in future periods are subject to the risk that the control may become inadequate because of changes in conditions or a deterioration in the degree of compliance with the policies or procedures.

If we fail to maintain adequate internal controls, including any failure to implement new or improved controls, or if we experience difficulties in their execution, we could fail to meet our reporting obligations, and there could be a material adverse effect on our business and financial results. In the event that our current control practices deteriorate, we may be unable to accurately report our financial results or prevent fraud, and investor confidence and the market price of our stock may be adversely affected.

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STOCK OWNERSHIP RISK FACTORS

Our ability to pay dividends and repurchase shares is subject to restrictions in our Amended Revolving Credit Facility, results of operations, and capital requirements.

Any determination to pay dividends or repurchase additional shares in the future will be at the discretion of our Board of Directors and will depend upon our results of operations, our financial condition, restrictions imposed by applicable law, and other factors our Board of Directors deems relevant. Our ability to pay dividends on or repurchase our common stock is limited by the terms of the Amended Revolving Credit Facility and may be further restricted by the terms of any future debt or preferred securities. Additionally, because we are a holding company, our ability to pay dividends on our common stock or repurchase shares is limited by restrictions on the ability of our subsidiaries to pay dividends or make distributions to us, including restrictions under the terms of the Amended Revolving Credit Facility.

Anti-takeover provisions in our charter documents and Delaware law may discourage or delay acquisition attempts for us that our stockholders might consider favorable.

Our certificate of incorporation and bylaws contain provisions that may make the acquisition of the Company or a change in our management or Board of Directors more difficult without the approval of our Board of Directors. These provisions do the following:

•establish a classified Board of Directors so that not all members of our Board of Directors are elected at one time;

•authorize the issuance of undesignated preferred stock, the terms of which may be established, and the shares of which may be issued without stockholder approval, and which may include super voting, special approval, dividend, or other rights or preferences superior to the rights of the holders of common stock;

•prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders; and

•establish advance notice requirements for nominations for elections to our Board of Directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.

Our certificate of incorporation also contains a provision that provides us with protections similar to Section 203 of the Delaware General Corporation Law, that will prevent us from engaging in a business combination with a person who acquires at least 15% of our common stock for a period of 3 years from the date such person acquired such common stock, unless Board or stockholder approval is obtained prior to the acquisition. These anti-takeover provisions and other provisions under Delaware law could discourage, delay, or prevent a transaction involving a change in control of our company, even if doing so would benefit our stockholders. These provisions could also discourage proxy contests and make it more difficult for stockholders to elect directors of their choosing and to cause us to take other corporate actions desired by stockholders.

Our failure to regain compliance with the continued listing requirements of the NYSE, or any future failure to remain in compliance with those standards, could result in the delisting of our common stock, which could have an adverse impact on the trading, liquidity and market price of our common stock.

On March 28, 2023, we received notice from the NYSE that the average per share closing price of our common stock over the 30 consecutive trading-day period ended March 24, 2023 was below $1.00, which is one of the NYSE’s continued listing standards. The Company has until September 28, 2023 to regain compliance with the minimum price criteria or cure the deficiency, which may include, if necessary, effecting a reverse stock split, subject to approval by our Board of Directors and stockholders. We cannot assure you that the average closing price of our common stock will increase such that we will regain compliance with the NYSE’s continued listing standards during the six-month cure period; that, if necessary, we will obtain stockholder approval with respect to any means employed to increase the trading price of our common stock in order to cure the deficiency; or that we will remain in compliance with any of the NYSE’s other applicable continued listing standards. Our failure to regain compliance with the NYSE’s minimum price criteria within the applicable cure period could lead to suspension and delisting procedures. Further, public and investor perception of our ability to timely regain compliance with the NYSE’s continued listing standards or any future failure to remain in compliance with those standards, could have adverse consequences, including, among others, reducing the number of investors willing to hold or acquire our common stock, reducing the liquidity and market price of our common stock, adverse publicity and a reduced interest in us

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from investors, analysts and other market participants. In addition, a suspension or delisting could, among other things, impair our ability to raise additional capital through the public markets and our ability to attract and retain employees by means of equity compensation.

As a result of the extreme volatility of the market prices and trading volume that our shares of common stock have experienced, and may in the future again experience, purchasers of our common stock could incur substantial losses.

The extreme volatility of the market prices and trading volume that our shares of common stock have experienced, and may continue to experience in the future could cause purchasers of our common stock to incur substantial losses. Significant fluctuations in the market price of our common stock have been accompanied by reports of strong and atypical retail investor interest, including on social media and online forums. The market volatility and trading patterns we have experienced create several risks for investors, including the following:

•the market price of our common stock may experience rapid and substantial increases or decreases unrelated to our operating performance, financial condition or business prospects, or macro or industry fundamentals, and substantial increases may be significantly inconsistent with the risks and uncertainties that we continue to face;

•factors in the public trading market for our common stock may include the sentiment of retail investors (including as may be expressed on financial trading and other social media sites and online forums), the direct access by retail investors to broadly available trading platforms, the amount and status of short interest in our securities, access to margin debt, trading in options and other derivatives on our common stock and any related hedging and other trading factors;

•our market capitalization, as implied by various trading prices, has reflected valuations that diverge significantly from those seen prior to volatility experienced in the past and that are significantly higher than our market capitalization immediately prior to such volatility, and to the extent these valuations reflect trading dynamics unrelated to our financial performance or business prospects, purchasers of our common stock could incur substantial losses if there are declines in market prices driven by a return to earlier valuations;

•to the extent volatility in our common stock is caused by a “short squeeze” in which coordinated trading activity causes a spike in the market price of our common stock as traders with a short position make market purchases to avoid or to mitigate potential losses, investors may purchase at inflated prices unrelated to our financial performance or prospects, and may thereafter suffer substantial losses as prices decline once the level of short-covering purchases has abated;

•if the market price of our common stock declines, you may be unable to resell your shares at or above the price at which you acquired them. We cannot assure you that the equity issuance of our common stock will not fluctuate or decline significantly in the future, in which case you could incur substantial losses.

We may continue to incur rapid and substantial increases or decreases in our stock price in the foreseeable future that may not coincide in timing with the disclosure of news or developments by or affecting us. Accordingly, the market price of our shares of common stock may fluctuate dramatically, and may decline rapidly, regardless of any developments in our business.

Overall, there are various factors, many of which are beyond our control, that could negatively affect the market price of our common stock or result in fluctuations in the price or trading volume of our common stock, including: (1) actual or anticipated variations in our annual or quarterly results of operations, including our earnings estimates and whether we meet market expectations with regard to our earnings; (2) our current inability to pay dividends or other distributions; (3) publication of research reports by analysts or others about us or the specialty retail industry, which may be unfavorable, inaccurate, inconsistent or not disseminated on a regular basis; (4) changes in market interest rates that may cause purchasers of our shares to demand a different yield; (5) changes in market valuations of similar companies; (6) market reaction to any additional equity, debt or other securities that we may issue in the future, and which may or may not dilute the holdings of our existing stockholders; (7) additions or departures of key personnel; (8) actions by institutional or significant stockholders; (9) short interest in our stock and the market response to such short interest; (10) the dramatic increase in the number of individual holders of our stock and their participation in social media platforms targeted at speculative investing; (11) speculation in the press or investment community about our company or industry; (12) strategic actions by us or our competitors, such as acquisitions or other investments; (13) legislative, administrative, regulatory or other actions affecting our business, our industry, including positions taken by the IRS; (14) investigations, proceedings, or litigation that involve or affect us; (15) the

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occurrence of any of the other risk factors included or incorporated by reference in this prospectus supplement; and (16) general market and economic conditions.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

~~None~~Not applicable.

ITEM 1C. CYBERSECURITY.

Except as otherwise specifically stated therein, the description of the Company’s cybersecurity risk management program set forth is as of February 3, 2024 (the last day of the Company’s 2023 fiscal year), which was prior to the completion of the Sale Transaction. Although our Board of Directors (the “Board”) still oversees cybersecurity risks, due to limited resources and personnel following the Sale Transaction, we currently no longer have in place the cybersecurity risk management program and governance structure described below, which may make us susceptible to heightened cybersecurity risks.

RISK MANAGEMENT AND STRATEGY

Cybersecurity risk management is an integral part of our enterprise risk management strategy, which is overseen by the Board. Cybersecurity is critical to maintaining the trust of our customers and business partners, and we are committed to protecting our and their confidential and sensitive information and to mitigating cybersecurity risks that impact our systems and networks. In order to respond to the threat of security breaches and cyberattacks, we have developed a program, overseen by our Chief Technology Officer, that is designed to assess, identify, and manage material risks from cybersecurity threats. Our information security program is focused on protecting and preserving the confidentiality, integrity and continued availability of all information owned by, or in the care of, the Company.

This program includes an incident response plan that provides controls and procedures for timely and accurate reporting of any material cybersecurity incident. We periodically conduct cross-functional tabletop training exercises to rehearse our response to cyber-related breach incidents or other major security events. We also mandate information security awareness training for all employees, along with testing employee readiness through phishing simulations and providing periodic security information updates.

We regularly perform evaluations of our information security program and continue to invest in our capabilities to keep our customers, partners, suppliers and information assets in our possession safe. Although we employ service provider due diligence and onboarding procedures to identify potential cybersecurity risk, our ability to monitor the cybersecurity practices of our service providers is limited and there can be no assurance that we can prevent or mitigate the risk of any compromise or failure in the information system, software, networks and other assets owned or controlled by our vendors.

GOVERNANCE

The Board oversees our information security program. The Audit Committee of the Board (the "Audit Committee"), which is tasked with oversight of certain risk issues, including cybersecurity, receives reports from the Chief Technology Officer throughout the year. The Board and the Audit Committee also receive updates about the results of readiness assessments led by outside advisors who provide a third-party independent assessment of our technical program and our internal response preparedness. The Audit Committee regularly briefs the full Board on these matters, and the full Board also receives periodic briefings on cybersecurity threats to enhance our directors’ literacy on security issues.

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Our Chief Technology Officer is responsible for developing and executing our information security program. The Chief Technology Officer partners with key corporate functions for the purpose of identifying, considering and assessing material cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential cybersecurity risks are monitored, implementing appropriate mitigation measures, reporting cybersecurity breaches and other information security incidents, and maintaining our information security program. The Chief Technology Officer has more than a decade of information technology leadership experience, including responsibility for cybersecurity matters. Our information security team, reporting to the Chief Technology Officer, have appropriate cybersecurity experience and education, including CISSP and CompTIA certifications. Our management team receives regular updates on our cybersecurity posture and reviews detailed information about our cybersecurity preparedness. At least quarterly, management provides the Board and the Audit Committee with updates about our cybersecurity and related risk exposures, our policies and procedures to mitigate such exposures and the status of projects to strengthen our information security infrastructure and program maturity and defend against and respond to cybersecurity threats.

ITEM 2. PROPERTIES.

HOME OFFICE, DISTRIBUTION CENTER, DESIGN STUDIO AND PHOTO STUDIO

~~The~~As lease for our corporate headquarters in Columbus, Ohio and the lease for our distribution facility in Columbus, Ohio are both scheduled to terminate in January 2026. Either lease may be terminated by either party upon 36 months prior notice provided that the lease term may not end between the months of ~~October and~~ February. ~~Termination~~3, ~~of either lease will cause the termination of the other lease as well.~~2024

~~The~~As ~~lease~~of ~~for~~February ~~our~~3, ~~design~~2024, ~~offices~~all ~~in New York City expires in July 2026. The lease~~ of our ~~photo~~589 ~~studio~~stores inwere ~~downtown~~leased ~~Columbus,~~from ~~Ohio~~third ~~expires in December 2024~~parties.

~~STORES~~As of February 3, 2024, the lease for our corporate headquarters in Columbus, Ohio, the lease for our distribution facility in Columbus, Ohio, and the lease for our design offices in New York City were set to expire in January 2031. As of February 3, 2024, the lease for our photo studio in downtown Columbus, Ohio was set to expire in December 2024.

~~All~~Impact of ~~our~~Chapter ~~553~~11 ~~stores~~Cases ~~are~~and ~~leased~~Sale ~~from third parties. See "Item 1. Business - Stores" for further information on the locations of our stores.~~Transaction

WeEffective ~~may~~May ~~from~~31, ~~time~~2024, the Debtors provided notice of and completed rejection of 17 unexpired leases in accordance with the procedures approved by the Bankruptcy Court. On August 19, 2024, the Bankruptcy Court extended the deadline for the Debtors to ~~time~~assume, ~~lease~~assume ~~new~~and ~~facilities~~assign, or ~~vacate~~reject ~~existing~~unexpired ~~facilities~~leases asto ~~our~~November ~~operations require~~18, ~~including~~2024. An additional 101 unexpired leases were rejected in accordance with the procedures approved by the Bankruptcy Court. In connection with ~~opening~~the ~~new~~Sale Transaction, approximately 403 leases for Express stores, 50 leases for Bonobos stores and the lease for our corporate headquarters in Columbus, Ohio, were assigned to and assumed by the purchaser. Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Chapter 11 Cases” and Note 14 to our Consolidated Financial Statements included elsewhere in this Form 10-K for further discussion regarding the acquisition.

ITEM 3. LEGAL PROCEEDINGS.

~~Information~~The ~~relating~~information toset ~~legal~~forth ~~proceedings~~under isPart ~~set~~II, ~~forth~~Item in7 ~~Note~~“Management’s 12Discussion toand ~~our~~Analysis ~~Consolidated~~of Financial ~~Statements~~Condition and Results of Operations” included elsewhere in this ~~Annual Report on~~ Form 10-K, ~~and~~ is incorporated ~~herein~~into this Item 3 by reference.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

~~EXPRESS~~EXP OldCo Winddown, ~~INC~~Inc. | ~~2022~~2023 ~~Form~~FORM 10-K | 2910

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

~~Our~~MARKET common stock trades on the NYSE under the symbol "EXPR". As of February 25, 2023, there were approximately 31 holders of record of our common stock. The number of holders of record is based upon the actual number of holders registered at such date and does not include holders of shares in “street name,” or persons, partnerships, associates, corporations, or other entities identified in security position listings maintained by depositories.INFORMATION

Previously, our Common Stock was traded on the New York Stock Exchange (“NYSE”) under the symbol “EXPR.”

On March 6, 2024, the NYSE notified the Company, and publicly announced, that it had determined to commence proceedings to delist our Common Stock as a result of the Company’s non-compliance with Rule 802.01B of the NYSE Listed Company Manual which requires listed companies to maintain an average global market capitalization of at least $15 million over a period of 30 consecutive trading days. Trading in the Common Stock on the NYSE was suspended after market close on March 6, 2024.

On March 14, 2024, the NYSE filed its notification of removal from listing (Form 25) with the SEC.

The Company’s Common Stock currently trades on the OTC Pink Open Market under the symbol “EXPR.Q”. The OTC Pink Open Market is an inter-dealer quotation system. Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

HOLDERS

As of December 30, 2024, there were 64 holders of record of our Common Stock. The number of holders of record is based upon the actual number of holders registered at such date and does not include holders of shares in “street name,” or persons, partnerships, associates, corporations, or other entities identified in security position listings maintained by depositories.

DIVIDENDS

WeNo ~~did not pay any~~ dividends inwere ~~2022~~paid ~~or 2021. Our ability to pay dividends is restricted~~ by the ~~terms~~Company ~~of our Amended Revolving Credit Facility. Any future determination to pay dividends will be made at the discretion of our Board of Directors and will depend~~ on ~~our~~its ~~results~~Common ofStock ~~operations, restrictions contained~~ in ~~our~~2023 ~~Amended Revolving Credit Facility~~ or ~~future financing arrangements~~2022, and ~~other factors as deemed relevant. For more information about~~ the ~~restrictions~~Company inwill ~~our~~not ~~Amended~~pay ~~Revolving~~any ~~Credit~~cash ~~Facility,~~dividends ~~see~~on ~~Note~~its 7Common toStock ~~our Consolidated Financial Statements included elsewhere~~ in ~~this~~the ~~Annual Report on Form 10-K~~future.

SHARE REPURCHASES

The following table provides information regarding the purchase of shares of our ~~common~~Common ~~stock~~Stock made by or on behalf of us or any "affiliated purchaser" as defined in Rule 10b-18(a)(3) under the Exchange Act ~~of 1934,~~ during each month of the quarterly period ended ~~January~~February 283, ~~2023~~2024:

Month	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet be Purchased under the Plans or Programs (2)
	(in thousands, except per share amounts)
October 30, 2022 - November 26, 2022	1	$	1.35	—	$	34,215
October 29, 2023 - November 25, 2023	—	$	—	—	$	34,215
November 27, 2022 - December 31, 2022	5	$	1.09	—	$	34,215
November 26, 2023 - December 30, 2023	—	$	—	—	$	34,215
January 1, 2023 - January 28, 2023	5	$	1.09	—	$	34,215
December 31, 2023 - February 3, 2024	0.2	$	8.01	—	$	34,215
Total	110.2			—

1.Represents shares purchased in connection with employee tax withholding obligations under the Second Amended and Restated Express, Inc. 2018 Incentive Compensation Plan ~~(the “2018 Plan”)~~. ~~Refer to Note 9 of our Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for further details of the 2018 Plan.~~

~~2.On~~EXP ~~November~~OldCo 28Winddown, ~~2017, the Board approved a share repurchase program that authorized the Company to repurchase up to $150~~Inc.0 ~~million~~| of2023 ~~the~~FORM ~~Company’s outstanding common stock using available cash. The Company may repurchase shares on the open market, including through Rule 10b5~~10-1K ~~plans,~~| in privately negotiated transactions, through block purchases, or otherwise in compliance with applicable laws, including Rule 10b-18 of the Exchange Act of 1934. The timing and amount of stock repurchases will depend on a variety of factors, including business and market conditions as well as corporate and regulatory considerations. The share repurchase program may be suspended, modified, or discontinued at any time, and the Company has no obligation to repurchase any amount of its common stock under the program.11

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~~PERFORMANCE~~2.On ~~GRAPH~~November 30, 2017, the Company announced that the Board approved a share repurchase program that authorized the Company to repurchase up to $150.0 million of the Company’s outstanding Common Stock using available cash. The program provided for the repurchase of shares on the open market, including through Rule 10b5-1 plans, in privately negotiated transactions, through block purchases, or otherwise in compliance with applicable laws, including Rule 10b-18 of the Exchange Act. In connection with the Chapter 11 Cases, the Company’s share repurchase program was suspended indefinitely.

The following graph compares the changes in the cumulative total return to holders of our common stock with that of the S&P 500 Index and the Dow Jones U.S. Apparel Retailers Index for the same period. The comparison of the cumulative total returns for each investment assumes that $100 was invested in our common stock and the respective indexes on February 3, 2018 and includes reinvestment of all dividends. The plotted points are based on the closing price on the last trading day of each fiscal year.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN

	2/3/18		2/2/19		2/1/20		1/30/21		1/29/22		1/28/23
Express, Inc.	$	100.00	$	79.40	$	60.30	$	90.23	$	43.61	$	16.99
S&P 500 Index	$	100.00	$	97.99	$	116.78	$	134.47	$	160.45	$	147.37
Dow Jones U.S. Apparel Retailers Index	$	100.00	$	108.40	$	120.16	$	127.64	$	137.91	$	149.71

The Performance Graph in this Item 5 shall not be deemed "soliciting material" or "filed" with the SEC or subject to Regulation 14A or 14C under the Exchange Act of 1934 or to the liabilities of Section 18 of the Exchange Act of 1934 and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act of 1934, except to the extent we specifically incorporate it by reference into such a filing.

ITEM 6. [RESERVED]

~~EXPRESS~~EXP OldCo Winddown, ~~INC~~Inc. | ~~2022~~2023 ~~Form~~FORM 10-K | 3112

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity and cash flows of the Company as of and for the periods presented below. The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and the related Notes included elsewhere in this ~~Annual Report on~~ Form 10-K. This discussion contains forward-looking statements that are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this ~~Annual Report on~~ Form 10-K~~, particularly in the section entitled “Risk Factors~~.” All references herein to "~~2022~~2023" and "~~2021~~2022" refer to the 5253-week ~~periods~~period ended ~~January~~February 283, ~~2023~~2024 and the 52-week period ended January 2928, ~~2022~~2023, respectively.

This section of this Annual Report on Form 10-K generally discusses 2022 and 2021 items and year-to-year comparisons between 2022 and 2021. Discussions of 2020 items and year-to-year comparisons between 2021 and 2020 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2022, which was filed with the Securities and Exchange Commission on March 24, 2022.

Our management's discussion and analysis of financial condition and results of operations is presented in the following sections:

			Page
Overview			32
Chapter 11 Cases			13
Business Trends			32
Overview			14
Financial Details for 2022			33
Financial Details for 2023			16
Fourth Quarter Update & Outlook			33
How We Assess the Performance of Our Business			16
How We Assess the Performance of Our Business			34
Results of Operations			19
Fiscal Year Comparison			37
Liquidity and Capital Resources			22
Liquidity and Capital Resources			41
Critical Accounting Estimates			27
Critical Accounting Estimates			44

CHAPTER 11 CASES

On April 22, 2024, the Company and certain of its direct and indirect subsidiaries (then known as Express Topco LLC; Express Holding, LLC; Express Finance Corp.; Express LLC; Express Fashion Investments, LLC; Express Fashion Logistics, LLC; Express Fashion Operations, LLC.; Express GC, LCC; Express BNBS Fashion, LLC; UW, LLC; and Express Fashion Digital Services Costa Rica, S.R.L. collectively, the “Debtors”) filed voluntary petitions to commence proceedings under chapter 11 (the “Chapter 11 Cases”) of title 11 of the United States Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Chapter 11 Cases are being jointly administered under the caption “In re: Express, Inc., et al.” (Case No. 24-10831).

Through the Chapter 11 process, the Debtors sought to implement a going-concern sale transaction. On April 21, 2024, the Company received a non-binding letter of intent from a consortium led by WHP Global and affiliates of the Company’s two most significant landlords, Simon Property Group, L.P. and Brookfield properties (the “Phoenix JV”) for the potential acquisition of a substantial portion of the Company’s assets and the assumption of leases on a minimum of 280 stores for aggregate cash consideration in the amount of $10.0 million plus 100% of the net orderly liquidation value of acquired merchandise, in addition to the assumption of the applicable liabilities. On May 22, 2024, the Debtors entered into an asset purchase agreement (the “Purchase Agreement”) with the Phoenix JV. The Purchase Agreement provided for a total purchase price of approximately $172.0 million, consisting of approximately $134.0 million in cash consideration and $38.0 million of assumed liabilities. On June 14, 2024, the Bankruptcy Court entered an order approving the Purchase Agreement and the sale contemplated thereby (the “Sale Transaction”). The Sale Transaction was successfully consummated on June 21, 2024. Pursuant to the Sale Transaction, 403 leases for Express stores, 50 leases for Bonobos stores and the lease for the Company’s corporate headquarters in Columbus, Ohio, were assigned to and assumed by the Phoenix JV.

Additionally through the Chapter 11 process, the Debtors provided notice of and completed rejection of 118 unexpired leases in accordance with the procedures approved by the Bankruptcy Court.

On July 10, 2024, the ability for persons or entities (other than governmental units) to file proofs of claim in the Chapter 11 Cases expired.

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On August 7, 2024, the Bankruptcy Court entered an order extending the Debtor’s exclusivity period to file a Chapter 11 Plan to November 19, 2024 and their solicitation of acceptances thereof to January 20, 2025.

On December 17, 2024, the Bankruptcy Court confirmed the Plan. Pursuant to the Plan, proceeds from the Sale Transaction and the Debtors’ remaining assets will be distributed to eligible claim holders, in order of priority, after which each of the Debtors’ estates will be wound down. The Company anticipates that the Plan will go effective on or about December 31, 2024. As of the date of this Form 10-K, the Company and the other Debtors no longer have any operations, other than those relating to the wind-down process provided in the Plan.

Debtor-in-Possession Financing

In order to administer the Chapter 11 Cases, operate the Debtors’ business in the ordinary course and facilitate the marketing and consummation of the Sale Transaction, the Company obtained $214.0 million of post-petition debtor-in-possession financing (the “DIP Facilities”), consisting of (a) a new money single draw term loan in the amount of $25.0 million (the “Second Lien New Money DIP Term Loans”) and (b) a roll-up of (i) certain secured prepetition obligations under the Asset-Based Term Loan Agreement, dated as of September 5, 2023 (the “FILO Term Loan Agreement”) in the amount of $63.0 million (the “Second Lien DIP Term Roll-Up Loans”), and (ii) certain secured prepetition obligations under the asset-based loan credit agreement, dated as of May 20, 2015 (as amended, the “ABL Credit Agreement”) in the amount of $126.0 million (the “First Lien DIP ABL Roll-Up Loans”).

The relief granted by the Bankruptcy Court in its order on June 6, 2024 approving the final DIP Facilities (the “Final DIP Order”) also included granting certain adequate protections to the Debtors’ prepetition secured lenders and agents, which are intended to protect their interests in collateral securing their prepetition claims against the Debtors from any diminution in value.

Refer to Note 8 in our Consolidated Financial Statements included elsewhere in this Form 10-K for further discussion.

Litigation

Pursuant to Section 362 of the Bankruptcy Code, the filing of the Chapter 11 Cases automatically stayed most actions against the applicable debtor, including actions to collect indebtedness, including interest payments, incurred prior to the Petition Date or to exercise control over the applicable debtor’s property. Subject to certain exceptions under the Bankruptcy Code, the filing of the Chapter 11 Cases also automatically stayed the continuation of most legal proceedings or the filing of other actions against or on behalf of the applicable debtor or its property to recover on, collect or secure a claim arising prior to the Petition Date or to exercise control over property of the applicable debtor’s bankruptcy estate, unless and until the Bankruptcy Court modifies or lifts the automatic stay as to any such claim. Notwithstanding the general application of the automatic stay described above, governmental authorities may determine to continue actions brought under their police and regulatory powers. Absent an order from the Bankruptcy Court, substantially all of the Debtors’ pre-petition liabilities are subject to settlement under the Bankruptcy Code.

The Chapter 11 Cases and the Sale Transaction are subsequent events that occurred after the periods for which the financial information herein is presented. Thus, the description of the Company’s business and financial information included in this management’s discussion and analysis of financial condition and results of operations reflects the Company’s business as previously operated as of February 3, 2024, prior to the filing of the Chapter 11 Cases on April 22, 2024 and prior to giving effect to the completion of the Sale Transaction on June 21, 2024.

OVERVIEW

Express ispreviously aoperated ~~fashion~~as ~~retail~~a ~~company~~multi-brand ~~whose~~fashion ~~business~~retailer ~~includes~~with an omnichannel ~~operating~~ platform, including both physical and online stores~~, and a multi-brand portfolio that includes Express and UpWest~~. ~~The~~Its ~~Express~~two brand-based ~~launched~~operating insegments ~~1980~~were ~~with the idea that style~~Express, ~~quality~~which ~~and~~included ~~value should all be found in one place. Today, Express is a brand with a purpose - We Create Confidence. We Inspire Self-Expression. - powered by a styling community.~~ UpWest ~~launched in 2019 with a purpose to Provide Comfort for People & Planet. We operate 553 retail and factory outlet stores in the United States and Puerto Rico~~, ~~the express.com online store~~ and ~~the Express mobile app~~Bonobos.

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As of February 3, 2024, we operated 589 stores in the United States and Puerto Rico, the express.com online store, the Express mobile app, the bonobos.com online store and the upwest.com online store.


Brand						Description
Express						Grounded in a belief that style, quality and value should all be found in one place, Express is a brand with a purpose - We Create Confidence. We Inspire Self-Expression. - powered by a styling community.
UpWest						UpWest is an apparel, accessories and home goods brand with a purpose to provide comfort for people and planet.
Bonobos						Bonobos is a menswear brand known for exceptional fit and an innovative retail model.

Bonobos Acquisition

On May 23, 2023, we completed the acquisition of the operating assets of Bonobos.

Refer to Note 5 to our Consolidated Financial Statements included elsewhere in this Form 10-K for further discussion regarding the acquisition.

WHP Strategic Partnership

On ~~December~~January 825, ~~2022~~2023, we ~~entered~~closed ~~into~~the a strategic partnership transaction with WHP, a leading global brand management firm. ~~The~~Pursuant ~~mutually~~to ~~transformative~~the ~~strategic partnership~~transaction, ~~which~~WHP ~~was~~acquired ~~completed~~5.4 onmillion ~~January~~newly ~~25,~~issued ~~2023,~~shares ~~advances~~of our ~~omnichannel~~Common ~~platform~~Stock, ~~which~~at isa ~~expected~~purchase toprice ~~drive~~of ~~accelerated~~$4.60 per share, ~~long-term~~or ~~growth~~$25.0 ~~through~~million in the ~~acquisition~~aggregate, ~~and~~representing ~~operation~~approximately 7.4% of our outstanding shares of Common Stock, on a ~~portfolio~~pro forma basis, as of ~~brands~~the closing of the transaction. The Company and WHP also formed ~~EXP~~a ~~Topco,~~Joint ~~LLC~~Venture valued at approximately $400.0 million, with WHP committing $235.0 million to the Joint Venture, ~~intended~~for to60% ~~scale~~ownership of the ~~Express~~Joint ~~brand~~Venture ~~through~~and ~~new~~the ~~domestic~~Company ~~category~~contributing ~~licensing~~certain ~~and~~intellectual ~~international~~property ~~expansion~~in ~~opportunities~~exchange for 40% ownership of the Joint Venture. Refer to Note 4 to our Consolidated Financial Statements included elsewhere in this ~~Annual~~Form ~~Report~~10-K for further discussion regarding the WHP strategic partnership.

~~BUSINESS~~1-for-20 ~~TRENDS~~Reverse Stock Split

~~Dating~~On ~~back~~August to14, 2023, our Board approved the ~~onset~~implementation of ~~the~~a ~~COVID~~1-19for-20 ~~pandemic~~reverse ofstock ~~2020,~~split of our ~~business~~Common ~~operations~~Stock, and ~~financial~~a ~~performance~~corresponding ~~have~~proportional ~~been~~reduction ~~materially~~in ~~impacted~~the number of authorized shares of Common Stock. ~~Due~~The toreverse ~~the~~stock ~~continued~~split ~~evolution~~was ofeffected after market close on August 30, 2023 (the ~~pandemic~~“Effective Date”), weand ~~continue~~shares toof ~~see~~Common ~~certain~~Stock began trading on a split-adjusted basis as of market open on August 31, 2023.

~~EXPRESS~~All shares of Common Stock, ~~INC~~stock option awards and per share amounts contained in the Consolidated Financial Statements have been retroactively adjusted to reflect the 1-for-20 reverse stock split. |Refer ~~2022~~to Note 9 to our Consolidated Financial Statements included elsewhere in this Form 10-K |for 32further discussion regarding the reverse stock split.

Management's Assessment of Going Concern

Management has concluded that the Debtors’ need to implement a chapter 11 restructuring plan and the costs, risks and uncertainties surrounding the Chapter 11 Cases raise substantial doubt about the Company’s ability to continue as a going concern for 12 months following the issuance of the financial statements.

Expense Reduction Initiatives

During 2023, we conducted a comprehensive review of our business model to identify actions expected to further meaningfully reduce pre-tax costs and enable a more efficient and effective organization and have engaged external advisors to assist in this effort.

During 2023, management was focused on improving its results of operations, operating cash flows and liquidity through expense reduction initiatives and developed contingency plans.

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~~disruptions~~FINANCIAL ~~and~~DETAILS ~~volatility~~FOR 2023 •Consolidated net sales decreased 0.5% to $1.85 billion, including $152.2 million of Bonobos net sales, from $1.86 billion in ~~our~~2022 ~~business~~•The 53rd week added approximately $21.8 Wemillion ~~cannot~~to ~~reasonably~~net ~~estimate~~sales ~~the~~for ~~extent~~2023 •Consolidated comparable sales decreased 9% compared to ~~which~~2022 ~~our~~•Comparable ~~business~~retail ~~will~~sales ~~continue~~(includes both retail stores and eCommerce sales) decreased 7% compared to be2022 ~~affected~~•Comparable byoutlet ~~the~~sales ~~COVID-19~~decreased ~~pandemic~~14% compared to 2022 •Consolidated gross margin was 21.6% of net sales compared to 28.4% of net sales in 2022, a decrease of approximately 680 basis points •Consolidated operating loss was $162.0 million compared to $67.5 million in 2022 •Consolidated net loss was $208.5 million, or a loss of $55.89 per diluted share, compared to net income of $293.8 million, or $85.1 per diluted share, in 2022, which reflected the gain on the transaction with WHP

~~Additionally,~~HOW ~~challenging~~WE ~~macroeconomic~~ASSESSED ~~conditions~~THE ~~due~~PERFORMANCE toOF ~~inflation,~~OUR rising interest rates, fears of a potential recession and recent geopolitical conditions, including impacts from the ongoing conflict between Russia and Ukraine and increased tensions between China and Taiwan, have all contributed to disruptions and rising costs to global supply chains. Our ability to continue to replenish our inventory to meet continued levels of consumer demand could be impacted by further delays or disruptions. We expect these impacts to continue for as long as the global supply chain is experiencing these challenges. For additional information regarding risks related to the COVID-19 pandemic and these related operational and industry risks, see “Item 1A. Risk Factors: Operational and Industry Risk Factors”.BUSINESS

~~FINANCIAL~~In ~~DETAILS~~assessing ~~FOR~~the ~~2022~~performance ~~•Net~~of ~~sales~~our ~~decreased~~business, towe ~~$1.9~~considered ~~billion~~a ~~•Comparable~~variety ~~sales~~of ~~were~~performance ~~flat~~and ~~•Comparable~~financial ~~retail~~measures. ~~sales~~These ~~(includes~~key ~~both~~measures ~~retail~~included ~~stores~~net ~~and eCommerce~~ sales), ~~decreased~~comparable ~~2% •Comparable outlet~~ sales, ~~increased~~eCommerce 4%demand, ~~•Gross~~transactions, ~~margin~~cost ~~percentage decreased 150 basis points to 28.4% •Operating income decreased $68.3 million to an operating loss~~ of ~~$67.5~~goods ~~million~~sold, ~~•Net~~buying ~~loss~~and ~~decreased~~occupancy ~~$308.3~~costs, ~~million~~gross toprofit/gross ~~net~~margin, ~~income~~and ofselling, ~~$293.8~~general, ~~million~~and ~~reflecting~~administrative ~~the gain on the transaction with WHP •Diluted earnings per share increased $4~~expenses.47 toThe ~~$4.25~~following ~~reflecting~~table ~~the~~describes ~~gain~~and ondiscusses ~~the~~these ~~transaction with WHP~~measures.

~~FOURTH~~Net ~~QUARTER~~Sales ~~UPDATE~~Description &Revenue ~~OUTLOOK~~from the sale of merchandise, less returns and discounts, as well as shipping and handling revenue related to eCommerce, revenue from the rental of our LED sign in Times Square, gift card breakage and revenue earned from our private label credit card agreement. Discussion Our business is seasonal, and we historically realized a higher portion of our net sales in the third and fourth quarters, due primarily to the impact of the holiday season. Generally, approximately 45% of our annual net sales occurred in the Spring season (first and second quarters) and 55% occurred in the Fall season (third and fourth quarters).

~~The~~Comparable ~~following~~Sales ~~defines~~Description ~~each~~Comparable ~~pillar~~sales is a measure of the ~~EXPRESSway~~amount ~~Forward~~of ~~strategy~~sales generated in a period relative to the amount of sales generated in the comparable prior year period. Comparable sales for 2023 was calculated using the 53-week period ended February 3, 2024 as compared to the 53-week period ended February 4, 2023.Comparable retail sales includes:•Sales from retail stores that were open 12 months or more as of the end of the reporting period•eCommerce shipped salesComparable outlet sales includes:•Sales from outlet stores that were open 12 months or more as of the end of the reporting period, including conversionsComparable sales excludes:•Sales from stores where the square footage has changed by more than 20% due to remodel or relocation activity•Sales from stores in a phased remodel where a portion of the store is under construction and therefore not productive selling space•Sales from stores where the store cannot open due to weather damage or other catastrophes, including pandemics Discussion Our business and our comparable sales were subject, at certain times, to calendar shifts, which may occur during key selling periods close to holidays such as Easter, Thanksgiving, and Christmas, and regional fluctuations for events such as sales tax holidays. We believe comparable sales provides ana ~~update~~useful onmeasure ~~each~~for ~~priority:~~investors by removing the impact of new stores and closed stores. Management considers comparable sales a useful measure in evaluating continuing store performance.

~~PRODUCT~~EXP ~~BRAND~~OldCo ~~CUSTOMER~~Winddown, ~~EXECUTION~~Inc. | 2023 FORM 10-K | 16

Product

We set out to bring greater balance and versatility to our assortments reflecting a more modern approach to building a wardrobe. Our Express Edit design and merchandising philosophy is working. We offer modern, versatile, high quality fashion at an appealing price point and continue to gain market share in some the most significant volume-driving categories.

We saw continued strength in our men’s business with comparable sales growth across most categories in the fourth quarter of 2022. However, our women’s business was impacted by the soft demand environment that became more competitive, and much more promotional, as the back half of the year progressed.

Brand

Express is transforming from being known as a store in the mall to a brand with a purpose, powered by a styling community. We have created a compelling brand purpose: “We create confidence. We inspire self-expression. And we do it by editing the best of now for real life versatility.”

Our transformative strategic partnership with WHP begins a bold, new chapter for us. As part of the transaction, we received $260.0 million of capital, including a $235.0 million investment by WHP in the Joint Venture and a $25.0 million common equity investment from WHP. We believe this investment strategically and financially repositioned our Company. As we move forward, we will focus on three things. First, achieving profitable growth in our core Express business. Second, optimizing our omnichannel platform to create synergies and drive efficiencies across a portfolio of brands. And third, accelerating our growth and profitability in partnership with WHP by scaling the Express brand through category and international licensing and integrating and operating additional brands on our platform.

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The Express styling community is an authentic way to bring our brand purpose to life. Members of the Express styling community - customers, associates, Style Editors, content creators, influencers, and brand partners - interact with each other in the physical and digital worlds. Building, activating, and amplifying this styling community is one of our key 2023 priorities.

Our stores are the place where our community comes together. We host in-store events and simultaneously stream some of them online. These events broaden the reach of our brand purpose through the participants’ social media and drive video views across all social platforms. During 2022, we featured store associates and Style Editors in our brand campaign for the first time and delivered some of our best performing social media content to date. We are reimagining the customer experience through a pilot program in select stores, and renovating and refreshing a number of stores to elevate the customer experience and present a more consistent brand identity across the fleet.

Customer

We are successfully engaging existing customers and acquiring new ones. Our Express Insider loyalty program continues to operate with the highest number of active loyalty members in our history.

Execution

Execution is the through line across all of our Product, Brand, and Customer strategies that will drive our operating model.

We continue to invest in our eCommerce channel. We introduced enhancements to our online checkout process, improved our buy-online-pick-up-in-store experience and in the coming months we will enhance personalization and make the checkout experience more streamlined.

Our new Express Edit stores continue to acquire new customers, reactivate lapsed customers, and sign up loyalty members at higher rates than the balance of our fleet.

HOW WE ASSESS THE PERFORMANCE OF OUR BUSINESS

In assessing the performance of our business, we consider a variety of performance and financial measures. These key measures include net sales, comparable sales, eCommerce demand, transactions, cost of goods sold, buying and occupancy costs, gross profit/gross margin, and selling, general, and administrative expenses. The following table describes and discusses these measures.

Net Sales Description Revenue from the sale of merchandise, less returns and discounts, as well as shipping and handling revenue related to eCommerce, revenue from the rental of our LED sign in Times Square, gift card breakage and revenue earned from our private label credit card agreement. Discussion Our business is seasonal, and we have historically realized a higher portion of our net sales in the third and fourth quarters, due primarily to the impact of the holiday season. Generally, approximately 45% of our annual net sales occur in the Spring season (first and second quarters) and 55% occur in the Fall season (third and fourth quarters).

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Comparable Sales Description Comparable sales is a measure of the amount of sales generated in a period relative to the amount of sales generated in the comparable prior year period. Comparable sales for 2022 was calculated using the 52-week period ended January 28, 2023 as compared to the 52-week period ended January 29, 2022.Comparable retail sales includes:•Sales from retail stores that were open 12 months or more as of the end of the reporting period•eCommerce shipped salesComparable outlet sales includes:•Sales from outlet stores that were open 12 months or more as of the end of the reporting period, including conversionsComparable sales excludes:•Sales from stores where the square footage has changed by more than 20% due to remodel or relocation activity•Sales from stores in a phased remodel where a portion of the store is under construction and therefore not productive selling space•Sales from stores where the store cannot open due to weather damage or other catastrophes, including pandemics Discussion Our business and our comparable sales are subject, at certain times, to calendar shifts, which may occur during key selling periods close to holidays such as Easter, Thanksgiving, and Christmas, and regional fluctuations for events such as sales tax holidays. We believe comparable sales provides a useful measure for investors by removing the impact of new stores and closed stores. Management considers comparable sales a useful measure in evaluating continuing store performance.


eCommerce Demand
Description
eCommerce demand is defined as gross orders for Express and/or third party merchandise that originate through our eCommerce platform, including the website, app, and buy online pick-up in store.

Discussion
We believe eCommerce demand is a useful operational metric for investors and management as it provides visibility for orders placed but not yet shipped.


Transactions
Description
Transactions are defined as the number of customer point of sale interactions with customers.

Discussion
We believe this metric is useful as it provides a better indicator of the acceptance of our product.

~~EXPRESS~~Cost of Goods Sold, ~~INC.~~Buying |and ~~2022~~Occupancy ~~Form~~Costs 10Description Includes the following:•Direct cost of purchased merchandise•Inventory shrink and other adjustments•Inbound and outbound freight•Royalties paid to the Joint Venture•Merchandising, design, planning and allocation, and manufacturing/production costs•Occupancy costs related to store operations (such as rent and common area maintenance, utilities, and depreciation on assets)•Logistics costs associated with our eCommerce business•Impairments on long-Klived |assets 35and right of use lease assets Discussion Our cost of goods sold typically increased in higher volume quarters because the direct cost of purchased merchandise is tied to sales.The primary drivers of the costs of individual goods are raw materials, labor in the countries where our merchandise is sourced, and logistics costs associated with transporting our merchandise.Buying and occupancy costs related to stores are largely fixed and do not necessarily increase as volume increases.Changes in the mix of products sold by type of product or by channel may also impact our overall cost of goods sold, buying and occupancy costs.Extended periods of declined business and sales could result in additional impairment of our assets.


Gross Profit/Gross Margin
Description
Gross profit is net sales minus cost of goods sold, buying and occupancy costs. Gross margin measures gross profit as a percentage of net sales.

Discussion
Gross profit/gross margin is impacted by the price at which we were able to sell our merchandise and the cost of our product. Inventory levels were previously reviewed on an on-going basis in order to identify slow-moving merchandise and generally use markdowns to clear such merchandise. The timing and level of markdowns were driven primarily by seasonality and customer acceptance of our merchandise and have a direct effect on our gross margin. Any marked down merchandise that is not sold is marked-out-of-stock. We use third-party vendors to dispose of this marked-out-of-stock merchandise.

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~~Cost~~Selling, ~~of Goods Sold~~General, ~~Buying~~ and ~~Occupancy~~Administrative ~~Costs~~Expenses Description Includes ~~the~~operating ~~following:•Direct~~costs ~~cost~~not ofincluded ~~purchased~~in ~~merchandise•Inventory~~cost ~~shrink~~of ~~and~~goods ~~other adjustments•Inbound and outbound freight•Merchandising~~sold, ~~design,~~buying ~~planning~~ and ~~allocation,~~occupancy ~~and manufacturing/production~~ costs~~•Occupancy~~ ~~costs related to store operations (~~such as: ~~rent~~•Payroll and ~~common~~other ~~area~~expenses ~~maintenance,~~related ~~utilities,~~to ~~and~~operations ~~depreciation~~at ~~on assets)•Logistics costs associated with~~ our ~~eCommerce~~corporate ~~business~~offices•~~Impairments~~Store onexpenses ~~long-lived~~other ~~assets~~than ~~and~~occupancy ~~right~~costs•Marketing ofexpenses, ~~use~~including ~~lease~~production, ~~assets~~mailing, ~~Discussion~~print, ~~Our~~and ~~cost~~digital ofadvertising ~~goods~~costs, ~~sold~~among ~~typically~~other ~~increases~~things inDiscussion ~~higher~~With ~~volume quarters because~~ the ~~direct~~exception ~~cost~~ of ~~purchased~~store ~~merchandise is tied to sales.The primary drivers of the costs of individual goods are raw materials~~payroll, ~~labor~~certain inmarketing ~~the countries where our merchandise is sourced~~expenses, and ~~logistics~~incentive ~~costs~~compensation, ~~associated~~selling, ~~with~~general, ~~transporting our merchandise.Buying~~ and ~~occupancy~~administrative ~~costs~~expenses ~~related~~generally todid ~~stores are largely fixed and do~~ not ~~necessarily~~vary ~~increase~~proportionally aswith ~~volume~~net ~~increases~~sales.~~Changes~~ inAs ~~the~~a ~~mix~~result, ofselling, ~~products~~general, ~~sold~~and byadministrative ~~type~~expenses ofas ~~product~~a orpercentage ~~by channel may also impact our overall cost~~ of ~~goods~~net ~~sold,~~sales ~~buying~~were ~~and~~generally ~~occupancy~~higher ~~costs.Extended~~in ~~periods~~lower ofvolume ~~declined~~quarters ~~business~~ and ~~sales~~lower ~~could result~~ in ~~additional~~higher ~~impairment~~volume ~~of our assets~~quarters.

~~Gross~~EXP ~~Profit/Gross~~OldCo ~~Margin Description Gross profit is net sales minus cost of goods sold~~Winddown, ~~buying and occupancy costs~~Inc. ~~Gross~~| ~~margin~~2023 ~~measures~~FORM gross profit as a percentage of net sales. Discussion Gross profit/gross margin is impacted by the price at which we are able to sell our merchandise and the cost of our product. We review our inventory levels on an on10-~~going~~K ~~basis~~| in order to identify slow-moving merchandise and generally use markdowns to clear such merchandise. The timing and level of markdowns are driven primarily by seasonality and customer acceptance of our merchandise and have a direct effect on our gross margin.Any marked down merchandise that is not sold is marked-out-of-stock. We use third-party vendors to dispose of this marked-out-of-stock merchandise.18

Selling, General, and Administrative Expenses Description Includes operating costs not included in cost of goods sold, buying and occupancy costs such as: •Payroll and other expenses related to operations at our corporate offices•Store expenses other than occupancy costs•Marketing expenses, including production, mailing, print, and digital advertising costs, among other things Discussion With the exception of store payroll, certain marketing expenses, and incentive compensation, selling, general, and administrative expenses generally do not vary proportionally with net sales. As a result, selling, general, and administrative expenses as a percentage of net sales are usually higher in lower volume quarters and lower in higher volume quarters.

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~~FISCAL~~RESULTS ~~YEAR~~OF ~~COMPARISON~~OPERATIONS

Fiscal 2023 compared to Fiscal 2022

The financial results of Bonobos were included in our results beginning from the closing date of the acquisition on May 23, 2023.

Store Activity

The following table shows store activity for the stated periods:


	2023					2022
	Retail	Outlet	UpWest	Bonobos1	Total	Retail	Outlet	UpWest	Total
Beginning stores	342	198	13	—	553	351	203	7	561
New stores	1	1	3	60	65	7	—	10	17
Closed stores	(17)	(7)	(4)	(1)	(29)	(16)	(5)	(4)	(25)
Ending stores	326	192	12	59	589	342	198	13	553
Gross square footage at end of period (in thousands)					4,462				4,552

1.Bonobos stores were acquired on May 23, 2023

Net Sales

	2022			2021
Net sales (in thousands)	$	1,864,182		$	1,870,296
Comparable retail sales	(2)		%	41		%
Comparable outlet sales	4		%	27		%
Total comparable sales percentage change	—		%	37		%
Gross square footage at end of period (in thousands)	4,552			4,686
Number of:
Stores open at beginning of period	561			570
New retail stores	—			—
New outlet stores	—			1
New Express Edit stores	7			6
New UpWest stores	10			8
Closed stores	(25)			(24)
Stores open at end of period	553			561

The following table shows net sales and comparable sales for the stated periods:

Net sales for 2022 decreased approximately $6.1 million compared to 2021, approximately flat on a percentage basis. The decrease in sales was primarily attributable to the challenging macroeconomic conditions, which became more pronounced in the back half of the year, primarily affecting our women’s and eCommerce businesses. These macroeconomic conditions resulted in lower store traffic and conversion percentages in both stores and eCommerce in 2022, which were partially offset by increases in average unit retail. Sales were further impacted by reduced consumer spending and increased price sensitivity in discretionary categories.



	2023			2022
Express	$	1,702,147		$	1,864,182
Bonobos	152,210			—
Net sales (in thousands)	$	1,854,357		$	1,864,182
Dollar change compared to prior year	$	(9,825)
Percentage change compared to prior year	(0.5)		%
Consolidated comparable retail sales percentage change	(7)		%	(2)		%
Consolidated comparable outlet sales percentage change	(14)		%	4		%
Total consolidated comparable sales percentage change	(9)		%	—		%

Net sales for 2023 decreased 0.5%, or $9.8 million, to $1,854.4 million compared to 2022, partially offset by $152.2 million of sales from the addition of Bonobos. The 53rd week contributed approximately $21.8 million to net sales. The decrease in Express sales was primarily attributable to challenging comparable sales in both our women's and men's business. This was driven by traffic softness in both retail and outlet stores along with reduced consumer spending, increased price sensitivity in discretionary categories and aggressive promotional activity across the industry that began in 2022 and persisted throughout fiscal year 2023. We continue to face challenges with the Express brand including declines in our customer file and store traffic, driven by missteps in our merchandise strategy where we were out of balance across categories, price points and wearing occasions. The misalignment between our assortment architectures and customer demand significantly impacted our sales.

EXP OldCo Winddown, Inc. | 2023 FORM 10-K | 19

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Gross Profit

The following table shows cost of goods sold, buying and occupancy costs, gross profit in dollars, and gross margin percentage for the stated periods:

	2022			2021
	2023			2022
	(in thousands, except percentages)
Cost of goods sold, buying and occupancy costs	$	1,~~335~~453,~~588~~975		$	1,~~311~~335,~~829~~588
Gross profit	$	~~528~~400,~~594~~382		$	~~558~~528,~~467~~594
Gross margin percentage	2821.46		%	2928.94		%
Dollar change compared to prior year	$	(128,212)

The ~~150~~680 basis point decrease in gross margin percentage, or gross profit as a percentage of net sales, for ~~2022~~2023 compared to ~~2021~~2022 was comprised of a decrease in merchandise margin of ~~160~~620 basis points and aan ~~decrease~~increase in buying and occupancy costs as a percentage of net sales of 1060 basis points. The decrease in merchandise margin was primarily driven by increased promotional activity in response to the competitive environment. We saw particular softness in our women's business. The merchandise margin rate also reflects higher inventory shrink rates. Buying and occupancy dollars were approximately flat and were impacted by lower compensation related expenses offset by impairment charges related to certain long-lived store related assets and right of use assets. Refer to Note 2 in our Consolidated Financial Statements included elsewhere in this Annual Report for further discussion regarding the impairment charges for 2022.

~~EXPRESS~~•The decrease in merchandise margin was primarily driven by the challenging macroeconomic and highly promotional retail environment, ~~INC.~~increased |shipping ~~2022~~and ~~Form~~handling ~~10-K~~flex |on 37higher eCommerce sales, as well as 350 basis points of royalty expense related to the Joint Venture.

~~Table~~•Buying and occupancy deleveraged due to the decline in comparable sales. In addition, buying and occupancy was also impacted by $2.7 million of ~~Contents~~severance charges related to our restructuring and $3.4 million due to an impairment charge of certain long-lived store related assets and right of use assets. Refer to Note 1 for further discussion regarding the restructuring costs and Note 2 for further discussion regarding the impairment charges for 2023 in our Consolidated Financial Statements included elsewhere in this Form 10-K.

Selling, General, and Administrative Expenses

The following table shows selling, general, and administrative expenses in dollars and as a percentage of net sales for the stated periods:

	2022			2021
	2023			2022
	(in thousands, except percentages)
Selling, general, and administrative expenses	$	~~596~~594,~~671~~106		$	~~558~~596,~~187~~671
Selling, general, and administrative expenses, as a percentage of net sales	32.0		%	2932.80		%
Dollar change compared to prior year	$	(2,565)

~~The~~SG&A for 2023 decreased 0.4%, or $382.56 million, ~~increase~~to $594.1 million compared to 2022. The decrease was primarily driven by our expense savings initiatives, including reductions in ~~selling~~marketing spend, ~~general~~store labor costs, and ~~administrative~~a ~~expenses~~reduction ~~for~~in ~~2022~~force in our corporate office that was implemented during the third quarter of 2023, as ~~compared~~well toas ~~2021~~lower long-term incentive compensation. This was ~~primarily~~partially ~~driven~~offset by ~~strategic~~the ~~investments~~consolidation inof ~~store~~Bonobos, ~~payroll~~as well as acquisition-related and ~~store~~integration ~~wage~~costs ~~pressures~~incurred ~~from~~in ~~minimum~~connection ~~wage~~with the acquisition and ~~merit~~severance ~~during~~charges ~~2022~~related to our restructuring.

EXP OldCo Winddown, Inc. | 2023 FORM 10-K | 20

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Royalty Income

The following table shows royalty income in dollars and as a percentage of net sales for the stated periods:



	2023			2022
	(in thousands, except percentages)
Royalty income	$	(22,375)		$	—
Royalty income, as a percentage of net sales	(1.2)		%	—		%
Dollar change compared to prior year	$	(22,375)

Royalty income for 2023 increased by $22.4 million compared to 2022. The increase was due to our share of equity income associated with our equity investment with WHP. Refer to Note 4 in our Consolidated Financial Statements included elsewhere in this Form 10-K for further discussion of our equity investment.

Other Operating Income, Net

The following table shows other operating income in dollars and as a percentage of net sales for the stated periods:



	2023			2022
	(in thousands, except percentages)
Other operating income, net	$	(9,375)		$	(590)
Other operating income, as a percentage of net sales	(0.5)		%	—		%
Dollar change compared to prior year	$	(8,785)

Other operating income for 2023 increased by $8.8 million compared to 2022. The increase reflects $8.3 million in settlement proceeds received in January 2024 related to the settlement of claims in the payment card interchange fee antitrust litigation.

Interest Expense, Net

The following table shows interest expense in dollars and as a percentage of net sales for the stated periods:

	2022			2021
	2023			2022
	(in thousands)
	(in thousands, except percentages)
Interest expense, net	$	2920,~~103~~058		$	1529,~~198~~103
Interest expense, as a percentage of net sales	1.1		%	1.6		%
Dollar change compared to prior year	$	(9,045)

~~The~~Interest ~~$13.9~~expense ~~million~~for ~~increase~~2023 indecreased ~~interest~~31.1%, ~~expense~~or ~~for~~$9.0 ~~2022~~million, asto $20.1 million compared to ~~2021~~2022. The decrease was the result of higher aggregate amounts borrowed and higher variable interest rates on our outstanding indebtedness offset by $5.1 million of Term Loan refinancing costs, $4.5 million of early debt termination fees related to the subsequent termination of the Term Loan and $1.8 million of accelerated Term Loan discount amortization. ~~The increase was further driven by increased borrowings under our Amended Revolving Credit Facility, which was impacted by increasing variable rates of interest~~ during 2022. Refer to Note 78 in our Consolidated Financial Statements included elsewhere in this ~~Annual~~Form ~~Report~~10-K for further discussion regarding our borrowings during ~~2022~~2023.

~~Gain~~EXP onOldCo ~~Transaction~~Winddown, ~~with~~Inc. ~~WHP~~| 2023 FORM 10-K | 21

The following table shows gain on transaction with WHP in dollars for the stated periods:

	2022		2021
	(in thousands)
Gain on transaction with WHP	$	(409,493)	$	—

The $409.5 million increase in 2022 compared to 2021 was comprised of $235.0 million from the sale of the majority of our interest in our intellectual property to the Joint Venture, $156.7 million on the equity method investment and $17.8 million from the premium paid on the common shares by WHP. Refer to Note 2, Note 4 and Note 8 in our Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for further discussion.

Other Income, Net

The following table shows other income in dollars for the stated periods:

	2022		2021
	(in thousands)
Other income, net	$	(1,384)	$	(298)

The $1.1 million increase in other income in 2022 compared to 2021 was primarily due to payments received from Homage, LLC during 2022. Refer to Note 4 in our Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for further discussion.

EXPRESS, INC. | 2022 Form 10-K | 38

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~~Income~~Gain ~~Tax~~on ~~Expense~~Transaction with WHP

The following table shows ~~income~~gain ~~tax~~on ~~expense~~transaction with WHP in dollars and as a percentage of net sales for the stated periods:

	2022			2021
	2023			2022
	(in thousands)
	(in thousands, except percentages)
Income tax expense	$	20,453		$	315
Gain on transaction with WHP	$	—		$	(409,493)
Gain on transaction with WHP, as a percentage of net sales	—		%	(22.0)		%
Dollar change compared to prior year	$	409,493

The ~~effective~~$409.5 ~~tax~~million ~~rate~~decrease ~~was~~in ~~6.5%~~2023 ~~and~~compared ~~(2.2)%~~to ~~for~~ 2022 ~~and~~was ~~2021,~~due ~~respectively~~to $235.0 million ~~The~~from ~~effective~~the ~~tax~~sale ~~rate~~of ~~for~~the ~~2022~~majority ~~reflects~~of ~~the~~our ~~impact~~interest ofin ~~the~~our ~~tax~~intellectual ~~expense~~property ~~from~~to the ~~gain~~Joint Venture, $156.7 million on the ~~transaction~~equity ~~with~~method ~~WHP~~investment ~~offset~~and by$17.8 million afrom ~~decrease~~the topremium ~~the~~paid ~~valuation~~on ~~allowance~~the ~~against~~common ~~our~~shares ~~net~~by ~~deferred~~WHP ~~tax~~in ~~assets~~2022. ~~The~~Refer ~~effective~~to ~~tax~~Note ~~rate~~2, ~~for~~Note ~~2021~~4 ~~reflects~~and ~~the~~Note ~~impact~~9 ofin ~~non-deductible~~our ~~executive~~Consolidated ~~compensation~~Financial ~~and~~Statements ~~the~~included ~~release~~elsewhere ofin athis ~~valuation~~Form ~~allowance~~10-K ~~against~~for ~~forecasted~~further ~~taxable earnings~~discussion.

~~Operating~~Other ~~Income~~Expense (~~Loss), Net~~ Income ~~(Loss~~), ~~Diluted Earnings Per Share, EBITDA and Adjusted EBITDA~~Net

~~Included~~The infollowing ~~the~~ table ~~below~~shows isother ~~operating~~expense ~~income~~ (~~loss~~income), net ~~income~~in ~~(loss),~~dollars ~~diluted earnings per share, earnings before interest, taxes, depreciation,~~ and ~~amortization~~as ~~("EBITDA")~~a ~~and~~percentage ~~adjusted EBITDA for 2022 and 2021, respectively. We supplement the reporting~~ of ~~our financial information determined under United States generally accepted accounting principles ("GAAP") with certain non-GAAP financial measures: adjusted operating income (loss), adjusted~~ net ~~income~~sales ~~(loss), adjusted diluted earnings per share, EBITDA and adjusted EBITDA. The following table presents these financial measures, each a non-GAAP financial measure,~~ for the stated periods ~~which eliminate certain non-core operating costs~~:

	2022			2021
	2023			2022
	(in thousands, except per share amounts)
	(in thousands, except percentages)
Operating (loss)/income	$	(67,487)		$	779
Other expense (income), net	$	27,200		$	(1,384)
Adjusted operating (loss)/income (Non-GAAP)	$	(65,337)		$	779		*
Other expense (income), as a percentage of net sales	1.5		%	(0.1)		%
Net income/(loss)	$	293,834		$	(14,436)
Dollar change compared to prior year	$	28,584
Adjusted net loss (Non-GAAP)	$	(82,447)		$	(14,436)		*
Diluted earnings per share	$	4.25		$	(0.22)
Adjusted diluted earnings per share (Non-GAAP)	$	(1.21)		$	(0.22)		*
EBITDA (Non-GAAP)	$	402,719		$	64,717
Adjusted EBITDA (Non-GAAP)	$	6,815		$	64,717		*

*The No$28.6 ~~adjustments~~million ~~were~~decrease ~~made~~in other income in 2023 compared to ~~operating~~2022 ~~income,~~was ~~net~~primarily ~~loss,~~due ~~diluted~~to ~~earnings~~the ~~per~~impairment ~~share~~of orour ~~EBITDA~~equity method investment in 2023. Refer to Note 4 in our Consolidated Financial Statements included elsewhere in this Form 10-K for ~~2021~~further discussion.

~~Adjusted Operating~~ Income ~~(Loss),~~Tax ~~Adjusted Net Income~~ (~~Loss~~Benefit) ~~and Adjusted Diluted Earnings Per Share~~Expense

~~Adjusted~~The ~~operating~~following ~~income~~table ~~(loss),~~shows ~~adjusted net~~ income tax (~~loss~~benefit), ~~and~~expense ~~adjusted~~in ~~diluted~~dollars ~~earnings~~and ~~per~~as ~~share~~a ~~exclude~~percentage ~~the impact~~ of ~~certain~~net ~~items~~sales ~~that~~for wethe dostated ~~not believe are directly related to our underlying operations.~~periods:

How These Measures Are Useful



	2023			2022
	(in thousands, except percentages)
Income tax (benefit) expense	$	(693)		$	20,453
Income tax (benefit) expense, as a percentage of net sales	—		%	1.1		%
Dollar change compared to prior year	$	(21,146)

WeThe ~~believe~~effective ~~that~~tax ~~these~~rate ~~non-GAAP~~was ~~measures~~0.3% ~~provide~~and ~~additional~~6.5% ~~useful~~for ~~information~~2023 toand ~~assist~~2022, ~~stockholders~~respectively. inThe ~~understanding~~effective ~~our~~tax ~~financial~~rate ~~results~~for ~~and~~2023 ~~assessing~~reflects ~~its~~the ~~prospects~~impact ~~for~~of ~~future~~the ~~performance.~~recording ~~Management~~of ~~believes~~an ~~adjusted~~additional ~~operating~~valuation ~~income~~allowance ~~(loss),~~against ~~adjusted~~our ~~net~~current ~~income~~year ~~(loss)~~losses, ~~and~~our ~~adjusted~~return-to-provision ~~diluted~~adjustment, ~~earnings~~and ~~per~~an ~~share~~adjustment ~~are~~to ~~important~~a ~~indicators~~refund ofclaim ~~our~~made ~~business~~under ~~performance~~the ~~because~~CARES ~~they~~Act. ~~exclude~~The ~~items~~effective ~~that~~tax ~~may~~rate ~~not~~for be2022 ~~indicative~~was ~~of,~~driven orby ~~are~~the ~~unrelated~~tax ~~to,~~expense ~~our~~related ~~underlying~~to ~~operating~~the ~~results,~~gain ~~and~~on ~~may~~the ~~provide~~transaction awith ~~better~~WHP ~~baseline for analyzing trends in the business~~Global.

Limitations of the Usefulness of These Measures

Because non-GAAP financial measures are not standardized, adjusted operating income (loss), adjusted net income (loss), and adjusted diluted earnings per share may differ from similarly titled measures used by other companies due to different methods of calculation. These adjusted financial measures should not be considered in isolation or as a substitute for reported operating loss, net income, or diluted earnings per share. These non-GAAP

EXPRESS, INC. | 2022 Form 10-K | 39

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financial measures reflect an additional way of viewing our operations that, when viewed together with the GAAP results, provide a more complete understanding of our business. A reconciliation of adjusted operating income (loss), adjusted net income (loss) and adjusted diluted earnings per share to the most directly comparable GAAP measure is set forth below:

	2022
(in thousands, except per share amounts)	Operating Loss		Income Tax Impact		Net Income/ (Loss)		Diluted Earnings per Share		Weighted Average Diluted Shares Outstanding
Reported GAAP Measure	$	(67,487)			$	293,834	$	4.25	69,058	(d)
Gain on transaction with WHP(a)	—		23,147		(386,346)		(5.68)
Debt termination costs(c)	—		(2,966)	(b)	8,473		0.12
Impairment of property, equipment and lease assets	2,150		(558)	(b)	1,592		0.02
Adjusted Non-GAAP Measure	$	(65,337)			$	(82,447)	$	(1.21)	68,046	(e)

a.Gain on transaction with WHP before tax was $409.5 million and was recorded separately as Gain on Transaction with WHP. The effective tax rate on the gain was approximately 6% due to the reversal of the previously recorded valuation allowance.

b.Items tax effected at the applicable deferred or statutory rate.

c.Debt termination costs before tax were $11.4 million and were recorded in interest expense, net.

d.Weighted average diluted shares outstanding for purpose of calculating diluted earnings per share includes the dilutive effect of share-based awards as determined under the treasury stock method.

e.Weighted average shares outstanding for purpose of calculating adjusted loss per share excludes the dilutive effect of share-based awards as determined under the treasury stock method.

EBITDA and Adjusted EBITDA

EBITDA is defined as net income (loss) before interest expense (net of interest income), income tax expense and depreciation and amortization expense. Adjusted EBITDA is calculated the same as EBITDA further excluding the after tax impacts of the gain that resulted from the WHP transaction, as well as debt termination costs and impairment charges that we do not believe are directly related to our underlying operations.

How These Measures Are Useful

When used in conjunction with GAAP financial measures, EBITDA and adjusted EBITDA are supplemental measures of operating performance that we believe are useful measures to facilitate comparisons to historical performance. EBITDA is used as a performance measure in our long-term executive compensation program for purposes of determining the number of equity awards that are ultimately earned and is also a metric used in our short-term cash incentive compensation plan. We use adjusted EBITDA, among other measures, to monitor business performance.

Limitations of the Usefulness of These Measures

Because non-GAAP financial measures are not standardized, EBITDA and adjusted EBITDA may differ from similarly titled measures used by other companies due to different methods of calculation. Presentation of EBITDA and adjusted EBITDA are not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. Adjusted EBITDA excludes the after tax impacts of the gain that resulted from the WHP transaction, as well as debt termination costs and impairment charges. Therefore, these measures may not provide a complete understanding of our performance and should be reviewed in conjunction with the GAAP financial measures. A reconciliation of EBITDA and adjusted EBITDA to the most directly comparable GAAP measures, is set forth below:

EXPRESS, INC. | 2022 Form 10-K | 40

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	2022		2021
	(in thousands)
Net income/(loss)	$	293,834	$	(14,436)
Interest expense, net	29,103		15,198
Income tax expense	20,453		315
Depreciation and amortization	59,329		63,640
EBITDA (Non-GAAP Measure)	$	402,719	$	64,717
Gain on transaction with WHP	(409,493)		—
Debt termination costs	11,439		—
Impairment of property, equipment and lease assets	2,150		—
Adjusted EBITDA (Non-GAAP Measure)	$	6,815	$	64,717

LIQUIDITY AND CAPITAL RESOURCES

~~Forward-Looking~~Sources ~~Liquidity~~and ~~Discussion~~Uses of Cash

~~Our~~Historically, ~~liquidity position benefits from~~ the ~~fact~~primary ~~that~~source weof ~~generally~~our ~~collect~~liquidity was cash flows from ~~sales~~operations. Due to ~~customers~~ the ~~same~~seasonality ~~day or, in the case~~ of ~~credit~~our ~~or debit card transactions~~business, ~~within~~we ~~three~~historically torealized ~~five~~a ~~days~~significant portion of the ~~related~~cash ~~sale,~~flows ~~and~~from weoperating ~~have~~activities upduring tothe 75second ~~days~~half toof ~~pay~~the ~~certain~~fiscal ~~merchandise~~year. ~~vendors~~The ~~and~~primary 45cash ~~days~~needs toof ~~pay~~our ~~the~~business ~~majority~~historically ofwere ~~our~~for ~~non-~~merchandise ~~vendors.~~inventories, Wepayroll, ~~also~~rent ~~have~~for ~~commitments~~our ~~under~~retail ~~lease~~and ~~agreements~~outlet ~~and~~locations, ~~debt~~marketing, ~~agreements~~capital ~~that~~expenditures ~~will~~associated ~~require~~with ~~future~~opening ~~cash~~new ~~outlays.~~locations,

~~For~~EXP ~~information~~OldCo onWinddown, ~~future~~Inc. ~~payments~~| ~~required~~2023 ~~under~~FORM ~~lease agreements see Note 5 of our Consolidated Financial Statements included elsewhere in this Annual Report on Form~~ 10-K ~~and~~| ~~for future payment information related to our long-term debt see Note 7 of our Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.~~22

Based upon the sales and results of operations recovery seen during 2022, as well as the availability of additional liquidity under the Amended Revolving Credit Facility, and expense control and other measures taken to date, we continue to be in compliance with the financial covenants under our Amended Revolving Credit Facility. We plan to continue enhancing our liquidity by selling through our inventory at appropriate retail prices and managing our costs. We believe this will result in sufficient cash flows to support our ongoing operations and to meet our covenant requirements under the Amended Revolving Credit Facility for at least one year following the date that these Consolidated Financial Statements in Part II, Item 8 of this Annual Report are issued and beyond. However, due to the uncertainty related to the challenging macroeconomic, consumer and competitive environments we could experience material changes to forecasted revenues and cash flows and may experience difficulty remaining in compliance with financial covenants.

During the fourth quarter of 2022, we amended the existing $140.0 million Term Loan Credit Facility (the “Amended Term Loan Facility”) and existing $250.0 million Asset-Based Revolving Credit (the “2022 Amended Revolving Credit Facility”). The Amended Term Loan Facility refinanced the $90.0 million “first in, last out” term loan facility (“FILO Term Loan”) with a new $90.0 million “first in, last out” term loan facility and terminated the $50.0 million delayed draw term loan facility (“DDTL”). The 2022 Amended Revolving Credit Facility increased the maximum revolver amount by $40.0 million to $290.0 million. Subsequent to the debt amendment transaction and prior to the closing of the fiscal year, we entered into the strategic partnership with WHP that provided $260.0 million in proceeds which we used to pay off (i) the remaining $90.0 million outstanding on our Term Loan and (ii) a portion of our Amended Revolving Credit Facility.

To fund our normal working capital requirements we will continue to utilize our Amended Revolving Credit Facility. We have (and in the future may continue to have) a negative working capital balance. Our current liabilities include current operating lease liabilities, for which the corresponding operating right of use assets are recorded as non-current on our Consolidated Balance Sheets. However, the cash collected from our sales is typically collected before payment is due on our current liabilities. The Amended Revolving Credit Facility contain certain affirmative and negative covenants. Refer to Note 7 in our Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for further details regarding the Amended Revolving Credit Facility.

EXPRESS, INC. | 2022 Form 10-K | 41

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updating existing locations, as well as the development of our information technology. Our traditional strategy was to seek out and evaluate opportunities for effectively managing and deploying capital in ways that improved working capital and supported and enhanced our business initiatives and strategies.

Historically, our liquidity position benefited from the fact that we generally collected cash from sales to customers the same day or, in the case of credit or debit card transactions, within three to five days of the related sale, and we had up to 75 days to pay certain merchandise vendors and 45 days to pay the majority of our non-merchandise vendors. Commitments under our lease agreements and debt agreements also required future cash outlays. For information on payments required under lease agreements see Note 6 of our Consolidated Financial Statements included elsewhere in this Form 10-K and for payment information related to our long-term debt see Note 8 of our Consolidated Financial Statements included elsewhere in this Form 10-K.

During 2023, the following significant transactions impacted our liquidity:

•On May 23, 2023, we completed the acquisition of Bonobos for $28.3 million in cash consideration

•Realized $80 million of cost reductions for fiscal year 2023 versus fiscal year 2022

•We borrowed a net additional $22.3 million under the Revolving Credit Facility (as defined in Note 8 of our Consolidated Financial Statements included elsewhere in this Form 10-K) to fund normal working capital needs

•On September 5, 2023, we entered into a definitive loan agreement for a $65.0 million first-in-last-out asset-based term loan in further support of expanding liquidity access. We borrowed a net additional $63.1 million during 2023

•On April 15, 2024, we received approximately $49.0 million from the CARES Act

Based upon the sales and results of operations seen during 2023, and expense reduction and other measures planned and taken to date, we were in compliance with the financial covenants under the Revolving Credit Facility and FILO Term Loan (as defined in Note 8 of our Consolidated Financial Statements included elsewhere in this Form 10-K) as of February 3, 2024. As of February 3, 2024, we had a negative working capital balance, meaning our current liabilities exceeded our current assets (including cash balances). As of February 3, 2024, our current liabilities included current operating lease liabilities, for which the corresponding operating right of use assets are recorded as non-current on our Consolidated Balance Sheets.

Chapter 11 Cases

As previously disclosed, to address our financial challenges, we and certain of our subsidiaries voluntarily filed petitions to commence proceedings under Chapter 11 of the Bankruptcy Code. During the pendency of the Chapter 11 Cases, our principal source of liquidity was proceeds from the DIP Facilities approved by the Bankruptcy Court, as the filing of Chapter 11 constituted an event of default that accelerated our obligations under the ABL Credit Agreement and the FILO Term Loan Agreement.

Refer to Note 8 and Note 14 of our Consolidated Financial Statements included elsewhere in this Form 10-K for more information.

The accompanying Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, management has concluded that the Debtors’ need to implement a Chapter 11 restructuring plan and the costs, risks and uncertainties surrounding the outcome of the Chapter 11 Cases raise substantial doubt about the Company’s ability to continue as a going concern for 12 months following the issuance of the financial statements. The Company's accompanying Consolidated Financial Statements do not include any adjustments that might result from the wind-down of the Debtors’ estates under the Plan, including the disposition of the proceeds of the Sale Transaction and the disposition of the Debtors’ remaining assets to eligible claim holders.

EXP OldCo Winddown, Inc. | 2023 FORM 10-K | 23

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Analysis of Cash Flows

AThe ~~summary~~following oftable ~~cash~~presents ~~provided~~a bysummary orof ~~used~~our incash flows from operating, investing, and financing activities isfor ~~shown in~~ the ~~following~~period ~~table~~indicated:

	2022		2021
	2023		2022
	(in thousands)
(Used in) provided by operating activities	$	(157,080)	$	89,380
Net cash used in operating activities	$	(56,836)	$	(157,080)
Provided by (used in) investing activities	196,012		(34,771)
Net cash (used in) provided by investing activities	(54,461)		196,012
Used in financing activities	(14,496)		(69,307)
Net cash provided by (used in) financing activities	81,861		(14,496)
Increase (Decrease) in cash and cash equivalents	24,436		(14,698)
Net (decrease) increase in cash and cash equivalents	(29,436)		24,436
Cash and cash equivalents at end of period	$	65,612	$	41,176
Cash and cash equivalents \| beginning of period	65,612		41,176
Cash and cash equivalents \| end of period	$	36,176	$	65,612

Operating Activities

Our business historically ~~relies~~relied on cash flows from operations as our primary source of liquidity, with the majority of those cash flows being generated in the fourth quarter of the year. Our primary operating cash needs are for merchandise inventories, payroll, store rent and marketing. Net cash used in operating activities was $157.1 million in 2022 compared to cash provided of $89.4 million in 2021. The $246.5 million decrease in cash flows from operating activities for 2022 as compared to 2021 was primarily driven by changes in working capital and operating loss. The changes in working capital were primarily driven by a decrease in accounts payable due to the payment of inventory related amounts on the Consolidated Balance Sheets at January 29, 2022. Operating cash flows for 2021 were positively impacted by the receipt of approximately $60.0 million of CARES Act receivable.

Net cash used in operating activities was $56.8 million in 2023 compared to $157.1 million in 2022, an increase of $100.2 million. This increase was primarily driven by changes in working capital.

Investing Activities

Investing activities ~~consists~~consisted primarily of investments in capital expenditures ~~and~~related ~~equity~~to ~~method~~ investments. ~~Net cash provided by investing activities was $196.0 million~~ in ~~2022~~new ~~compared~~and toremodeled ~~cash~~store ~~used~~construction ofand ~~$34.8~~fixtures ~~million~~and investments in ~~2021.~~information ~~The $230~~technology.8 ~~million~~Investing ~~increase in cash flows from investing~~ activities ~~for~~also ~~2022~~include ~~as compared to 2021 was primarily driven by proceeds from the WHP transaction. Refer to Note 2, Note 4 and Note 8 in~~ our ~~Consolidated~~strategic ~~Financial Statements included elsewhere in this Annual Report on Form 10-K for further details~~investments.

WeNet ~~had~~cash ~~capital~~used ~~expenditures~~in ofinvesting ~~approximately~~activities was $4754.45 million in 2023 compared to net cash provided by investing activities of $196.0 million in 2022, ~~and~~a decrease of $34250.85 million. For 2023, net cash used in ~~2021~~investing activities was primarily due to the acquisition of Bonobos for $28.3 million ~~Our~~and capital expenditures ~~consist~~of $26.1 million relating to new and remodeled store construction and fixtures and investments in information technology. For 2022, the net cash provided by investing activities was primarily due to proceeds of $243.4 million from the WHP transaction offset by capital expenditures of $47.4 million relating to new and remodeled store construction and fixtures and investments in information technology. The ~~increase~~decrease in capital expenditures in ~~2022~~2023 was primarily driven by ~~investments~~intentional reductions in ~~information~~our ~~technology~~capital expenditures in response to our business results and redeployment of capital to fund the Bonobos transaction and to support our ~~strategic~~cost ~~business~~reduction initiatives. Refer to Note 5 for further discussion regarding the acquisition and Note 4 in our Consolidated Financial Statements included elsewhere in this Form 10-K for further details regarding the WHP transaction.

Financing Activities

~~Credit~~Financing ~~Facility~~activities consisted primarily of borrowings and repayments related to our debt arrangements and other equity related transactions.

OnNet ~~November~~cash ~~23,~~provided ~~2022,~~by ~~our~~financing activities was $~~250~~81.09 million ~~Amended~~in ~~Revolving~~2023 ~~Credit~~compared ~~Facility~~to ~~was~~net ~~amended~~cash ~~and~~used ~~increased~~in byfinancing activities of $4014.05 million toin 2022, an increase of $~~290~~96.04 million. This increase was primarily driven by borrowings under our debt arrangements.

~~During~~Debt 2022, we borrowed a net additional $87.0 million on our Amended Revolving Credit Facility to fund normal working capital needs as well as capital expenditures for stores, our eCommerce platform and other information technology investments. In addition, we used the proceeds from the WHP transaction to pay off (i) the remaining $90.0 million outstanding on our Term Loan and (ii) a portion of the Amended Revolving Credit Facility.Arrangements

AsThe ofCompany's ~~January 28,~~filing ~~2023,~~of the ~~net~~Chapter ~~amount~~11 ~~outstanding~~Cases ~~under~~constituted ~~our~~an ~~Amended~~event ~~Revolving Credit Facility was $122.0 million, all~~ of ~~which~~default isthat ~~classified~~accelerated asour ~~long-term~~obligations ~~debt~~under on the ~~Consolidated~~ABL ~~Balance~~Credit ~~Sheet~~Agreement and ~~approximately~~the ~~$148.4 million~~FILO ~~was~~Term ~~available~~Loan ~~for~~Agreement. ~~borrowing~~Pursuant ~~under~~to ~~our~~Section ~~Amended~~362 ~~Revolving~~of ~~Credit~~the ~~Facility~~Bankruptcy ~~subject~~Code, tothe ~~certain~~filing ~~borrowing~~of ~~base~~the ~~limitations~~Chapter ~~and~~11 ~~after~~Cases ~~outstanding~~automatically ~~letters~~stayed ofmost ~~credit~~actions inagainst the ~~amount~~applicable ~~of $19.6 million~~debtor, ~~primarily~~including ~~related~~actions to ~~our~~collect ~~third~~indebtedness, ~~party~~including ~~logistics~~interest ~~contract.~~payments, ~~Refer~~incurred prior to ~~Note~~the 7Petition ofDate ~~our~~or ~~Consolidated~~to ~~Financial~~exercise ~~Statements~~control ~~included~~over ~~elsewhere~~the inapplicable ~~this~~debtor’s ~~Annual~~property. ~~Report~~Our ~~on Form 10~~pre-Kpetition ~~for~~debt ~~additional~~and ~~information~~post-petition ondebt ~~our~~are ~~Amended~~described ~~Revolving~~in ~~Credit~~greater ~~Facility~~detail below.

~~EXPRESS~~EXP OldCo Winddown, ~~INC~~Inc. | ~~2022~~2023 ~~Form~~FORM 10-K | 4224

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~~Share~~Pre-Petition ~~Repurchases~~Debt (Historical)

OnRevolving ~~November~~Credit 28, 2017, the Board approved a share repurchase program that authorizes us to repurchase up to $150.0 million of our outstanding common stock using available cash. During 2022 and 2021, we did not repurchase shares under the stock repurchase program.Facility

~~ATM~~During ~~Equity~~2023, ~~Offering~~we ~~Sales~~borrowed ~~Agreement~~a net additional $22.3 million under the Revolving Credit Facility to fund normal working capital needs as well as capital expenditures for stores, our eCommerce platform and other information technology investments. As of February 3, 2024, the Company had approximately $144.4 million in borrowings outstanding under the Revolving Credit Facility and approximately $31.1 million was available for additional borrowing under the Revolving Credit Facility subject to certain borrowing base limitations and after giving effect to outstanding letters of credit in the aggregate amount of $20.1 million, primarily related to a third party logistics contract. Refer to Note 8 of our Consolidated Financial Statements included elsewhere in this Form 10-K for additional information on the Revolving Credit Facility.

OnFILO ~~June~~Term 3, 2021, we entered into an ATM Equity Offering Sales Agreement (the “Sales Agreement”) with BofA Securities, Inc. (“BofA”), as the sales agent to sell up to 15.0 million shares of our common stock, par value $0.01 per share, through an “at-the-market” offering program. Such shares were to be issued pursuant to our shelf registration statement on Form S-3 (Registration No. 333-253368) filed with the SEC on April 6, 2021. During 2022 and 2021, we did not sell any shares under the Sales Agreement. On December 2, 2022, we delivered written notice to BofA to terminate the Sales Agreement due to the fact that we no longer intend to utilize the Sales Agreement. The termination of the Sales Agreement became effective as of December 7, 2022. There are no penalties associated with the termination of the Sales Agreement. Refer to Note 8 to our Consolidated Financial Statements included elsewhere in this Annual Report for further information related to our termination of the Sales Agreement.Loan

During 2023, we borrowed a net additional $63.1 million under the FILO Term Loan. As of February 3, 2024, the net aggregate outstanding principal amount of the FILO Term Loan was $60.3 million, of which $4.7 million was classified as short-term debt and $55.6 million was classified as long-term debt on the Consolidated Balance Sheet, net of unamortized costs. Refer to Note 8 of our Consolidated Financial Statements included elsewhere in this Form 10-K for additional information on the Term Loan.

Investment Agreement

On December 8, 2022, we entered into an investment agreement relating to the issuance and sale of shares of our common stock, par value $0.01, in a private placement to WHP (the "Investment Agreement"). On January 25, 2023, we completed the transactions contemplated by the Investment Agreement and the Membership Interest Purchase Agreement. Pursuant to the Investment Agreement, we issued and sold 5.4 million shares of common stock to WHP for a purchase price of $4.60 per share, or an aggregate purchase price of $25.0 million. The excess paid over fair value of $17.8 million was recorded in gain on transaction with WHP on the Consolidated Statements of Income and Comprehensive Income. We used the proceeds to repay our outstanding term loan, fund the Joint Venture’s first year guaranteed minimum royalty of $60.0 million pursuant to the License Agreement and pay costs, fees and expenses incurred in connection with the Investment Agreement and other associated transactions. For additional information, refer to Note 4 and Note 89 of our Consolidated Financial Statements included elsewhere in this ~~Annual Report on~~ Form 10-K.

~~EXPRESS,~~Post-Petition ~~INC.~~Debt |(Chapter ~~2022~~11 ~~Form 10-K | 43~~Cases)

Debtor-in-Possession Financing

In order to administer the Chapter 11 Cases, operate the Debtors’ business in the ordinary course and facilitate the marketing and consummation of the Sale Transaction (as defined below), the Company obtained $214.0 million of post-petition debtor-in-possession financing, consisting of (a) a new money single draw term loan in the amount of $25.0 million (the “Second Lien New Money DIP Term Loans”) and (b) a roll-up of (i) certain secured prepetition obligations under the Asset-Based Term Loan Agreement, dated as of September 5, 2023 (the “FILO Term Loan Agreement”) in the amount of $63.0 million (the “Second Lien DIP Term Roll-Up Loans”), and (ii) certain secured prepetition obligations under the asset-based loan credit agreement, dated as of May 20, 2015 (as amended, the “ABL Credit Agreement”) in the amount of $126.0 million (the “First Lien DIP ABL Roll-Up Loans”).

Each of the DIP Facilities are provided to the Company subject to the terms and conditions set forth in the respective DIP Credit Agreements that were executed by the Debtor and the applicable lenders on April 24, 2024, which include conditions precedent, representations and warranties, various affirmative and negative covenants, and events of default customary for financings of such type. The proceeds of all or a portion of the proposed DIP Facilities may be used by the Debtors for, among other things, refinancing the pre-petition debt of the Company, post-petition working capital for the Debtors, payment of costs to administer the Chapter 11 Cases, payment of expenses and fees of the transactions contemplated by the Chapter 11 Cases, payment of court-approved adequate protection obligations under the DIP Credit Agreements, and payment of other costs, in each case subject to the terms of the respective DIP Credit Agreement and the Final DIP Order or any other order of the Bankruptcy Court. The DIP ABL Facility was used to repay in full the obligations under the Second Amended and Restated

EXP OldCo Winddown, Inc. | 2023 FORM 10-K | 25

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Asset-Based Loan Credit Agreement, dated as of May 20, 2015 (as amended, the “ABL Credit Agreement”), including interest and fees through the date of repayment, on a dollar-for-dollar cashless basis.

The First Lien DIP ABL Loans are senior obligations of the Company and certain Debtors, and are secured by a first priority lien on the collateral under the ABL Credit Agreement, as well as on any unencumbered assets of the Debtors. The Second Lien New Money Term Loans and the Second Lien DIP Term Roll-up Loans (collectively, the DIP Term Loan Facility”) are senior obligations of the Company and certain Debtors, secured by a second priority lien on the collateral under the ABL Credit Agreement as well as on any unencumbered assets of the Debtors.

The relief granted by the Bankruptcy Court in its order on June 6, 2024, approving the final DIP Facilities (the “Final DIP Order”) also included granting certain adequate protections to the Debtors’ prepetition secured lenders and agents, which are intended to protect their interests in collateral securing their prepetition claims against the Debtors from any diminution in value. Refer to Note 8 of our Consolidated Financial Statements included elsewhere in this Form 10-K for additional information on the DIP Facilities.

EXP OldCo Winddown, Inc. | 2023 FORM 10-K | 26

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CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of our assets, liabilities, revenues, and expenses, as well as the related disclosure of contingent assets and liabilities at the date of the financial statements. Management evaluates its accounting policies, estimates, and judgments on an on-going basis. Management bases its estimates and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions and conditions.

Management evaluated the development and selection of its critical accounting policies and estimates and believes that the following policies involve a higher degree of judgment or complexity and are most significant to reporting our results of operations and financial position and are, therefore, discussed as critical. The following critical accounting policies reflect the significant estimates and judgments used in the preparation of our Consolidated Financial Statements. More information on all of our significant accounting policies can be found in Note 2 to our Consolidated Financial Statements included elsewhere in this ~~Annual Report on~~ Form 10-K.

Store Asset Impairment Description of Policy Store related Property and Equipment, including the right of use assets, are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of these assets might not be recoverable. These include, but are not limited to, material adverse changes in projected revenues, present cash flow losses combined with a history of cash flow losses and a forecast that demonstrates significant continuing losses, significant negative economic conditions, a significant decrease in the market value of an asset and store closure or relocation decisions. We review for indicators of impairment at the individual store level, the lowest level for which cash flows are identifiable.Stores that display an indicator of impairment are subjected to an impairment assessment. Our impairment assessment requires management to make assumptions and judgments related, but not limited, to management’s expectations for future operations and projected cash flows.•The key assumption used in our undiscounted future store cash flow models is the sales growth rate.An impairment loss may be recognized when these undiscounted future cash flows are less than the carrying amount of the asset group. In the circumstance of impairment, any loss would be measured as the excess of the carrying amount of the asset group over its fair value. Fair value of our store-related assets is determined at the individual store level based on the highest and best use of the asset group.•The key assumptions used in our fair value analysis may include discounted estimates of future store cash flows from operating the store and/or comparable market rents. Judgments and Uncertainties Our analysis for impairment requires judgment surrounding identification of appropriate triggering events and assumptions used in our fair value model. ~~These judgments can be affected by factors such as expectations for future store performance, real estate demand, market rent and economic conditions that can be difficult to predict.~~ Effect if Actual Results Differ from Assumptions We have no reason to believe that there will be a material change in the future estimates or assumptions we use in this evaluation. However, if we become aware of additional triggering events there is potential that additional stores could be required to be tested for impairment and could be impaired. These events could include further deterioration in store operating results, increased store labor costs, our inability to implement our cost savings initiatives or lower mall traffic. In addition, if market rent fair values deteriorate, our fair value test could determine additional right of use asset impairment. A 1% reduction in our store related assets would be approximately $5.03 million at ~~January~~February 283, ~~2023~~2024.

~~EXPRESS~~EXP OldCo Winddown, ~~INC~~Inc. | ~~2022~~2023 ~~Form~~FORM 10-K | 4427

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Inventories - Lower of Cost or Net Realizable Value Description of Policy Inventories are principally valued at the lower of cost or net realizable value on a weighted-average cost basis. We record a lower of cost or net realizable value adjustment for our inventories if the cost of specific inventory items on hand exceeds the amount we expect to realize from the ultimate sale or disposal of the inventory. Judgments and Uncertainties Our accounting methodology for determining the lower of cost or net realizable value adjustment contains uncertainties because it requires management to make assumptions and estimates that are based on factors such as merchandise seasonality, historical trends, and estimated inventory levels, including sell-through of remaining units. Effect if Actual Results Differ from Assumptions We have no reason to believe that there will be a material change in the future estimates or assumptions we use to measure the lower of cost or net realizable value adjustment. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to losses or gains that could be material. A 100 basis point increase or decrease in the lower of cost or net realizable value adjustment would not have had a material impact on the inventory balance or pre-tax income as of and for the year ended ~~January~~February 283, ~~2023~~2024.


Valuation Allowance on Deferred Tax Assets
Description of Policy
Deferred tax assets and liabilities are recognized for the estimated future tax consequences of temporary differences that currently exist between the tax basis and the financial reporting basis of our assets and liabilities. Valuation allowances are established against deferred tax assets when it is more likely than not that the realization of those deferred tax assets will not occur.

Judgments and Uncertainties
Our deferred tax asset and liability balances contain uncertainty because changes in tax laws, rates, or future taxable income may differ from estimates and judgments made by management. Assessing whether deferred tax assets are realizable requires significant judgment. We consider all available positive and negative evidence, including past operating results and expectations of future operating income. The ultimate realization of deferred tax assets is often dependent upon future profitability, which is inherently uncertain. While we have a full valuation allowance on our net deferred tax asset assets, future changes in assumptions could have an effect on our estimates.

Effect if Actual Results Differ from Assumptions
We have no reason to believe that there will be a material change in the future estimates or assumptions we use to calculate our deferred taxes. However, if future tax rates are changed, or if actual results are not consistent with our estimates, we may need to adjust the carrying value of our deferred tax balances. An increase or decrease in the valuation allowance would result in a respective increase or decrease in our effective tax rate in the period the increase or decrease occurs.

~~INTEREST~~Recently ~~RATE~~Issued ~~RISK~~Accounting Pronouncements

~~Our~~Recently ~~Amended~~issued ~~Revolving~~accounting ~~Credit~~pronouncements ~~Facility~~and ~~bears~~their ~~interest~~estimated ateffect ~~variable~~on ~~rates.~~the ~~See~~Company’s consolidated financial statements are described in Note 71 toof our Consolidated Financial Statements included elsewhere in this ~~Annual Report on~~ Form 10-K ~~for further information on the calculation of the rates~~. ~~The nature and amount of our long-term debt can be expected to vary as a result of future business requirements, market conditions, and other factors.~~

AsITEM ~~of January 28, 2023, we had approximately $122~~7A.~~0 million~~ inQUANTITATIVE ~~borrowings~~AND ~~outstanding~~QUALITATIVE ~~under~~DISCLOSURES ~~our~~ABOUT ~~Amended~~MARKET ~~Revolving Credit Facility~~RISK. Based on the levels of borrowings under our credit facility at January 28, 2023, we estimate that a 100 basis point increase or decrease in underlying interest rates would increase or decrease annual interest expense by approximately $1.2 million. This hypothetical analysis may differ from the actual change in interest expense due to potential changes in interest rates or gross borrowings outstanding under our credit facility.

~~IMPACT~~As OFa ~~INFLATION~~“smaller reporting company,” as defined in Rule 12b-2 under the Exchange Act, we are not required to provide the information required by this Item.

~~Inflationary~~EXP ~~factors~~OldCo ~~such~~Winddown, ~~as increases in the cost of our products and operations may adversely affect our operating results~~Inc. ~~Although~~| we2023 doFORM ~~not~~10-K ~~believe~~| ~~that inflation has had a material impact on our financial position or results of~~ 28

EXPRESS, INC. | 2022 Form 10-K | 45

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operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross profit and selling, general, and administrative expenses as a percentage of net sales if the selling prices of our products do not rise with these increased costs.

EXPRESS, INC. | 2022 Form 10-K | 46

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

									Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 238)									4830
Consolidated Balance Sheets									5133
Consolidated Statements of Income and Comprehensive Income									5234
Consolidated Statements of Changes in Stockholders' Equity									5335
Consolidated Statements of Cash Flows									5436
Notes to Consolidated Financial Statements									5537

~~EXPRESS~~EXP OldCo Winddown, ~~INC~~Inc. | ~~2022~~2023 ~~Form~~FORM 10-K | 4729

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of ~~Express~~EXP OldCo Winddown, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated ~~balance~~financial ~~sheets~~statements of Express, Inc. and its subsidiaries (the “"Company”"), which comprise the consolidated balance sheets as of ~~January~~February 283, ~~2023~~2024 and January 2928, ~~2022~~2023, and the related consolidated statements of income and comprehensive income, of changes in stockholders’ equity and of cash flows for ~~each of~~ the ~~three~~ years inthen ~~the period~~ ended ~~January 28~~, ~~2023,~~ including the related notes (collectively referred to as the “"consolidated financial statements”"). We also have audited the Company's internal control over financial reporting as of ~~January~~February 283, ~~2023~~2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of ~~January~~February 283, ~~2023~~2024 and January 2928, ~~2022~~2023, and the results of its operations and its cash flows for ~~each of~~ the ~~three~~ years inthen ~~the period~~ ended ~~January 28, 2023~~ in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of ~~January~~February 283, ~~2023~~2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Substantial Doubt about the Company's Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has defaulted under the ABL Credit Agreement and the FILO Term Loan Agreement and as discussed in Note 14, Express, Inc. and certain of its direct and indirect subsidiaries filed voluntary petitions to commence proceedings under chapter 11 of title 11 of the United States Code in the U.S. Bankruptcy Court, which raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Notes 1 and 14. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

~~Definition~~As ~~and~~described ~~Limitations~~in ofManagement’s Report on Internal Control over Financial Reporting, management has excluded Bonobos from its assessment of internal control over financial reporting as of February 3, 2024 because it was acquired by the Company in a purchase business combination during the year ended February 3, 2024. We have

AEXP ~~company’s~~OldCo ~~internal~~Winddown, control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlesInc. A| ~~company’s~~2023 ~~internal~~FORM ~~control~~10-K ~~over~~| financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable 30

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~~assurance~~also ~~regarding~~excluded ~~prevention~~Bonobos orfrom ~~timely~~our ~~detection~~audit of ~~unauthorized~~internal ~~acquisition,~~control ~~use,~~over orfinancial ~~disposition~~reporting. ofBonobos ~~the~~is ~~company~~a wholly-owned subsidiary whose total assets and total sales excluded from management’s ~~assets~~assessment ~~that~~and ~~could~~our ~~have~~audit aof ~~material~~internal ~~effect~~control onover financial reporting represent 7% and 8%, respectively, of the related consolidated financial ~~statements~~statement amounts as of and for the year ended February 3, 2024.

Subsequent Event

As discussed in Note 14 to the consolidated financial statements, on April 22, 2024, Express, Inc. and certain of its direct and indirect subsidiaries filed voluntary petitions to commence proceedings under Chapter 11 of title 11 of the United States Code in the U.S. Bankruptcy Court and on December 17, 2024, the Bankruptcy Court confirmed the plan which the Company anticipates will go effective on or before December 31, 2024.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Store Asset Impairment Assessments

As described in Notes 2 and 3 to the consolidated financial statements, the Company has long-lived assets which include consolidated property and equipment, net of $~~133~~106 million and consolidated right of use asset, net of $~~505~~529 million as of ~~January~~February 283, ~~2023~~2024, of which a significant portion of such balances relate to store level long-lived assets. For the year ended ~~January~~February 283, ~~2023~~2024, the Company recognized impairment charges of $23 million related to store level property and equipment and right of use assets. As disclosed by management, store related property and equipment and right of use assets are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of these assets might not be recoverable. Management reviews for indicators of impairment at the individual store level, the lowest level for which cash flows are identifiable. Stores that display an indicator of impairment are subjected to an impairment assessment. The impairment assessment requires management to make assumptions and judgments related, but not limited, to management’s expectations for future operations and projected cash flows. The key assumption used in undiscounted future store cash flow models is the sales growth rate. An impairment loss may be recognized when these undiscounted future cash flows are less than the carrying amount of the asset group. In the circumstance of impairment, any loss would be measured as the excess of the carrying amount of the asset group over its fair value. Fair value of the store-related assets is determined at the individual store level based on the highest and best use of the asset group. The key assumptions used in the fair value analysis may include discounted estimates of future store cash flows from operating the store and/or comparable market rents.

The principal considerations for our determination that performing procedures relating to the store asset impairment assessments is a critical audit matter are a high degree of auditor subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to the sales growth rate when developing the undiscounted future cash flows, and comparable market rents when estimating the fair value. In addition, the audit effort involved the use of professionals with specialized skill and knowledge.

~~Addressing~~EXP ~~the~~OldCo matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the store asset impairment assessmentsWinddown, including controls over the assumptions used when developing the undiscounted future cash flows expected to be generated by the assets to test for recoverability and when estimating the fair value of the asset groups to measure for impairmentInc. ~~These~~| ~~procedures~~2023 ~~also~~FORM ~~included,~~10-K ~~among~~| others (i) testing management’s process for developing the undiscounted future cash flows expected to be generated by the assets and estimating the fair value of the asset groups; (ii) evaluating the appropriateness of the models used by management; (iii) testing the completeness, accuracy and relevance of underlying data used in the models; and (iv) evaluating the reasonableness of the significant assumptions related to the sales growth rate when developing the undiscounted future cash flows, and comparable market rents when estimating the fair value. Evaluating management’s assumptions related to the sales growth rate and comparable market rents involved evaluating whether the assumptions used by management were reasonable considering the current and past performance of the asset groups, the consistency with evidence obtained in other areas of the audit as it relates to the sales growth rate, and consistency with external market data as it relates to the sales growth rate and comparable market rents. Professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of the comparable market rents significant assumption.31

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and evaluating management’s significant assumptions related to the sales growth rate when developing the undiscounted future cash flows, and comparable market rents when estimating the fair value. In addition, the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the store asset impairment assessments, including controls over the assumptions used when developing the undiscounted future cash flows expected to be generated by the assets to test for recoverability and when estimating the fair value of the asset groups to measure for impairment. These procedures also included, among others (i) testing management’s process for developing the undiscounted future cash flows expected to be generated by the assets and estimating the fair value of the asset groups; (ii) evaluating the appropriateness of the models used by management; (iii) testing the completeness, accuracy and relevance of underlying data used in the models; and (iv) evaluating the reasonableness of the significant assumptions related to the sales growth rate when developing the undiscounted future cash flows, and comparable market rents when estimating the fair value. Evaluating management’s assumptions related to the sales growth rate and comparable market rents involved evaluating whether the assumptions used by management were reasonable considering the current and past performance of the asset groups, the consistency with evidence obtained in other areas of the audit as it relates to the sales growth rate, and consistency with external market data as it relates to the sales growth rate and comparable market rents. Professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of the comparable market rents significant assumption.

/s/ PricewaterhouseCoopers LLP

Columbus, Ohio

~~March~~December 3130, ~~2023~~2024

We have served as the Company’s auditor since 2008.

~~EXPRESS~~EXP OldCo Winddown, ~~INC~~Inc. | ~~2022~~2023 ~~Form~~FORM 10-K | 5032

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EXPRESS, INC.

CONSOLIDATED BALANCE SHEETS

(Amounts in Thousands, Except Per Share Amounts)

	January 28, 2023		January 29, 2022
	February 3, 2024		January 28, 2023
ASSETS
Current Assets:
Cash and cash equivalents	$	6536,~~612~~176	$	4165,~~176~~612
Receivables, net	1231,~~374~~648		1112,~~744~~374
Income tax receivable	1,~~462~~939		531,~~665~~462
Inventories	~~365~~369,~~649~~897		~~358~~365,~~795~~649
Prepaid royalty	~~59,565~~—		—59,565
Prepaid rent	7,~~744~~947		57,~~602~~744
Other	2117,~~998~~297		1921,~~755~~998
Total current assets	~~534~~464,~~404~~904		~~490~~534,~~737~~404
Right of Use Asset, Net	~~505~~528,~~350~~716		~~615~~505,~~462~~350
Property and Equipment	1987,~~019,577~~615		~~975~~1,~~802~~019,577
Less: accumulated depreciation	(~~886~~881,~~193~~700)		(~~827~~886,~~820~~193)
Property and equipment, net	~~133~~105,~~384~~915		~~147~~133,~~982~~384
Non-Current Income Tax Receivable	5245,~~278~~482		—52,278
Equity Method Investment	~~166~~139,~~106~~010		—166,106
Other Assets	65,~~803~~713		56,~~273~~803
TOTAL ASSETS	$	1,~~398~~289,~~325~~740	$	1,~~259~~398,~~454~~325
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Short-term lease liability	$	~~189~~177,~~006~~525	$	~~196~~189,~~628~~006
Accounts payable	~~191~~216,~~386~~490		~~231~~191,~~974~~386
Deferred royalty income	~~19,852~~—		—19,852
Deferred revenue	3546,~~543~~645		35,~~985~~543
Short-term debt	—4,659		~~11,216~~—
Accrued expenses	~~105~~118,~~803~~768		~~110~~105,~~850~~803
Total current liabilities	~~541~~564,~~590~~087		~~586~~541,~~653~~590
Long-Term Lease Liability	~~406~~420,~~448~~175		~~536~~406,~~905~~448
Long-Term Debt	~~122~~199,~~000~~970		~~117~~122,~~581~~000
Other Long-Term Liabilities	2011,~~718~~741		1720,~~007~~718
Total Liabilities	1,~~090~~195,~~756~~973		1,~~258~~090,~~146~~756
Commitments and Contingencies (Note 12)
Commitments and Contingencies (Note 13)
Stockholders’ Equity:
Preferred stock – $0.01 par value; 10,000 shares authorized; no shares issued or outstanding	—		—
Common stock – $0.01 par value; 500,000 shares authorized; 99,067 shares and 93,632 shares issued at January 28, 2023 and January 29, 2022, respectively, and 73,760 shares and 67,072 shares outstanding at January 28, 2023 and January 29, 2022, respectively	990		936
Common stock – $0.01 par value; 25,000 shares authorized; 4,953 shares and 4,953 shares issued at February 3, 2024 and January 28, 2023, respectively, and 3,747 shares and 3,688 shares outstanding at February 3, 2024 and January 28, 2023, respectively	50		50
Additional paid-in capital	~~228~~223,~~633~~397		~~220~~229,~~078~~573
Retained earnings	~~355~~130,~~736~~752		77355,~~093~~736
Treasury stock – at average cost; 25,307 shares and 26,560 shares at January 28, 2023 and January 29, 2022, respectively	(277,790)		(296,799)
Treasury stock – at average cost; 1,206 shares and 1,265 shares at February 3, 2024 and January 28, 2023, respectively	(260,432)		(277,790)
Total stockholders’ equity	~~307~~93,~~569~~767		1307,~~308~~569
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,~~398~~289,~~325~~740	$	1,~~259~~398,~~454~~325

See Notes to Consolidated Financial Statements.

~~EXPRESS~~EXP OldCo Winddown, ~~INC~~Inc. | ~~2022~~2023 ~~Form~~FORM 10-K | 5133

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EXPRESS, INC.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Amounts in Thousands, Except Per Share Amounts)

	2022		2021		2020
	2023		2022
Net Sales	$	1,~~864~~854,~~182~~357	$	1,~~870~~864,~~296~~182	$	~~1,208,374~~
Cost of Goods Sold, Buying and Occupancy Costs	1,~~335~~453,~~588~~975		1,~~311~~335,~~829~~588		~~1,213,281~~
GROSS PROFIT/(LOSS)	528,594		558,467		(4,907)
GROSS PROFIT	400,382		528,594
Operating Expenses:
Operating Expenses (Income):
Selling, general, and administrative expenses	~~596~~594,~~671~~106		~~558~~596,~~187~~671		~~450,834~~
Other operating income, net	(590)		(499)		(526)
Royalty income	(22,375)		—
TOTAL OPERATING EXPENSES	596,081		557,688		450,308
Other operating income, net	(9,375)		(590)
OPERATING (LOSS)/INCOME	(67,487)		779		(455,215)
TOTAL OPERATING EXPENSES	562,356		596,081
Interest Expense, Net	29,103		15,198		3,401
OPERATING LOSS	(161,974)		(67,487)
Gain on Transaction with WHP	(409,493)		—		—
Interest Expense, Net	20,058		29,103
Other (Income)/Expense, Net	(1,384)		(298)		2,733
Gain on Transaction with WHP	—		(409,493)
INCOME/(LOSS) BEFORE INCOME TAXES	314,287		(14,121)		(461,349)
Other Expense (Income), Net	27,200		(1,384)
Income Tax Expense/(Benefit)	20,453		315		(55,900)
(LOSS) INCOME BEFORE INCOME TAXES	(209,232)		314,287
NET INCOME/(LOSS)	$	293,834	$	(14,436)	$	(405,449)
Income Tax (Benefit) Expense	(693)		20,453
COMPREHENSIVE INCOME/(LOSS)	$	293,834	$	(14,436)	$	(405,449)
NET (LOSS) INCOME	$	(208,539)	$	293,834
COMPREHENSIVE (LOSS) INCOME	$	(208,539)	$	293,834
EARNINGS PER SHARE:
Basic	$	4(55.3289)	$	(086.~~22)~~37	$	~~(6.27)~~
Diluted	$	4(55.2589)	$	(085.~~22)~~10	$	~~(6.27)~~
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic	683,~~046~~731		663,~~448~~402		~~64,624~~
Diluted	693,~~058~~731		663,~~448~~453		~~64,624~~

See Notes to Consolidated Financial Statements.

~~EXPRESS~~EXP OldCo Winddown, ~~INC~~Inc. | ~~2022~~2023 ~~Form~~FORM 10-K | 5234

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EXPRESS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(Amounts in Thousands)

	Common Stock									Treasury Stock
	Shares Outstanding	Par Value		AdditionalPaid-inCapital		RetainedEarnings		Accumulated Other Comprehensive Loss		Shares	At Average Cost		Total
BALANCE, February 1, 2020	63,922	$	936	$	215,207	$	533,690	$	—	29,710	$	(343,531)	$	406,302
BALANCE, January 29, 2022	3,354	$	47	$	220,967	$	77,093	$	—	1,327	$	(296,799)	$	1,308
Net loss	—	—		—		(405,449)		—		—	—		(405,449)
Exercise of stock options and restricted stock	1,392	—		(2,528)		(13,509)		—		(1,392)	16,037		—
Share-based compensation	—	—		9,462		—		—		—	—		9,462
Repurchase of common stock	(343)	—		—		—		—		343	(626)		(626)
BALANCE, January 30, 2021	64,971	$	936	$	222,141	$	114,732	$	—	28,661	$	(328,120)	$	9,689
Net loss	—	—		—		(14,436)		—		—	—		(14,436)
Exercise of stock options and restricted stock	3,084	—		(11,872)		(23,203)		—		(3,084)	35,075		—
Share-based compensation	—	—		9,809		—		—		—	—		9,809
Repurchase of common stock	(983)	—		—		—		—		983	(3,754)		(3,754)
BALANCE, January 29, 2022	67,072	$	936	$	220,078	$	77,093	$	—	26,560	$	(296,799)	$	1,308
Net income	—	—		—		293,834		—		—	—		293,834
Issuance of common stock	~~5,435~~272	543		6,~~845~~896		—		—		—	—		6,899
Exercise of stock options and restricted stock	1,888	—		(5,830)		(15,191)		—		(1,888)	21,021		—
Exercise of stock options and vesting of restricted stock units	94	—		(5,830)		(15,191)		—		(94)	21,021		—
Share-based compensation	—	—		7,540		—		—		—	—		7,540
Repurchase of common stock	(~~635~~32)	—		—		—		—		~~635~~32	(2,012)		(2,012)
BALANCE, January 28, 2023	733,~~760~~688	$	~~990~~50	$	~~228~~229,~~633~~573	$	355,736	$	—	251,~~307~~265	$	(277,790)	$	307,569
Net loss	—	—		—		(208,539)		—		—	—		(208,539)
Exercise of stock options and vesting of restricted stock units	81	—		(1,284)		(16,445)		—		(81)	17,729		—
Share-based compensation	—	—		(4,892)		—		—		—	—		(4,892)
Repurchase of common stock	(22)	—		—		—		—		22	(371)		(371)
BALANCE, February 3, 2024	3,747	$	50	$	223,397	$	130,752	$	—	1,206	$	(260,432)	$	93,767

See Notes to Consolidated Financial Statements.

~~EXPRESS~~EXP OldCo Winddown, ~~INC~~Inc. | ~~2022~~2023 ~~Form~~FORM 10-K | 5335

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EXPRESS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in Thousands)

	2022		2021		2020
	2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES:
OPERATING ACTIVITIES
Net income/(loss)	$	293,834	$	(14,436)	$	(405,449)
Net (loss) income	$	(208,539)	$	293,834
Adjustments to reconcile net income/(loss) to net cash (used in) provided by operating activities:
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization	6253,~~169~~262		6762,~~622~~169		~~73,698~~
Gain on transaction with WHP	~~(409,493)~~—		—(409,493)		—
Loss on extinguishment of debt	~~4,500~~—		—4,500		—
Loss on disposal of property and equipment	5742		~~140~~57		~~901~~
Impairment of property, equipment and lease assets	23,~~150~~428		—2,150		~~34,380~~
Equity method investment impairment	—27,200		—		~~3,233~~
Share-based compensation	7(4,~~540~~892)		97,~~809~~540		~~9,462~~
Deferred taxes	10(2,~~868~~733)		—10,868		~~54,967~~
Landlord allowance amortization	(~~387~~307)		(~~496~~387)		~~(416)~~
Other non-cash adjustments	—		—		(500)
Changes in operating assets and liabilities:
Receivables, net	(~~630~~17,203)		~~2,812~~(630)		~~(3,732)~~
Income tax receivable	~~(75)~~6,319		~~57,677~~(75)		~~(108,342)~~
Prepaid royalty	(59,565)		—(59,565)		—
Inventories	(647,~~854)~~045		(946,~~435~~854)		~~(44,057)~~
Deferred royalty income	(19,852)		—19,852		—
Accounts payable, deferred revenue, and accrued expenses	(46,367)		68,304		68,275
Accounts payable, deferred revenue and accrued expenses	17,611		(46,367)
Other assets and liabilities	(3417,~~679~~782)		(734,~~617~~679)		~~(6,046)~~
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	(157,080)		89,380		(323,626)
NET CASH USED IN OPERATING ACTIVITIES	(56,836)		(157,080)
CASH FLOWS FROM INVESTING ACTIVITIES:
INVESTING ACTIVITIES
Capital expenditures	(4726,~~375~~057)		(3447,~~771~~375)		~~(16,854)~~
Proceeds from WHP transaction	243,387		—		—
Acquisition, net of cash acquired	(28,300)		—
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES	196,012		(34,771)		(16,854)
Proceeds from WHP transaction	—		243,387
CASH FLOWS FROM FINANCING ACTIVITIES:
Costs related to WHP transaction	(104)		—
Proceeds from borrowings under the revolving credit facility	350,470		148,000		165,000
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES	(54,461)		196,012
Repayment of borrowings under the revolving credit facility	(263,470)		(219,050)		(58,950)
FINANCING ACTIVITIES
Proceeds from borrowings under the term loan facility	—		50,000		90,000
Proceeds from borrowings under the revolving credit facility	315,250		350,470
Repayment of borrowings under the term loan facility	(96,737)		(43,263)		—
Repayment of borrowings under the revolving credit facility	(292,906)		(263,470)
Proceeds on financing arrangements	—		—		2,634
Proceeds from term loan facility	65,000		—
Repayments of financing arrangements	—		(769)		(1,864)
Repayment of borrowings under term loan facility	(1,927)		(96,737)
Costs incurred in connection with debt arrangements	(93,~~646~~185)		(~~471~~9,646)		~~(6,979)~~
Proceeds on issuance of common stock	~~6,899~~—		—6,899		—
Repurchase of common stock for tax withholding obligations	(~~2,012~~371)		(32,~~754~~012)		~~(626)~~
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES	(14,496)		(69,307)		189,215
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	81,861		(14,496)
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	24,436		(14,698)		(151,265)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(29,436)		24,436
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	4165,~~176~~612		5541,~~874~~176		~~207,139~~
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	6536,~~612~~176	$	4165,~~176~~612	$	~~55,874~~
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	2515,~~121~~243	$	1125,~~259~~121	$	~~2,676~~
Cash paid to taxing authorities	$	1,~~374~~881	$	~~573~~1,374	$	~~621~~

See Notes to Consolidated Financial Statements.

~~EXPRESS~~EXP OldCo Winddown, ~~INC~~Inc. | ~~2022~~2023 ~~Form~~FORM 10-K | 5436

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EXPRESS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

		Page
Note 1	Description of Business and Basis of Presentation	5638
Note 2	Summary of Significant Accounting Policies	5741
Note 3	Property and Equipment, Net	6448
Note 4	Equity Method Investment	6448
Note 5	~~Leases~~Acquisitions	6650
Note 6	~~Income Taxes~~Leases	6853
Note 7	~~Debt~~Income Taxes	7155
Note 8	~~Stockholders' Equity~~Debt	7357
Note 9	~~Long-Term~~Stockholders' ~~Incentive Compensation~~Equity	7460
Note 10	~~Earnings~~Long-Term ~~Per~~Incentive ~~Share~~Compensation	7761
Note 11	~~Retirement~~Earnings ~~Benefits~~Per Share	7763
Note 12	~~Commitments~~Retirement ~~and Contingencies~~Benefits	7864
Note 13	Commitments and Contingencies	64
Note 14	Subsequent Events	64

~~EXPRESS~~EXP OldCo Winddown, ~~INC~~Inc. | ~~2022~~2023 ~~Form~~FORM 10-K | 5537

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NOTE 1 | DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Business Description

~~Express,~~Prior ~~Inc.,~~to ~~together~~completing ~~with~~the ~~its~~going-concern ~~subsidiaries~~sale transaction (~~“Express”~~described ~~or the “Company”~~below), isExpress, aInc. ~~fashion~~(which, ~~retail~~effective ~~company~~as ~~whose~~of ~~business~~September ~~includes an omnichannel operating platform~~18, ~~physical and online stores~~2024, ~~and~~changed aits ~~multi-brand~~name ~~portfolio~~to ~~that~~EXP ~~includes~~OldCo ~~Express~~Winddown, ~~and UpWest~~Inc., ~~The~~together ~~Express~~with ~~brand~~its ~~launched~~subsidiaries in“Express” ~~1980~~or ~~with~~ the ~~idea~~“Company”) ~~that~~previously ~~style,~~operated ~~quality~~as ~~and~~a ~~value~~multi-brand ~~should~~fashion ~~all~~retailer bewith ~~found~~an inomnichannel ~~one place. Today~~platform, ~~Express~~including isboth aphysical ~~brand~~and ~~with~~online ~~a purpose - We Create Confidence~~stores. WeThe ~~Inspire~~Company’s ~~Self-Expression.~~two brand-based ~~powered~~operating bysegments awere ~~styling~~Express, ~~community.~~which included UpWest ~~launched~~and ~~in 2019 with a purpose to Provide Comfort for People & Planet~~Bonobos.

~~The~~Brand ~~Company~~Description ~~operates~~Express ~~553~~Grounded ~~retail~~in ~~and~~a ~~factory~~belief ~~outlet~~that ~~stores~~style, inquality ~~the~~and ~~United~~value ~~States~~should ~~and~~all ~~Puerto~~be ~~Rico~~found in one place, ~~the~~Express ~~express.com~~is ~~online~~a ~~store~~brand ~~and~~with ~~the~~a ~~Express~~purpose ~~mobile~~- ~~app~~We Create Confidence. ~~Express~~We isInspire ~~comprised~~Self-Expression. of- ~~the~~powered ~~brands~~by ~~Express~~a ~~and~~styling ~~UpWest~~community. AsUpWest ofUpWest ~~January 28,~~is ~~2023~~an apparel, ~~Express~~accessories ~~operated~~and ~~355~~home ~~primarily~~goods ~~mall-based~~brand ~~retail~~with ~~stores~~a inpurpose ~~the~~to ~~United~~provide ~~States~~comfort for people and ~~Puerto~~planet. ~~Rico~~Bonobos asBonobos ~~well~~is asa ~~198~~menswear ~~factory~~brand ~~outlets~~known for exceptional fit and an innovative retail model.

As of February 3, 2024, the Company operated 589 retail and factory outlet stores in the United States and Puerto Rico, the express.com online store, the Express mobile app, the bonobos.com online store and the upwest.com online store. As of February 3, 2024, the composition of Express operated stores was as follows:


			Store Count
Express
Retail stores			326
Outlet stores			192
Total retail and outlet stores			518
UpWest			12
Bonobos			59
Total stores			589

Chapter 11 Cases

On April 22, 2024 (the “Petition Date”), the Company and certain of its direct and indirect subsidiaries (then known as Express Topco LLC; Express Holding, LLC; Express Finance Corp.; Express LLC; Express Fashion Investments, LLC; Express Fashion Logistics, LLC; Express Fashion Operations, LLC.; Express GC, LCC; Express BNBS Fashion, LLC; UW, LLC; and Express Fashion Digital Services Costa Rica, S.R.L. collectively, the “Debtors”) filed voluntary petitions to commence proceedings under chapter 11 (the “Chapter 11 Cases”) of title 11 of the United States Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). On December 17, 2024, the Bankruptcy Court confirmed a joint plan of reorganization (the “Plan”). The Chapter 11 Cases are being jointly administered under the caption “In re: Express, Inc., et al.” (Case No. 24-10831).

EXP OldCo Winddown, Inc. | 2023 FORM 10-K | 38

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Additionally through the Chapter 11 process, the Debtors provided notice of and completed rejection of 118 unexpired leases in accordance with the procedures approved by the Bankruptcy Court.

On July 10, 2024, the ability for persons or entities (other than governmental units) to file proofs of claim in the Chapter 11 Cases expired.

Refer to Note 14 for further discussion regarding the Chapter 11 Cases.

Bonobos Acquisition

On May 23, 2023, the Company completed the acquisition of the operating assets of Bonobos, a menswear brand known for exceptional fit and an innovative retail model. Refer to Note 5 for further discussion regarding the acquisition.

WHP Strategic Partnership

OnIn ~~December~~the 8,fourth quarter of 2022, Express ~~entered~~closed ~~into~~the a strategic partnership transaction with WHP Global (“WHP”), a leading global brand management firm. ~~The~~In ~~mutually~~connection ~~transformative~~with ~~strategic partnership advances~~ the ~~Company's~~closing ~~omnichannel~~of ~~platform~~this ~~which~~transaction isin ~~expected~~January ~~to drive accelerated~~2023, ~~long-term growth through~~ the ~~acquisition and operation of a portfolio of brands. The~~ Company and WHP ~~have~~ also formed ~~EXP Topco, LLC,~~ an intellectual property joint venture (the “Joint Venture”), intended to scale the Express brand through new domestic category licensing and international expansion opportunities. Refer to Note 4 ~~included elsewhere in this Annual Report~~ for further discussion regarding the WHP partnership.

Reverse Stock Split and Recasting of Per-Share Amounts

On August 14, 2023, the Company’s Board of Directors (the "Board") approved the implementation of a 1-for-20 reverse stock split of the Company’s common stock, par value $0.01 per share (“Common Stock”), and a corresponding proportional reduction in the number of authorized shares of Common Stock. The reverse stock split was effected after market close on August 30, 2023 (the “Effective Date”), and shares of Common Stock began trading on a split-adjusted basis as of market open on August 31, 2023.

All shares of Common Stock, stock option awards and per share amounts contained in the Consolidated Financial Statements and Notes have been retroactively adjusted to reflect the 1-for-20 reverse stock split. Refer to Note 9 for further discussion regarding the reverse stock split.

Restructuring Costs

On July 14, 2023 and August 17, 2023, the Company announced and implemented respective phases of a workforce reduction. During 2023, in connection with the restructuring of the Company’s work force, the Company recognized $4.7 million in restructuring and related reorganization charges with $2.7 million recorded in cost of goods sold, buying and occupancy costs and $2.0 million recorded in selling, general and administrative expense in the Consolidated Statements of Income and Comprehensive Income. The charges were primarily related to employee severance and benefit costs.

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Fiscal Year

The Company's fiscal year ends on the Saturday closest to January 31. Fiscal years are referred to by the calendar year in which the fiscal year commences. All references herein to the Company's fiscal years are as follows:

Fiscal Year	Year Ended	Number of Weeks
2023	February 3, 2024	53
2022	January 28, 2023	52
2021	January 29, 2022	52
2020	January 30, 2021	52

Basis of Presentation

Express, Inc., a holding company, owns all of the outstanding equity interests in Express Topco LLC, a holding company, which owns all of the outstanding equity interests in Express Holding, LLC ("Express Holding"). Express Holding owns all of the outstanding equity interests in Express, LLC. Express, ~~LLC~~Inc., ~~together~~through ~~with~~ its indirect, wholly owned subsidiaries, including Express Fashion Operations, LLC, conducts the operations of the Company and Express Fashion Investments, LLC which owns a 40% economic interest with significant influence in the Joint Venture.

Principles of Consolidation

The Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. ~~The~~As of February 3, 2024, the Company ~~holds~~indirectly held a 40% equity method interest in the Joint Venture, which is majority owned by WH Borrower, LLC, an affiliate of WHP. All intercompany transactions and balances have been eliminated in consolidation. The financial results of Bonobos have been included in the Consolidated Financial Statements from the date of the completion of the acquisition on May 23, 2023.

Segment Reporting

The Company defines an operating segment on the same basis that it uses to evaluate performance internally. The Company ~~has~~ determined that, ~~together,~~ its Chief Executive Officer ~~and~~is ~~its President and Chief Operating Officer are~~ the Chief Operating Decision Maker (the "CODM"), and that there iswere ~~one~~two brand-based operating ~~segment.~~segments: ~~Therefore~~Express, ~~the~~which ~~Company~~includes ~~reports~~UpWest, ~~results~~and asBonobos. aThese ~~single~~operating ~~segment,~~segments ~~which~~had ~~includes~~similar ~~the~~economic ~~operation~~characteristics, classes of ~~its~~consumers, ~~Express~~products, ~~brick-~~and~~-mortar~~ ~~retail~~production and ~~outlet~~distribution ~~stores~~methods, ~~eCommerce~~operate ~~operations~~in the same regulatory environments, and ~~franchise~~have ~~operations~~been aggregated into one reportable segment.

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Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenue and expense during the reporting period, as well as the related disclosure of contingent assets and liabilities as of the date of the Consolidated Financial Statements. Actual results may differ from those estimates. The Company revises its estimates and assumptions as new information becomes available.

Accounting Pronouncements Not Yet Adopted

In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements under ASU 2023-07 are also required for public entities with a single

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reportable segment. The ASU would have been effective for the Company’s Form 10-K for the fiscal year ended February 1, 2025, and subsequent interim periods, with early adoption permitted. The Company has not adopted this ASU and has not reflected its impact on its Consolidated Financial Statements and disclosures.

In December 2023, the FASB issued a final standard on ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. For public business entities, the requirement will be effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company has not adopted this ASU and has not reflected its impact on its Consolidated Financial Statements and disclosures.

Going Concern and Management’s Plans

~~The~~Given ~~Company~~the Debtors’s ~~revenues,~~need ~~results~~to ofimplement ~~operations~~a ~~and~~chapter ~~cash~~11 ~~flows~~restructuring ~~have~~plan, ~~been~~as ~~materially~~well ~~adversely~~as ~~impacted~~the ininherent ~~the~~risks, ~~third~~unknown results and ~~fourth~~inherent ~~quarters~~uncertainties ofsurrounding ~~2022~~the ~~reversing~~outcome of the ~~trend~~Chapter ~~seen~~11 ~~into~~Cases and the ~~second~~Company’s ~~quarter~~ability ofto ~~2022.~~satisfy ~~The~~its ~~persistently~~financial ~~challenging~~obligations ~~macroeconomic~~that ~~and~~may ~~retail apparel environments~~arise, ~~which~~management ~~became~~has ~~more~~concluded ~~pronounced~~that asthere ~~the~~is ~~year~~substantial ~~progressed,~~doubt ~~significantly~~about ~~impacted~~ the Company'’s ~~performance.~~ability ~~Net~~to ~~sales~~continue ~~during~~as ~~2022~~a ~~decreased~~going ~~approximately~~concern ~~$6.1 million~~for ~~compared~~12 tomonths ~~2021~~following ~~and~~the ~~this~~issuance ~~decline,~~of ~~coupled~~the ~~with~~financial anstatements. ~~increase~~Following inthe ~~promotional~~implementation ~~activity~~of the Plan, ~~drove~~which ~~gross~~is ~~margin~~anticipated ~~and~~to ~~operating~~go ~~loss~~effective ~~below~~on or about December 31, 2024, the Company's ~~expectations.~~and ~~For~~other ~~2022~~Debtors will have no operations, other than those relating to the ~~Company~~wind-down ~~reported~~process ~~operating~~provided ~~loss~~in ofthe ~~$67~~Plan.~~5 million~~ ~~and~~Refer ~~negative~~to ~~operating~~Note ~~cash~~14 ~~flows~~for offurther ~~$157~~discussion regarding the Chapter 11 Cases.~~1 million.~~

During the fourth quarter of 2022, the Company amended its existing $140.0 million Term Loan Credit Facility and existing $250.0 million Asset-Based Revolving Credit. The Amended Term Loan Facility refinanced the $90.0 million “first in, last out” term loan facility with a new $90.0 million “first in, last out” term loan facility and terminated the $50.0 million delayed draw term loan facility. The 2022 Amended Revolving Credit Facility increased the maximum revolver amount by $40.0 million to $290.0 million. Subsequent to the debt amendment transaction and prior to the closing of the fiscal year, the Company entered into the strategic partnership with WHP that provided $260.0 million in proceeds which it used to pay off (i) the remaining $90.0 million outstanding on our Term Loan and (ii) a portion of our Amended Revolving Credit Facility. Refer to Note 7 in the Company's Consolidated Financial Statements included elsewhere in this Annual Report for further details regarding the Amended Revolving Credit Facility. As of January 28, 2023, the Company is currently in compliance with its covenants, however, due to the uncertainty in the Company’s business, the Company could experience material further decreases to revenues and cash flows and may experience difficulty remaining in compliance with financial covenants under the Amended Revolving Credit Facility. When conditions and events, in the aggregate, impact an entity's ability to continue as a going concern, management evaluates the mitigating effect of its plans to determine if it is probable that the plans will be effectively implemented and, when implemented, the plans will mitigate the relevant conditions or events.

The Company's plans are focused on improving its results and liquidity through cost reductions and improved sales trends as we move through 2023. The Company has contingency plans which would further reduce or defer additional expenses and cash outlays, should operations weaken beyond current forecasts. The Company believes these plans are probable of being successfully implemented, which will result in adequate cash flows to support its ongoing operations and to meet its covenant requirements for at least one year following the date these financial statements are issued.

NOTE 2 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

Cash and cash equivalents include investments in money market funds, payments due from banks for third-party credit and debit card transactions for up to five days of sales, cash on hand, and deposits with financial institutions. As of ~~January~~February 283, ~~2023~~2024 and January 2928, ~~2022~~2023, amounts due from banks for credit and debit card transactions totaled approximately $109.14 million and $10.31 million, respectively.

Outstanding checks not yet presented for payment amounted to $3112.25 million and $2931.12 million as of ~~January~~February 283, ~~2023~~2024 and January 2928, ~~2022~~2023, respectively, and are included in accounts payable on the Consolidated Balance Sheets.

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Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are classified using the following hierarchy, which is based upon the transparency of inputs to the valuation as of the measurement date.

■Level 1 - Valuation is based upon quoted prices (unadjusted) for identical assets or liabilities in active markets.

■Level 2 - Valuation is based upon quoted prices for similar assets and liabilities in active markets or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

■Level 3 - Valuation is based upon other unobservable inputs that are significant to the fair value measurement.

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Financial Assets

The following table presents the Company's financial assets, recorded in cash and cash equivalents on the Consolidated Balance Sheets, measured at fair value on a recurring basis as of ~~January~~February 283, ~~2023~~2024 and January 2928, ~~2022~~2023, aggregated by the level in the fair value hierarchy within which those measurements fall.

	January 28, 2023
	February 3, 2024
	Level 1		Level 2		Level 3
	(in thousands)
Money market funds	$	~~47,792~~—	$	—	$	—
	January 29, 2022
	January 28, 2023
	Level 1		Level 2		Level 3
	(in thousands)
Money market funds	$	—47,792	$	—	$	—

The money market funds are valued using quoted market prices in active markets.

Non-Financial Assets

The Company's non-financial assets, which include fixtures, equipment, improvements, right of use assets, and an equity method investment, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur indicating the carrying value of these assets may not be recoverable, or annually in the case of indefinite-lived intangibles, an impairment test is required. ~~See~~to ~~additional~~be ~~discussion~~performed ~~under~~by the ~~heading "Property and Equipment, Net" in this note below~~Company.

The carrying amounts reflected on the Consolidated Balance Sheets for the remaining cash, cash equivalents, receivables, prepaid expenses, and payables as of ~~January~~February 283, ~~2023~~2024 and January 2928, ~~2022~~2023 approximated their fair values. The equity method investment is reflected at cost, and is the result of a market participant transaction with WHP whereby the Company received proceeds ~~for~~of $260.0 million and a 6040% ownership interest in the ~~intellectual property it contributed to the~~ Joint Venture. ~~The~~in ~~Company~~exchange ~~has~~for acontributing ~~40%~~certain ~~interest~~intellectual inproperty to the Joint Venture.

The Company reviews its equity method investment by comparing its fair value to its carrying value. If the carrying value of the investment exceeds its fair value and the loss in value is other than temporary, the investment is considered impaired and reduced to fair value, and the impairment is recognized in the period identified. Factors providing evidence of such a loss include changes in the investee's operations or financial condition, significant continuing losses, significant negative economic conditions or a significant decrease in the market value. Impairment charges are recorded in other expense (income), net in the Consolidated Statements of Income and Comprehensive Income. During 2023, the Company recognized an impairment charge of $27.2 million related to its equity method investment. Refer to Note 4 for further discussion regarding the equity method investment impairment.

Receivables, Net

Receivables, net consist primarily of construction allowances, receivables from the Bank related to the Card Agreement, our franchisees, and third-party resellers of our gift cards, and other miscellaneous receivables. Outstanding receivables are continuously reviewed for collectability. The Company's allowance for estimated credit losses was not significant as of ~~January~~February 283, ~~2023~~2024 or January 2928, ~~2022~~2023.

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Inventories

Inventories are principally valued at the lower of cost or net realizable value on a weighted-average cost basis. The Company writes down inventory, the impact of which is reflected in cost of goods sold, buying and occupancy costs in the Consolidated Statements of Income and Comprehensive Income, if the cost of specific inventory items on hand exceeds the amount the Company expects to realize from the ultimate sale or disposal of the inventory. These estimates are based on management's judgment regarding future demand and market conditions and analysis of historical experience. The lower of cost or net realizable value adjustment to inventory as of ~~January~~February 283, ~~2023~~2024 and January 2928, ~~2022~~2023 was $1015.31 million and $1410.23 million, respectively.

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The Company also records an inventory shrink reserve for estimated merchandise inventory losses between the last physical inventory count and the balance sheet date. This estimate is based on management's analysis of historical results.

Advertising

Advertising production costs are expensed at the time the promotion first appears in media, stores, or on the website. Total advertising expense was $~~134~~122.~~9 million, $135.~~0 million and $~~110~~134.69 million in ~~2022,~~2023 ~~2021,~~ and ~~2020~~2022, respectively. Advertising costs are included in selling, general, and administrative expenses in the Consolidated Statements of Income and Comprehensive Income.

Property and Equipment, Net

Property and equipment are stated at cost. Depreciation of property and equipment is computed on a straight-line basis, using the following useful lives:


Category			Depreciable Life
Software, including software developed for internal use			3 - 7 years
Store related assets and other property and equipment			3 - 10 years
Furniture, fixtures and equipment			5 - 7 years
Leasehold improvements			Shorter of lease term or useful life of the asset, typically no longer than 10 years
Building improvements			6 - 30 years

When a decision is made to dispose of property and equipment prior to the end of its previously estimated useful life, depreciation estimates are revised to reflect the use of the asset over the shortened estimated useful life. The cost of assets sold or retired and the related accumulated depreciation are removed from the accounts with any resulting gain or loss included in other operating income, net, in the Consolidated Statements of Income and Comprehensive Income. Maintenance and repairs are charged to expense as incurred. Major renewals and betterments that extend useful lives are capitalized.

Store Asset Impairment

Property and equipment, including the right of use assets, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur indicating the carrying value of these assets may not be recoverable, an impairment test is required. These events include, but are not limited to, material adverse changes in projected revenues, present cash flow losses combined with a history of cash flow losses and a forecast that demonstrates significant continuing losses, significant negative economic conditions, a significant decrease in the market value of an asset and store closure or relocation decisions. The reviews are conducted at the store level, the lowest identifiable level of cash flow.

Stores that display an indicator of impairment are subjected to an impairment assessment. Such stores are tested for recoverability by comparing the sum of the estimated future undiscounted cash flows to the carrying amount of the asset. This recoverability test requires management to make assumptions and judgments related, but not limited, to management’s expectations for future cash flows from operating the store.

▪The key assumption used in the undiscounted future store cash flow models is the sales growth rate.

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An impairment loss may be recognized when these undiscounted future cash flows are less than the carrying amount of the asset group. In the circumstance of impairment, any loss would be measured as the excess of the carrying amount of the asset group over its fair value. Fair value of the store-related assets is determined at the individual store level based on the highest and best use of the asset group.

•▪The key assumptions used in the fair value analysis may include discounted estimates of future store cash flows from operating the store and/or comparable market rents.

~~During~~EXP ~~2022,~~OldCo ~~2021 and 2020~~Winddown, ~~the~~Inc. ~~Company~~| ~~recognized~~2023 ~~impairment~~FORM ~~charges~~10-K as| ~~follows:~~43

	2022		2021		2020
	(in thousands)
Right of use asset impairment	$	1,483	$	—	$	25,117
Property and equipment asset impairment	667		—		9,263
Total asset impairment	$	2,150	$	—	$	34,380

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During 2023 and 2022, the Company recognized impairment charges as follows:


	2023		2022
	(in thousands)
Right of use asset impairment	$	1,939	$	1,483
Property and equipment asset impairment	1,489		667
Total asset impairment	$	3,428	$	2,150

Impairment charges are recorded in cost of goods sold, buying and occupancy costs in the Consolidated Statements of Income and Comprehensive Income.

Equity Method Investments

The Company accounts for ~~each~~its of40% ~~its~~economic ~~equity~~interest ~~investments~~in the Joint Venture, through which it exercises significant influence but does not have control over the investee, under the equity method. Under the equity method, the Company ~~recorded~~records its investment in the investee on the balance sheet initially at cost, and subsequently adjusts the carrying amount based on its share of the investee's net income or loss. Royalty distributions received from the investee are recognized as a reduction of the carrying amount of the investment. The Company's share of equity (income)/ losses and other adjustments associated with ~~these~~this equity ~~investments~~method ~~will~~investment beis included in ~~other~~royalty ~~operating~~ income, ~~net~~ in the Consolidated Statements of Income and Comprehensive Income. The carrying value for the Company's equity investment is reported in ~~Equity~~equity ~~Method~~method ~~Investment~~investment on the Consolidated Balance Sheets. The Company reports its share of earnings using a one-month lag because results are not available in time for it to record them in the concurrent period. This convention ~~does~~has not historically materially ~~impact~~impacted the Company's results.

The Company reviews its equity investments accounted for under the equity method of accounting for impairment by comparing the fair value of each of its investments to their carrying value. If the carrying value of an investment exceeds its fair value and the loss in value is other than temporary, the investment is considered impaired and reduced to fair value, and the impairment is recognized in the period identified. Factors providing evidence of such a loss include changes in the investee's operations or financial condition, significant continuing losses, significant negative economic conditions or a significant decrease in the market value. Impairment charges are recorded in other expense/(income), net in the Consolidated Statements of Income and Comprehensive Income.

Income Taxes

The Company accounts for income taxes using the asset and liability method. Under this method, the amount of taxes currently payable or refundable are accrued, and deferred tax assets and liabilities are recognized for the estimated future tax consequences of temporary differences that currently exist between the tax basis and financial reporting basis of the Company's assets and liabilities. Valuation allowances are established against deferred tax assets when it is more likely than not that the realization of those deferred tax assets will not occur.

Deferred tax assets and liabilities are measured using the enacted tax rates in effect in the years when those temporary differences are expected to reverse. The effect on deferred taxes from a change in tax rate is recognized through continuing operations in the period that includes the enactment date of the change. Changes in tax laws and rates could affect recorded deferred tax assets and liabilities in the future.

The Company considers all available evidence, both positive and negative, when evaluating whether deferred tax assets are realizable. Such factors include past operating results, taxable income in prior carryback years, future reversal of existing temporary differences, prudent and feasible tax planning strategies and forecasts of future operating income. The past operating results is given more weight than expectations of future profitability, which is inherently uncertain. The assumptions utilized in determining future taxable income require significant judgment and actual operating results in future years could differ from the Company’s current assumptions and estimates.

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inherently uncertain. The assumptions utilized in determining future taxable income require significant judgment and actual operating results in future years could differ from the Company’s current assumptions and estimates.

A tax benefit from an uncertain tax position may be recognized when it is more-likely-than-not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized.

The Company recognizes tax liabilities for uncertain tax positions and adjusts these liabilities when the Company's judgment changes as a result of the evaluation of new information not previously available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense and the effective tax rate in the period in which the new information becomes available.

Interest and penalties related to unrecognized tax benefits are recognized within income tax expense in the Consolidated Statements of Income and Comprehensive Income. Accrued interest and penalties are included within other long-term liabilities on the Consolidated Balance Sheets.

~~The~~EXP ~~income~~OldCo ~~tax~~Winddown, ~~liability was $8~~Inc.0 ~~million~~| ~~and $0.8 million as of January 28,~~ 2023 ~~and~~FORM ~~January 29,~~10-K ~~2022,~~| ~~respectively, and is included in accrued expenses on the Consolidated Balance Sheets.~~ 44

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The income tax liability was $2.6 million and $8.0 million as of February 3, 2024 and January 28, 2023, respectively, and is included in accrued expenses on the Consolidated Balance Sheets.

The Company may be subject to periodic audits by the Internal Revenue Service ("IRS") and other taxing authorities. These audits may challenge certain of the Company's tax positions, such as the timing and amount of deductions and allocation of taxable income to various jurisdictions.

Self-Insurance

The Company is generally self-insured in the United States for medical, workers' compensation and general liability benefits up to certain stop-loss limits. Such costs are accrued based on known claims and estimates of incurred but not reported (“IBNR”) claims. IBNR claims are estimated using historical claim information and actuarial estimates. The accrued liability for self-insurance is included in accrued expenses on the Consolidated Balance Sheets.

Revenue Recognition

All revenues are recognized in net sales in the Consolidated Statements of Income and Comprehensive Income.

The following is information regarding the Company's major product categories and sales channels:

2022

2021

2020

2023

2022

(in thousands)

Apparel

1,~~667~~678,~~833~~831

1,~~652~~667,~~706~~833

~~1,033,140~~

Accessories and other

~~144~~120,~~356~~042

~~168~~144,~~211~~356

~~132,069~~

Other revenue

5155,~~993~~484

4951,~~379~~993

~~43,165~~

Total net sales

1,~~864~~854,~~182~~357

1,~~870~~864,~~296~~182

~~1,208,374~~

2022

2021

2020

2023

2022

(in thousands)

Retail

1,~~314~~370,~~647~~374

1,~~339~~314,~~091~~647

~~860,613~~

Outlet

~~497~~428,~~542~~499

~~481~~497,~~826~~542

~~304,596~~

Other revenue

5155,~~993~~484

4951,~~379~~993

~~43,165~~

Total net sales

1,~~864~~854,~~182~~357

1,~~870~~864,~~296~~182

~~1,208,374~~

Merchandise returns are reflected in the accounting records of the channel where they are physically returned. Other revenue consists primarily of revenue earned from our private label credit card agreement, shipping and handling revenue related to eCommerce activity, sell-off revenue related to marked-out-of-stock inventory sales to third parties, revenue from gift card breakage and revenue from franchise agreements.

Revenue related to the Company’s international franchise operations was not material for any period presented and, therefore, is not reported separately from domestic revenue.

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Merchandise Sales

The Company recognizes sales for in-store purchases at the point-of-sale. Revenue related to eCommerce transactions is recognized upon shipment based on the fact that control transfers to the customer at that time. The Company has made a policy election to treat shipping and handling as costs to fulfill the contract, and as a result, any amounts received from customers are included in the transaction price allocated to the performance obligation of providing goods with a corresponding amount accrued within cost of goods sold, buying and occupancy costs in the Consolidated Statements of Income and Comprehensive Income for amounts paid to applicable carriers. Associate discounts on merchandise purchases are classified as a reduction of net sales. Net sales excludes sales tax collected from customers and remitted to governmental authorities.

The Company also sells merchandise to multiple franchisees pursuant to different franchise agreements. Revenues may consist of sales of merchandise and/or royalties. Revenues from merchandise sold to franchisees are recorded ~~at the time title transfers to the franchisees. Royalty revenue is based upon a percentage of the franchisee’s net sales to third parties and is earned when such sales to third parties occur.~~

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at the time title transfers to the franchisees. Royalty revenue is based upon a percentage of the franchisee’s net sales to third parties and is earned when such sales to third parties occur.

Loyalty Program

The Company maintains a customer loyalty program in which customers earn points toward rewards for qualifying purchases and other marketing activities. Upon reaching specified point values, customers are issued a reward, which they may redeem on merchandise purchases at the Company’s stores or on its website. Generally, rewards earned must be redeemed within 60 days from the date of issuance. The Company defers a portion of merchandise sales based on the estimated standalone selling price of the points earned. This deferred revenue is recognized as certificates are redeemed or expire. To calculate this deferral, the Company makes assumptions related to card holder redemption rates based on historical experience. The loyalty liability is included in deferred revenue on the Consolidated Balance Sheets.

	2022		2021
	2023		2022
	(in thousands)
Beginning balance loyalty deferred revenue	$	109,~~918~~939	$	810,~~951~~918
(Revenue recognized)/reduction in revenue	(979)		1,967
Reduction in revenue (revenue recognized)	407		(979)
Ending balance loyalty deferred revenue	$	910,~~939~~346	$	109,~~918~~939

Sales Returns Reserve

The Company reduces net sales and provides a reserve for projected merchandise returns based on prior experience. Merchandise returns are often resalable merchandise and are refunded by issuing the same payment tender as the original purchase. The sales returns reserve was $911.04 million and $9.80 million as of ~~January~~February 283, ~~2023~~2024 and January 2928, ~~2022~~2023, respectively, and is included in accrued expenses on the Consolidated Balance Sheets. The asset related to projected returned merchandise is included in other assets on the Consolidated Balance Sheets.

Gift Cards

The Company sells gift cards in its stores, on its eCommerce website and through third parties. These gift cards do not expire or lose value over periods of inactivity. The Company accounts for gift cards by recognizing a liability at the time a gift card is sold. The gift card liability balance was $2532.62 million and $25.16 million as of ~~January~~February 283, ~~2023~~2024 and January 2928, ~~2022~~2023, respectively, and is included in deferred revenue on the Consolidated Balance Sheets. As part of the acquisition of Bonobos, the Company acquired $7.5 million in gift card liability. Refer to Note 5 for further discussion regarding the acquisition. During ~~2022~~2023 and ~~2021~~2022, the Company recognized approximately $1312.90 million and $813.29 million of revenue that was previously included in the beginning gift card contract liability, respectively. The Company recognizes revenue from gift cards when they are redeemed by the customer. The Company also recognizes income on unredeemed gift cards, referred to as “gift card breakage.” Gift card breakage is recognized proportionately using a time-based attribution method from issuance of the gift card to the time when it can be determined that the likelihood of the gift card being redeemed is remote and that there is no legal obligation to remit unredeemed gift cards to relevant jurisdictions. The gift card breakage rate is based on historical redemption patterns. Gift card breakage is included within the other revenue component of net sales in the Consolidated Statements of Income and Comprehensive Income.

EXPRESS, INC. | 2022 Form 10-K | 62


	2023		2022
	(in thousands)
Beginning gift card liability	$	25,604	$	25,066
Issuances and acquired	39,575		30,780
Redemptions	(30,105)		(27,303)
Gift card breakage	(2,913)		(2,939)
Ending gift card liability	$	32,161	$	25,604

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	2022		2021
	(in thousands)
Beginning gift card liability	$	25,066	$	23,478
Issuances	30,780		31,339
Redemptions	(27,303)		(27,218)
Gift card breakage	(2,939)		(2,533)
Ending gift card liability	$	25,604	$	25,066

Private Label Credit Card

The Company has an agreement with Comenity Bank (the “Bank”) to provide customers with private label credit cards (the “Card Agreement”) which was amended on August 28, 2017 to extend the term of the arrangement through December 31, 2024. Each private label credit card bears the logo of the Express brand and can only be used at the Company’s store locations and eCommerce channel. The Bank is the sole owner of the accounts issued under the private label credit card program and absorbs the losses associated with non-payment by the private label card holders and a portion of any fraudulent usage of the accounts.

Pursuant to the Card Agreement, the Company receives amounts from the Bank during the term based on a percentage of private label credit card sales and is also eligible to receive incentive payments for the achievement of certain performance targets. These funds are recorded within the other revenue component of net sales in the Consolidated Statements of Income and Comprehensive Income. The Company also receives reimbursement funds from the Bank for certain expenses the Company incurs. These reimbursement funds are used by the Company to fund marketing and other programs associated with the private label credit card. The reimbursement funds received related to private label credit cards are recorded within the other revenue component of net sales in the Consolidated Statements of Income and Comprehensive Income.

In connection with the Card Agreement, the Bank agreed to pay the Company a $20.0 million refundable payment which the Company recognized upon receipt as deferred revenue within other long-term liabilities in the Consolidated Balance Sheets and began to recognize into income on a straight-line basis commencing January 2018. As of ~~January~~February 283, ~~2023~~2024, the deferred revenue balance of $52.56 million will be recognized over the remaining term of the amended Card Agreement within the other revenue component of net sales in the Consolidated Statements of Income and Comprehensive Income.

	2022		2021
	2023		2022
	(in thousands)
Beginning balance refundable payment liability	$	85,~~394~~516	$	118,~~272~~394
Recognized in revenue	(2,878)		(2,878)
Ending balance refundable payment liability	$	52,~~516~~638	$	85,~~394~~516

Cost of Goods Sold, Buying and Occupancy Costs

Cost of goods sold, buying and occupancy costs, includes merchandise costs, freight, inventory shrinkage, royalties paid to the Joint Venture and other gross margin related expenses. Buying and occupancy expenses primarily include payroll, benefit costs, and other operating expenses for the buying departments (merchandising, design, manufacturing and planning and allocation), distribution, eCommerce fulfillment, rent, common area maintenance, real estate taxes, utilities, maintenance and depreciation for stores.

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses include all operating costs not included in cost of goods sold, buying and occupancy costs, with the exception of proceeds received from insurance claims and gain/loss on disposal of assets, which are included in other operating income, net. These costs include payroll and other expenses related to operations at our corporate home office, store expenses other than occupancy, and marketing expenses.

~~EXPRESS,~~Royalty ~~INC.~~Income ~~| 2022 Form 10-K | 63~~

~~Table~~Royalty income consists of ~~Contents~~our share of equity income associated with our equity investment with WHP discussed in Note 4.

assets, which are included in other operating expense, net. These costs include payroll and other expenses related to operations at our corporate home office, store expenses other than occupancy, and marketing expenses.

Other Operating Income, Net

Other operating income, net primarily consists of gains/losses on disposal of assets, excess proceeds from the settlement of insurance claims and the write off of certain costs associated with aborted debt negotiations.

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Gain on Transaction with WHP

Gain on transaction with WHP primarily consists of proceeds from the sale of majority interest of intellectual property to the Joint Venture, the equity method investment and the premium paid on the common shares by WHP in 2022 discussed in Note 4.

Other Expense (Income)~~/Expense~~, Net

Other expense (income)~~/expense~~, net primarily consists of ~~payments~~the ~~received~~impairment ~~from~~of ~~Homage,~~the ~~LLC~~Company's equity method investment discussed in Note 4.

NOTE 3 | PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consisted of:

	January 28, 2023		January 29, 2022
	February 3, 2024		January 28, 2023
	(in thousands)
Building improvements	$	1612,~~312~~679	$	16,~~206~~312
Furniture, fixtures and equipment, and software	~~582~~583,~~205~~346		~~557~~582,~~130~~205
Leasehold improvements	~~402~~382,~~598~~620		~~393~~402,~~221~~598
Construction in process	178,~~652~~160		817,~~433~~652
Other	810		~~812~~810
Total	1987,~~019,577~~615		~~975~~1,~~802~~019,577
Less: accumulated depreciation	(~~886~~881,~~193~~700)		(~~827~~886,~~820~~193)
Property and equipment, net	$	~~133~~105,~~384~~915	$	~~147~~133,~~982~~384

Depreciation expense totaled $6155.51 million, ~~$66.5 million~~ and $7661.15 million in ~~2022,~~2023 ~~2021,~~ and ~~2020~~2022, respectively, excluding impairment charges discussed in Note 2.

NOTE 4 | EQUITY METHOD INVESTMENT

The following table is a summary of the Company’s equity method investment with WHP:

	% of Ownership	Balance Sheet Location	~~January~~February 283, ~~2023~~2024
			(in thousands)
EXP Topco, LLC.	40%	Equity Method Investment	$	166,106
EXP Topco, LLC	40%	Equity Method Investment	$	139,010

The Company accounts for ~~equity~~its ~~investments~~40% economic interest in the Joint Venture, through which it exercises significant influence but does not have control over the investee, under the equity method. Under the equity method, the Company ~~recorded~~records its investment in the investee on the balance sheet initially at cost, and subsequently adjusts the carrying amount based on its share of the investee's net income or loss. Royalty distributions received from the investee are recognized as a reduction of the carrying amount of the investment. The Company's share of equity (income)/ losses and other adjustments associated with ~~these~~this equity ~~investments~~method ~~will~~investment beis included in ~~other~~royalty ~~operating~~ income, ~~net~~ in the Consolidated Statements of Income and Comprehensive Income. The carrying value for the Company's equity investment is reported in ~~Equity~~equity ~~Method~~method ~~Investment~~investment on the Consolidated Balance Sheets. The Company reports its share of earnings using a one-month lag because results are not available in time for it to record them in the concurrent period. This convention has not historically materially impacted the Company's results.

~~EXPRESS~~In preparing its financial statements for the fiscal year ended February 3, ~~INC.~~2024, |the ~~2022~~Company ~~Form~~evaluated 10the equity method investment with WHP, and determined there was an other-Kthan-temporary |impairment. 64The Company's conclusion was based on the inability of the investee to sustain a level of earnings that would justify the carrying amount of the investment. The Company utilized discounted cash flow techniques to project cash flows based upon the guaranteed minimum royalty payments, as described below. As a result, the equity method investment with a carrying value of $166.2 million was written down to its estimated fair value of $139.0 million, resulting in a non-

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~~concurrent~~cash, ~~period~~pre-tax impairment charge of $27.2 million. The ~~Company~~impairment ~~will~~was ~~begin~~based ~~reporting~~on ~~information~~the ~~under~~fair ~~S-X~~value ~~Rule~~of ~~4-08~~the investment at the balance sheet date. The fair value was determined based upon the estimated future cash flows of the Joint Venture. This loss from impairment was recorded in other expense (gincome), ~~for~~net in the Consolidated Statements of Income and Comprehensive Income. The equity interest in the Joint Venture inwas ~~future~~sold ~~quarters~~pursuant to the Sale Transaction.

Equity Method Investment with WHP ~~Global~~

On ~~December~~January 825, ~~2022~~2023, the Company ~~entered~~closed ~~into~~the a strategic partnership transaction with WHP,. aIn ~~leading~~connection ~~global~~with ~~brand~~the ~~management~~closing ~~firm.~~of Onthis ~~January 25~~transaction, ~~2023~~ the ~~related~~Company ~~transactions~~and ~~closed~~WHP ~~and~~formed ~~funded~~the Joint Venture. The ~~mutually~~Company ~~transformative~~contributed ~~strategic~~certain ~~partnership~~intellectual ~~advances~~property of the Company's ~~omnichannel~~in ~~platform~~exchange ~~which~~for is40% ~~expected~~ownership toof ~~drive accelerated, long-term growth through~~ the ~~acquisition~~Joint Venture and ~~operation~~$235.0 million. ofWHP apaid ~~portfolio~~the ~~of brands~~$235.0 million ~~The~~for ~~Company~~a ~~formed~~60% anownership ~~intellectual~~of ~~property~~the Joint Venture ~~with WHP~~, ~~which~~implying ~~acquired~~a ~~certain~~fair ~~intellectual~~value ~~property~~ of the Company.’s ~~Concurrently,~~40% ~~the~~interest ~~Company~~in ~~transformed~~the ~~into~~Joint anVenture ~~omnichannel platform company, managed and run by its current leadership. All other aspects~~ of ~~the~~approximately ~~existing business remain unchanged~~$156.7 million.

~~The~~During ~~Company~~the ~~entered~~fourth ~~into~~quarter anof ~~exclusive~~2022, ~~long-term~~under ~~License~~the ~~Agreement~~derecognition ~~(as~~guidance ~~defined~~from ~~below~~Accounting Standards Codification ("ASC") ~~with~~Topic ~~multiple~~810, ~~renewal~~Consolidation, ~~options~~the ~~with~~Company derecognized the intellectual property assets at their carrying amount upon their contribution to the Joint Venture. toBecause ~~use~~the carrying amount of the contributed intellectual property ~~for~~assets ~~the~~was ~~Company’s~~zero, ~~existing~~a ~~business~~$391.7 million ~~and~~gain ~~will~~was ~~pay~~recognized aat ~~royalty~~the ~~fee~~time of contribution, of which $156.7 million was related to the Company’s 40% interest in the Joint Venture. ~~Cash~~The ~~earnings~~gain was recorded in gain on transaction with WHP on the ~~Joint~~Consolidated ~~Venture~~Statements ~~will~~of beIncome ~~distributed~~and ~~quarterly~~Comprehensive toIncome. Transaction costs capitalized in the ~~Company~~cost ~~and~~of ~~WHP~~the onequity amethod ~~pro~~investment ~~rata~~totaled ~~basis~~$9.4 million.

~~Under~~Separately, ~~the~~on ~~derecognition~~December ~~guidance~~8, ~~from ASC 810~~2022, the Company ~~derecognized~~and ~~the~~WH ~~intellectual~~Borrower, ~~property~~LLC, ~~assets~~an ataffiliate ~~their~~of ~~carrying~~WHP ~~amount~~("WH ~~upon~~Borrower") ~~their~~entered ~~contribution~~into toan investment agreement (the ~~Joint~~“Investment ~~Venture.~~Agreement”) Inpursuant ~~exchange~~to ~~for~~which the Company's ~~contribution~~issued ofand ~~its~~sold ~~intellectual~~5.4 million ~~property~~newly ~~assets~~issued toshares ~~the~~of ~~Joint~~Common ~~Venture,~~Stock ~~WHP~~to ~~invested~~WH ~~$235.0 million~~Borrower in private placement for a ~~60%~~purchase ~~stake~~price inof ~~the~~$4.60 ~~Joint~~per ~~Venture~~share, ~~implying~~or aan ~~fair~~aggregate ~~value~~purchase price of ~~the~~approximately ~~Company’s~~$25.0 million, ~~retained~~representing ~~40%~~an ~~interest~~approximate ofpro ~~approximately~~forma ~~$156.~~ownership of 7 ~~million~~.4% ~~The~~of ~~carrying~~the ~~amount~~outstanding shares of ~~the~~Common ~~intellectual~~Stock. ~~property~~The ~~assets~~difference ~~was~~between ~~zero,~~the ~~leading~~purchase toprice ~~recognition~~paid ofand athe ~~$391.7 million~~trading ~~gain~~price of ~~which~~the ~~$156.7 million~~Common ~~was~~Stock ~~related~~on to the ~~Company’s~~day ~~retained~~of ~~40.0%~~the ~~interest~~completion inof the ~~Joint~~transaction ~~Venture.~~resulted ~~The~~in a gain of $17.8 million and was recorded in gain on transaction with WHP on the Consolidated Statements of Income and Comprehensive Income. ~~Transaction costs capitalized in the cost of the equity method investment totaled $9.4 million.~~

~~Separately~~In connection with the strategic partnership with WHP, ~~under~~on January 25, 2023, the ~~terms~~Company ofand the ~~transaction,~~Joint ~~WHP~~Venture ~~also~~entered ~~made~~into aan ~~common~~Intellectual ~~equity~~Property ~~investment~~License Agreement (the “License Agreement”). The License Agreement provided the Company with an exclusive license in the United States to ~~acquire~~the 5intellectual property contributed in connection with the Membership Interest Purchase Agreement and certain other intellectual property.~~4 million~~ ~~newly~~The ~~issued~~initial ~~shares~~term of the License Agreement was 10 years, and the License Agreement automatically renewed for successive renewal terms of 10 years (unless the Company provided notice of non-renewal at $4least 24 months prior to the end of the initial or applicable renewal term).60 ~~per~~Except ~~share~~for the Company’s right not to renew the License Agreement, ~~representing~~the anLicense ~~approximate~~Agreement ~~pro~~was ~~forma~~not ~~ownership~~terminable ofby 7either party.~~4%.~~ The ~~difference~~Company ~~between~~paid the ~~price~~Joint ~~paid~~Venture ~~and~~a ~~the~~royalty ~~fair~~on ~~value~~net sales of ~~the~~certain ~~share~~licensed ~~price~~goods onand committed to an annual guaranteed minimum annual royalty during the ~~day~~term of the ~~transaction~~License ~~resulted~~Agreement (i.e., $60.0 million in athe ~~gain~~first ofcontract year, increasing by $171.80 million ~~recorded~~per inyear ~~gain~~for onthe ~~transaction~~next ~~with~~five ~~WHP~~contract onyears, and remaining at $65.0 million following the ~~Consolidated~~sixth ~~Statements~~contract year). The Company paid the Joint Venture royalties at a rate of ~~Income~~(i) ~~and~~3.25% ~~Comprehensive~~of ~~Income~~net sales arising from retail sales of certain licensed goods in the first through fifth contract years (and 3.5% ~~Refer~~thereafter), toand ~~Note~~(ii) 8% inof ~~our~~net ~~Consolidated~~sales ~~Financial~~arising ~~Statements~~from ~~included~~wholesale ~~elsewhere~~sales inof ~~this~~such ~~Annual~~goods. ~~Report~~The onCompany ~~Form~~prepaid ~~10-K~~the ~~for~~Joint ~~further~~Venture’s ~~discussion~~first contract year guaranteed minimum royalty of $60.0 million with a portion of the transaction proceeds, which was recorded as a prepaid royalty on the Consolidated Balance Sheets.

InPursuant ~~connection~~to ~~with~~ the ~~strategic~~agreement ~~partnership~~governing ~~with WHP, on January 25, 2023,~~ the ~~Company~~operations ~~and~~of the Joint Venture ~~entered into an Intellectual Property License Agreement~~ (the “~~License~~Operating Agreement”). The License Agreement provides the Company with an exclusive license in the United States to the intellectual property contributed in connection with the Membership Interest Purchase Agreement and certain other intellectual property. The initial term of the License Agreement is 10 years, ~~and~~cash ~~the~~earnings ~~License Agreement automatically renews for successive renewal terms~~ of ~~10 years (unless~~ the Company provides notice of non-renewal at least 24 months prior to the end of the initial or applicable renewal term). Except for the Company’s right not to renew the License Agreement, the License Agreement is not terminable by either party. The Company will pay the Joint Venture awere ~~royalty~~distributed onquarterly ~~net sales of certain licensed goods and will commit~~ to ~~an annual guaranteed minimum annual royalty during~~ the term of the License Agreement (i.e., $60.0 million in the first contract year, increasing by $1.0 million per year for the next five contract years, and remaining at $65.0 million following the sixth contract year). The Company ~~will pay royalties at a rate of (i) 3.25% of net sales arising from retail sales of certain licensed goods in the first through fifth contract years (~~and ~~3.5%~~WH ~~thereafter),~~Borrower ~~and~~on ~~(ii) 8% of net sales arising from wholesale sales of such goods. The Company prepaid the Joint Venture’s first year guaranteed minimum royalty of $60.0 million with~~ a ~~portion~~pro ofrata ~~the~~basis ~~transaction~~based ~~proceeds and recorded as a prepaid royalty~~ on ~~the~~their ~~Consolidated~~respective ~~Balance~~equity ~~Sheets~~ownership interests.

As ~~WHP~~the isChairman anand ~~affiliate~~Chief Executive Officer of WHP was appointed to the ~~Company~~Board asupon ~~part~~the closing of the ~~transaction~~Investment Agreement discussed above, the ~~intellectual~~agreements ~~property~~entered ~~purchase~~into in connection with the WHP strategic partnership transaction, ~~stock~~including ~~purchase~~the Operating Agreement, the Investment Agreement and the License Agreement (including related royalty payments) are considered related party transactions.

During 2023, the Company recognized $22.4 million of royalty income, respectively, from the Joint Venture, which is recorded in royalty income in the Consolidated Statements of Income and Comprehensive Income.

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Summary Financial Information for Equity Method Investment

Summarized financial information related to the Company's equity method investment on a one-month lag is reflected below:


	Fifty-Three Weeks Ended February 3, 20241
	(in thousands)
Revenue	$	59,667
Gross profit	59,667
Operating expenses	28,830
Interest income	(116)
Income before taxes	30,953
Net income	$	29,699
Income attributable to the equity method investment	$	22,375

1.Reflects a one-month lag


	February 3, 20241
	(in thousands)
Current assets	$	8,238
Non-current assets	414,873
Total assets	$	423,111
Current liabilities	7,717
Non-current liabilities	14,295
Total liabilities	$	22,012
Equity method investment	$	139,010

1.Reflects a one-month lag

Equity Method Investment in Homage, LLC

In 2016, the Company made a $10.1 million investment in Homage, LLC, a privately held retail company based in Columbus, Ohio. The non-controlling investment in the entity was being accounted for under the equity method.

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During the third quarter of 2020, the Company sold all of its interest in Homage, LLC back to Homage, LLC in exchange for a promissory note payable to the Company in the principal amount of $1.5 million. The Company recorded a reserve against the full value of this promissory note.

During the fourth quarter of 2021, the Company revised the payment terms of the note receivable and collected $0.3 million which was recorded as other income within other (income)/expense, net in the Consolidated Statements of Income and Comprehensive Income.

During 2022, the Company collected $1.2 million which was recorded as other income within other (income)/expense, net in the Consolidated Statements of Income and Comprehensive Income. The Company has no remaining activity with Homage, LLC.

NOTE 5 | ~~LEASES~~ACQUISITIONS

The Company accounts for ~~leases~~business ~~under~~combinations ~~Accounting~~in ~~Standards~~accordance ~~Update~~with ~~(“ASU”)~~ASC ~~2016-02~~Topic 805, ~~“Leases~~Business ~~(Topic~~Combinations. ~~842)”~~Consistent (“with ASC ~~842”)~~Topic 805, the Company accounts for each business combination by applying the acquisition method. ~~This~~Under ~~ASU~~the isacquisition amethod, ~~comprehensive~~the ~~standard~~Company ~~that~~records ~~requires~~the ~~lessees~~identifiable assets acquired and liabilities assumed at their respective fair values on the acquisition date. There are various estimates and judgments related to ~~recognize~~the ~~lease~~valuation of identifiable assets acquired and ~~lease~~ liabilities ~~for~~assumed. ~~most~~These ~~leases,~~estimates ~~including~~and ~~those~~judgments ~~leases~~have ~~previously~~the ~~classified~~potential asto ~~operating~~materially ~~leases~~impact the Company’s Consolidated Financial Statements.

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The acquisition method permits the Company a period of time after the acquisition date during which the Company may adjust the provisional amounts recognized in a business combination. This period of time is referred to as the “measurement period”. The measurement period provides an acquirer with a reasonable time, generally not to exceed one year, to obtain the information necessary to identify and measure the assets acquired and liabilities assumed. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports in its consolidated financial statements provisional amounts for the items for which the accounting is incomplete. Accordingly, the Company is required to recognize adjustments to the provisional amounts in the reporting period in which the adjustments to the provisional amounts are determined. Thus, the Company would adjust its consolidated financial statements as needed as a result of the change to the provisional amounts calculated as if the accounting had been completed at the acquisition date.

Acquisition-related costs are costs the Company incurs to affect a business combination. Those costs may include such items as finder’s fees, advisory, legal, accounting, valuation, and other professional or consulting fees, and general administrative costs. The Company accounts for such acquisition-related costs as expenses in the period in which the costs are incurred and the services are received.

Bonobos Asset Acquisition

On May 23, 2023, the Company completed the acquisition of the operating assets and liabilities of Bonobos, a menswear brand known for exceptional fit and an innovative retail model, for total cash consideration of approximately $28.3 million, which represents (i) the $25.0 million purchase price, plus (ii) $2.0 million of certain customary adjustments related to net working capital and $1.3 million of prepaid rent expense. The acquisition was funded with borrowings under the Revolving Credit Facility described in Note 8.

Bonobos License Agreement

On May 23, 2023, the Company and WHP entered into a license agreement that provides the Company with an exclusive license in the United States to intellectual property related to the Bonobos brand, including intellectual property rights for the Bonobos brand that was separately acquired by WHP (the “Bonobos License Agreement”). The Bonobos License Agreement has an initial term of 10 years from its effective date, and automatically renews for successive renewal terms of 10 years unless (i) the Company provides notice of non-renewal at least 24 months prior to the end of the initial or applicable renewal term, or (ii) WHP exercises its right to not renew in the event of certain failures by the Company to pay the annual guaranteed minimum royalty. Except for such non-renewal rights, the Bonobos License Agreement is not terminable by either party. The Company will pay WHP a royalty on net sales of certain licensed goods and is committed to pay an annual guaranteed minimum royalty during the term of the Bonobos License Agreement (ranging from $6.5 million in the first contract year to $11.5 million in the tenth contract year and each contract year thereafter). The Company will pay royalties at a rate of (i) 3.25% of net sales arising from retail sales of certain licensed goods in the first through the fifth contract years (and 3.5% thereafter), and (ii) 8% of net sales arising from wholesale sales of such goods. Refer to Note 4 for further details regarding the Company’s equity method investment with WHP.

Purchase Price Allocation

The Bonobos acquisition was accounted for as a business combination in accordance with ASC Topic 805. Consistent with ASC Topic 805, Bonobos was consolidated into the Company's Consolidated Financial Statements starting on the closing date of the acquisition. The purchase price allocation as of the closing date of the acquisition was based on a preliminary valuation and was finalized in fiscal year 2023 with no purchase accounting adjustments. The purchase price consideration was allocated to assets acquired and liabilities assumed based on their respective fair values as follows:

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	Bonobos
	(in thousands)
Purchase Price
Cash paid	$	28,300

Allocation
Receivables, net	$	2,071
Inventory	51,293
Right of use asset, net	27,914
Property and equipment, net	2,858
Other assets acquired	5,827
Assets acquired	$	89,963
Short-term lease liability	(6,698)
Accounts payable	(9,479)
Deferred revenue	(9,077)
Long-term lease liability	(23,617)
Accrued expenses and other liabilities assumed	(12,792)
Liabilities assumed	$	(61,663)
Net cash paid	$	28,300

The Company recorded an allocation of the purchase price to the tangible assets acquired and liabilities assumed based on their fair value at the acquisition date. The fair value of inventories, which is made up of finished goods, was determined based on market assumptions for realizing a reasonable profit after selling costs. Goodwill is determined as the excess of the purchase price over the fair value of the net assets acquired. The Company recognized an immaterial amount of goodwill recognized related to the acquisition.

During 2023, the Company incurred $5.2 million of acquisition-related and integration costs in connection with the acquisition of Bonobos, which was included in selling, general and administrative expenses in the Consolidated Statements of Income and Comprehensive Income and are included in pro forma earnings.

Pro Forma Financial Information

The aggregate net sales and net income of Bonobos was $152.2 million and $1.4 million during 2023, respectively. The following financial information presents the Company's consolidated results as if the acquisition had occurred on January 30, 2022:


	2023		2022
	(in thousands)
Net sales	$	1,923,377	$	2,054,636
Net (loss) income	$	(187,604)	$	286,672

The Company did not have any nonrecurring pro forma adjustments directly attributable to the Bonobos acquisition included in the reported pro forma earnings and revenue.

These pro forma results have been calculated after applying the Company's accounting policies. These pro forma results were based on estimates and assumptions, which the Company believes are reasonable. They are not the results that would have been realized had the acquisition actually occurred on January 30, 2022 and are not necessarily indicative of the Company's consolidated results of operations in future periods. The pro forma results include adjustments related to purchase accounting.

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NOTE 6 | LEASES

The Company accounts for leases under ASU 2016-02, “Leases (Topic 842)” (“ASC 842”). This ASU is a comprehensive standard that requires lessees to recognize lease assets and lease liabilities for most leases, including those leases previously classified as operating leases.

The Company’s right of use assets represent a right to use underlying assets for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease assets and liabilities are recognized at the lease commencement date (date on which the Company gains access to the property) based on the estimated present value of lease payments over the lease term, net of landlord allowances to be received. The Company accounts for the lease and non-lease components as a single lease component for all current classes of leases.

The Company leases all of its store locations and its corporate headquarters, which also includes its distribution center, under operating leases. The store leases typically have initial terms of 5 to 10 years however, most of the leases that are coming to the end of their lease lives are being renegotiated with shorter terms. The current lease term for the corporate headquarters expires in ~~2026~~2031, with one optional five-year extension period. The Company also leases certain equipment and other assets under operating leases, typically with initial terms of 3 to 5 years. The lease term includes the initial contractual term as well as any options to extend the lease when it is reasonably certain that the Company will exercise that option. Leases with an initial term of 12 months or less (short-term leases) are not recorded on the balance sheet. ~~The~~As of February 3, 2024, the Company does not ~~currently~~ have any material short-term leases. The Company is generally obligated for the cost of property taxes, insurance and other landlord costs, including common area maintenance charges, relating to its leases. If these charges are fixed, they are combined with lease payments in determining the lease liability; however, if such charges are not fixed, they are considered variable lease costs and are expensed as incurred. The variable payments are not included in the measurement of the lease liability or asset. The Company’s finance leases are immaterial.

Certain lease agreements include rental payments based on a percentage of retail sales over contractual levels and others include rental payments adjusted periodically for inflation. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company’s lease agreements do not provide an implicit rate, so the Company uses an estimated incremental borrowing rate, which is derived from third-party information available at the lease commencement date, in determining the present value of lease payments. The rate used is for a secured borrowing of a similar term as the lease.

As a result of the impact of the COVID-19 pandemic, the Company did not initially make its store rent payments for certain stores in portions of the first and second quarter of 2020. The Company established an accrual for rent payments that were not made and has continued to recognize accrued rent expense. As a result of negotiations with certain landlords, the Company has since made rent payments for certain stores and some landlords have agreed to abate certain rent payments. The appropriate adjustments were made to accrued rent. Accrued rent is within accrued expenses on the Consolidated Balance Sheets. Accrued minimum rent as of January 28, 2023 and January 29, 2022, was $6.2 million and $7.7 million, respectively.

Annual store rent consists of a fixed minimum amount and/or contingent rent based on a percentage of sales exceeding a stipulated amount.

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The following table is a summary of the Company’s components of net lease cost, which is included in cost of goods sold, buying and occupancy costs, in the Consolidated Statements of Income and Comprehensive Income:

	2022		2021		2020
	2023		2022
	(in thousands)
Operating lease costs	$	~~220~~228,~~682~~612	$	~~234~~220,~~911~~682	$	~~272,896~~
Variable and short-term lease costs	6364,~~516~~437		4563,~~355~~516		~~60,925~~
Total lease costs	$	~~284~~293,~~198~~049	$	~~280~~284,~~266~~198	$	~~333,821~~

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Supplemental cash flow information related to leases is as follows:

	2022		2021		2020
	2023		2022
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	~~253~~257,~~197~~995	$	~~296~~253,~~353~~197	$	~~197,824~~
Right of use assets obtained in exchange for operating lease liabilities	$	45158,~~136~~744	$	4445,~~952~~136	$	~~44,433~~

Supplemental balance sheet information related to leases is as follows:

	2022		2021		2020
	2023		2022
Operating leases:
Weighted average remaining lease term (in years)	34.81		43.48		~~5.1~~
Weighted average discount rate	6.9.7	%	6.59	%	~~5.4~~	%

The following table reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the operating lease liabilities (without giving effect to the rejection unexpired leases in connection with the Chapter 11 Cases) recorded on the Consolidated Balance Sheets as of ~~January~~February 283, ~~2023~~2024:

	January 28, 2023
	February 3, 2024
	(in thousands)
2023	$	209,072
2024	$	227,569
2024	177,265
2025	177,052
2025	132,509
2026	129,603
2026	78,104
2027	84,638
2027	45,314
2028	56,676
Thereafter	3359,~~809~~272
Total minimum lease payments	~~676~~734,~~073~~810
Less: amount of lease payments representing interest	80137,~~619~~110
Present value of future minimum lease payments	~~595~~597,~~454~~700
Less: current obligations under leases	~~189~~177,~~006~~525
Long-term lease obligations	$	~~406~~420,~~448~~175

~~EXPRESS,~~Refer ~~INC.~~to |Item ~~2022~~2 Properties included elsewhere in this Form 10-K |for 67further discussion regarding lease agreements.

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NOTE 67 | INCOME TAXES

The provision (benefit) for income taxes consists of the following:

	2022		2021		2020
	2023		2022
Current:	(in thousands)
U.S. federal	$	81,~~273~~508	$	~~(239)~~8,273	$	~~(109,627)~~
U.S. state and local	~~1,312~~532		~~554~~1,312		~~(1,240)~~
Total	92,~~585~~040		~~315~~9,585		~~(110,867)~~
Deferred:
U.S. federal	~~3,546~~995		—3,546		~~37,292~~
U.S. state and local	7(3,~~322~~728)		—7,322		~~17,675~~
Total	10(2,~~868~~733)		—10,868		~~54,967~~
Income tax (benefit)/expense	$	20,453	$	315	$	(55,900)
Income tax (benefit) expense	$	(693)	$	20,453

The following table provides a reconciliation between the statutory federal income tax rate and the effective tax rate:

	2022		2021		2020
	2023		2022
Federal income tax rate	21.0	%	21.0	%	~~21.0~~	%
State income taxes, net of federal income tax effect	65.43	%	(56.0)4	%	~~5.2~~	%
Change in uncertain tax positions	0.42	%	0.84	%	~~0.1~~	%
Share-based compensation	(0.13)	%	(30.2)1	%	~~(0.3)~~	%
Non-deductible executive compensation	0.62	%	~~(22~~0.6)	%	~~(0.2)~~	%
Change in valuation allowance	(2124.87)	%	4(21.08)	%	~~(22.9)~~	%
Change in tax law	—	%	—	%	9.1	%
CARES Act Adjustment	(3.9)	%	—	%
Tax credits	(0.3)	%	3.7	%	0.1	%
Return-to-Provision Adjustment	2.8	%	—	%
Other items, net	0.1	%	(0.9)	%	—	%
Tax credits	—	%	(0.3)	%
Effective tax rate	6.5	%	(2.2)	%	12.1	%
Other items, net	(0.2)	%	0.1	%
Effective tax rate	0.4	%	6.5	%

The ~~increase~~decrease in the tax rate in ~~2022~~2023 compared to ~~2021~~2022 is primarily attributable to the gain on the transaction with WHP in 2022, as well as adjustments made in 2023 as a result of the audit of the Company's CARES Act refund claim (detailed below). The gain on the transaction with WHP in 2022 allowed the Company to utilize certain deferred tax assets and tax attributes with a corresponding release to the Company's valuation allowance. In 2023, the Company reflected an increase in its valuation allowance against current year taxable losses.

On March 27, 2020, the CARES Act was enacted into law. The CARES Act provides several provisions that impact the Company, including the establishment of a five-year carryback of net operating losses originating in the tax years 2018, 2019 and 2020, temporarily suspending the 80% limitation on the use of net operating losses, relaxing limitation rules on business interest deductions, and retroactively clarifying that businesses may immediately write-off certain qualified leasehold improvement property dating back to January 1, 2018. The Company carried back certain of its U.S. federal net operating losses to offset taxable income in the five-year carryback period as part of the CARES Act. As of ~~January~~February 283, ~~2023~~2024, the Company has a $5245.35 million income tax receivable recorded as a non-current asset.

~~The~~EXP ~~decrease~~OldCo ~~in the tax rate in 2021 compared to 2020 is primarily attributable to the impact of nondeductible executive compensation in 2021~~Winddown, ~~as well as establishing a valuation allowance against the Company's net deferred tax assets in 2020~~Inc. ~~This~~| ~~was~~2023 ~~partially~~FORM ~~offset~~10-K by| ~~the impact from the CARES Act of the 2019 and 2020 U.S. federal net operating losses that are able to be carried back to years with a higher federal statutory tax rate than is currently enacted.~~55

EXPRESS, INC. | 2022 Form 10-K | 68

Table of Contents

The following table provides the effect of temporary differences that created deferred income taxes as of ~~January~~February 283, ~~2023~~2024 and January 2928, ~~2022~~2023. Deferred tax assets and liabilities represent the future effects on income taxes resulting from temporary differences and carry-forwards at the end of the respective periods.

	January 28, 2023		January 29, 2022
	February 3, 2024		January 28, 2023
	(in thousands)
Deferred tax assets:
Accrued expenses and deferred compensation	$	9,~~999~~406	$	139,~~693~~999
Lease liability	161,~~389~~658		~~197~~161,~~063~~389
Intangible assets	1013,~~851~~795		2110,~~402~~851
Inventory	~~1,136~~683		—1,136
Deferred revenue	56,~~418~~973		5,~~142~~418
Other	871		986
Interest Expense	5,282		—
Net operating losses, tax credit and other carryforwards	17,693		41,137
Bad Debts	660		—
Valuation allowance	(41,767)		(107,669)
Property and equipment	3,936		—
Total deferred tax assets	165,590		171,754
Other	1,351		871
Net operating losses, tax credit and other carryforwards	52,316		17,693
Valuation allowance	(92,372)		(41,767)
Total deferred tax assets	163,688		165,590
Deferred tax liabilities:
Prepaid expenses	21,~~374~~227		2,~~844~~374
Inventory	—		1,305
Right of use asset	138,963		133,149
Right of use asset	133,149		161,105
Investment in Joint Venture	31,633		36,500
Investment in Joint Venture	36,500		—
Property and equipment	—		4,435
Property and equipment	4,435		6,500
Total deferred tax liabilities	171,823		176,458
Total deferred tax liabilities	176,458		171,754
Net deferred tax liability	$	(8,135)	$	(10,868)
Net deferred tax asset/(liability)	$	(10,868)	$	—

The Company evaluates whether deferred tax assets are realizable on a quarterly basis. The Company considers all available positive and negative evidence, including past operating results and expectations of future operating income. Accordingly, the Company has booked a valuation allowance against the amount of deferred tax assets not expected to be realized as of ~~January~~February 283, ~~2023~~2024.

As of ~~January~~February 283, ~~2023~~2024, the Company had U.S. federal net operating loss carryforwards of $128.0 million and U.S. state net operating loss carryforwards of $~~352~~528.0 million. The U.S. federal net operating losses have an indefinite carryforward period. The U.S. state net operating losses have carryforward periods of five to twenty years with varying expiration dates and certain jurisdictions have an unlimited carryforward period. The Company ~~had no remaining U.S. federal net operating loss carryforwards. The Company~~ also has $0.1 million in foreign tax credits, which can be carried forward 10 years and expire starting in 2027. A valuation allowance has been recorded on all tax attributes not expected to be realized in future periods.

The net deferred tax liability as of ~~January~~February 283, ~~2023~~2024 is included in the Other Long-Term Liabilities on the Consolidated Balance Sheets.

The following table summarizes the changes in the valuation allowance:

	2022		2021		2020
	2023		2022
	(in thousands)
Valuation allowance, beginning of year	$	~~107~~41,~~669~~767	$	~~108~~107,~~418~~669	$	~~2,313~~
Changes in related gross deferred tax assets/liabilities	25,~~661~~705		~~(228)~~2,661		~~410~~
Charge/(release)	(68,563)		(521)		105,695
Charge (release)	44,900		(68,563)
Valuation allowance, end of year	$	4192,~~767~~372	$	~~107~~41,~~669~~767	$	~~108,418~~

~~The~~EXP ~~decrease~~OldCo inWinddown, ~~the valuation allowance in 2022 is primarily attributable to the gain on the transaction with WHP~~Inc. ~~The~~| ~~gain~~2023 onFORM ~~the~~10-K ~~transaction~~| ~~with WHP in 2022 allowed the Company to utilize certain deferred tax assets and tax attributes with a corresponding release to the Company's valuation allowance.~~56

EXPRESS, INC. | 2022 Form 10-K | 69

Table of Contents

The increase in the valuation allowance in 2023 is primarily attributable to taxable losses generated in the current year.

Uncertain Tax Positions

The Company evaluates tax positions using a more likely than not recognition criterion.

A reconciliation of the beginning to ending unrecognized tax benefits is as follows:

	January 28, 2023		January 29, 2022		January 30, 2021
	February 3, 2024		January 28, 2023
	(in thousands)
Unrecognized tax benefits, beginning of year	$	1,~~573~~967	$	1,~~388~~573	$	~~1,305~~
Gross addition for tax positions of the current year	~~335~~—		—335		—
Gross addition for tax positions of the prior year	~~174~~—		~~291~~174		~~327~~
Settlements	—		—		—
Reduction for tax positions of prior years	(45)		—
Reduction for tax positions of prior years	—		—		—
Lapse of statute of limitations	(455)		(115)
Lapse of statute of limitations	(115)		(106)		(244)
Unrecognized tax benefits, end of year	$	1,467	$	1,967
Unrecognized tax benefits, end of year	$	1,967	$	1,573	$	1,388

The amount of the above unrecognized tax benefits as of ~~January~~February 283, ~~2023,~~2024 ~~January 29, 2022~~ and January 3028, ~~2021~~2023 that would impact the Company's effective tax rate, if recognized, is $~~2.0 million, $~~1.65 million and $12.40 million, respectively.

During ~~2022~~2023 and ~~2021~~2022, the Company released gross uncertain tax positions of $0.15 million and $0.1 million, respectively, and the related accrued interest and penalties of $0.12 million and $0.1 million, respectively, as a result of the expiration of associated statutes of limitation.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. The total amount of net interest in tax expense related to interest and penalties included in the Consolidated Statements of Income and Comprehensive Income was $~~0.1 million for 2022, $~~(0.1) million for ~~2021~~2023 and $(0.1) million for ~~2020~~2022. As of ~~January~~February 283, ~~2023~~2024 and January 2928, ~~2022~~2023, the Company had accrued interest and penalties of $0.54 million and $0.35 million, respectively.

The Company is subject to examination by the IRS for years subsequent to 2013. The Company isrecently ~~currently~~completed ~~under~~an audit for refund claims related to the carryback of U.S. federal net operating losses as a result of CARES Act provisions. On April 15, 2024, the Company received the CARES Act refund in the amount of approximately $49.0 million. The Company is also generally subject to examination by various U.S. state and local and non-U.S. tax jurisdictions for the years subsequent to 2013. The Company does not expect the results from any income tax audit to have a material impact on the Company’s financial statements.

~~The~~As of February 3, 2024, the Company ~~believes~~believed that over the next twelve months, it iswas reasonably possible that up to $0.25 million of unrecognized tax benefits could be resolved as the result of settlements of audits and the expiration of statutes of limitation. Final settlement of these issues may result in payments that are more or less than this amount, but the Company does not anticipate that the resolution of these matters will result in a material change to its consolidated financial position or results of operations.

~~EXPRESS,~~NOTE ~~INC.~~8 | ~~2022 Form 10-K | 70~~DEBT

The Company's filing of the Chapter 11 Cases constituted an event of default that accelerated its obligations under the ABL Credit Agreement and the FILO Term Loan Agreement. Pursuant to Section 362 of the Bankruptcy Code, the filing of the Chapter 11 Cases automatically stayed most actions against the applicable Debtor, including actions to collect indebtedness, including interest payments, incurred prior to the Petition Date or to exercise control over the applicable Debtor’s property.

EXP OldCo Winddown, Inc. | 2023 FORM 10-K | 57

Table of Contents

NOTE 7 | DEBT

The following table summarizes the Company's outstanding debt as of the dates indicated:

	January 28, 2023		January 29, 2022
	February 3, 2024		January 28, 2023
	(in thousands)
Term Loan Facility	$	—	$	96,737
Revolving Credit Facility	$	144,357	$	122,000
Revolving Facility	122,000		35,000
FILO Term Loan	63,073		—
Total outstanding borrowings	~~122~~207,~~000~~430		~~131~~122,~~737~~000
Less: unamortized debt issuance costs	—(2,801)		~~(2,940)~~—
Total debt, net	~~122~~204,~~000~~629		~~128~~122,~~797~~000
Less: current portion of long-term debt	—4,659		~~11,216~~—
Long-term debt, net	$	~~122~~199,~~000~~970	$	~~117~~122,~~581~~000
Outstanding letters of credit	$	1920,~~636~~082	$	3419,636

Term Loan Facility

On January 13, 2021, Express Holding, LLC, a wholly-owned subsidiary of the Company (“Express Holding”), and its subsidiaries entered into the $140.0 million Asset-Based Term Loan Agreement (the “Term Loan Facility”), among the Loan Parties (as defined therein), Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent and collateral agent, and the other lenders named therein (the “Term Loan Lenders”).

The Term Loan Facility provided for a “first in, last out” term loan in an amount equal to $90.0 million (the “FILO Term Loan”) and a delayed draw term loan facility in an amount equal to $50.0 million (the “DDTL”). The Term Loan Facility is a senior secured obligation that ranks equally with the Loan Parties’ other senior secured obligations.

During 2021, the Company drew down the additional $50.0 million under the DDTL and repaid $43.3 million with proceeds from 2020 CARES Act tax refunds, as required under the Term Loan Facility. The fair value of the Term Loan Facility at January 29, 2022 was $98.0 million.

On November 23, 2022, the Company's $140.0 million Term Loan Facility was amended (the Amended Term Loan Facility") by refinancing its $90.0 million FILO Term Loan (the "Existing FILO Loans") with a new $90.0 million Term Loan Facility (the "Amendment FILO Term Loan") and terminating its $50.0 million DDTL (the "Existing DDTL"). The Amended Term Loan Facility (i) refinanced the outstanding principal balance of the Existing FILO Loans with the Amendment FILO Term Loan, (ii) terminated its Existing DDTL and (iii) modified the interest rate and maturity date of the Existing FILO Loans. The previous maturity date of the Existing FILO Loans of May 24, 2024 was extended by the Amended Term Loan Facility to the earlier of November 26, 2027 or the maturity date of the Amended Revolving Credit Facility. Additionally, the Amended Term Loan Facility replaced the London Interbank Offered Rate (“LIBOR”) as the interest rate benchmark with the Secured Overnight Financing Rate (“SOFR”) interest rate benchmark.

On January 25, 2023, the Company paid in full the outstanding Obligations (as defined in the FILO Term Loan) due under the Asset-Based Loan Credit Agreement dated as of January 13, 2021, by and among the Company, Express Topco, Express Holding, Express, LLC and the other loan parties named therein (such payment, the “FILO Term Loan Payoff”). The Company recognized $5.1 million of FILO Term Loan refinancing costs, $4.5 million of early debt termination fees related to the termination of the Term Loan and $1.8 million of accelerated Term Loan discount amortization. Pursuant to the FILO Term Loan Payoff, the Company has no further obligations under the FILO Term Loan. Cash interest paid in 2022 included the FILO Term Loan refinancing costs and the early debt termination fees related to the termination of the Term Loan.

EXPRESS, INC. | 2022 Form 10-K | 71

Table of Contents

Revolving Credit Facility

~~On May 24~~Express, ~~2019,~~LLC ~~Express~~(the ~~Holding~~"Borrower") and its subsidiaries entered into aan ~~First~~Asset-Based ~~Amendment~~Loan toCredit Agreement (the ~~Second~~"ABL ~~Amended~~Credit Agreement") with the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent and ~~Restated~~collateral agent ("Wells Fargo"), and Bank of America, N.A., as documentation agent (“Bank of America”) pursuant to which revolving loans, up to a maximum borrowing amount of $~~250~~290.0 million ~~Asset-Based~~(the ~~Loan~~“Revolving Credit ~~Agreement~~Facility”), ~~(as~~may ~~amended~~have been borrowed, repaid and reborrowed until the “maturity date of November 26, 2027. Amounts borrowed under the Revolving Credit Facility”) bore interest at a variable rate indexed to Secured Overnight Financing Rate plus a pricing margin ranging from 1.75% to 2.25% per annum, as determined in accordance with the provisions of the ABL Credit Agreement based on average daily excess availability, as of any date of determination, for the most recently ended fiscal quarter, commencing April 30, 2023.

On ~~March~~September 175, ~~2020~~2023, the ~~Company~~Loan ~~provided~~Parties ~~notice~~entered into a Fifth Amendment to the ~~lenders~~ABL ~~under~~Credit Agreement, which, among other things, permitted the ~~Revolving~~entry ~~Credit~~by ~~Facility~~the ofLoan Parties into the Term Loan Agreement (defined below) on a ~~request~~second-priority basis to ~~borrow~~the ~~$165.0 million.~~Revolving Credit Facility.

OnAmounts ~~January~~borrowed ~~13,~~under ~~2021, Express Holding and its subsidiaries entered into~~ the ~~Second~~Revolving ~~Amendment to the Second Amended and Restated $250.0 million Asset-Based Loan~~ Credit ~~Agreement~~Facility ~~and~~were ~~the~~subject ~~Second Amendment~~ to ~~the~~a ~~Amended~~borrowing ~~and~~base ~~Restated~~which ~~Security~~is ~~Agreement,~~calculated ~~among~~based ~~the~~on ~~Loan~~specified ~~Parties~~percentages ~~(as~~of ~~defined~~eligible ~~therein)~~inventory, ~~the~~credit ~~lenders~~card ~~party~~receivables ~~thereto,~~ and ~~Wells Fargo Bank~~cash, ~~National~~less ~~Association~~certain ~~(“Wells~~reserves. ~~Fargo”),~~As ~~as administrative agent and collateral agent, and Bank~~ of ~~America~~February 3, ~~N.A. (“Bank of America”)~~2024, ~~as documentation agent (~~the ~~“2021~~interest ~~Revolving~~rate ~~Credit~~on ~~Facility~~the ~~Amendment”)~~approximately $144.4 million ~~The~~in ~~2021~~outstanding ~~Revolving~~borrowings ~~Credit~~under ~~Facility Amendment amended~~ the ~~Loan Parties’ existing asset-based~~ Revolving Credit Facility. ~~The~~was ~~2021~~approximately Revolving Credit Facility Amendment added the Company and Express Topco LLC as Loan Parties, fully obligated and bound by all of the respective covenants, representations, warranties and events of default7.8%.

OnThe ~~November~~unused ~~23,~~line ~~2022,~~fee ~~the~~payable ~~Company~~under ~~entered into~~ the Third Amendment to Second Amended and Restated Asset-Based Loan Credit Agreement and Restated Asset-Based Loan Credit Agreement and First Amendment to Second Amended and Restated Security Agreement, among the Loan Parties, the lenders party thereto, Wells Fargo, as administrative agent and collateral agent, and Bank of America, as documentation agent (the “2022 Revolving Credit Facility ~~Amendment”). The 2022 Revolving Credit Facility Amendment amended the Loan Parties’ existing asset-based revolving credit facility, which~~ was ~~previously scheduled to expire on May 24, 2024~~0.25% ~~The~~per ~~maturity~~annum ~~date~~regardless ~~was~~of ~~extended by~~ the ~~Amended~~average ~~Revolving~~daily ~~Credit~~excess ~~Facility to the earlier of November 26~~availability, ~~2027~~payable ~~or the maturity date of the Amended Term Loan Facility. The 2022 Revolving Credit Facility Amendment followed modification accounting which resulted~~ in ~~the~~arrears ~~unamortized fees related to the 2021 Revolving Credit Facility Amendment being amortized over the life of the 2022 Revolving Credit Facility Amendment~~monthly.

~~Under~~The ~~the~~ABL ~~2022 Revolving~~ Credit ~~Facility~~Agreement ~~Amendment,~~required the ~~maximum~~Borrower ~~borrowing amount was increased by $40.0 million~~ to ~~$290.0 million.~~maintain ~~Additionally,~~minimum ~~the~~excess ~~Amended~~availability ~~Term~~and ~~Loan~~included ~~Facility~~customary ~~replaced~~events ~~the~~of ~~LIBOR as the interest rate benchmark with the SOFR interest rate benchmark~~default.

OnAll ~~January~~obligations ~~25,~~under ~~2023,~~ the ~~Company~~Revolving ~~entered into the Consent and Fourth Amendment to Second Amended and Restated Asset-Based Loan~~ Credit ~~Agreement~~Facility ~~and~~were ~~Amendment~~guaranteed ~~to Certain Ancillary Loan Documents,~~ by ~~and among~~ the ~~Loan~~loan ~~Parties~~parties ~~party~~(other ~~thereto,~~than the ~~lenders~~Borrower) ~~party~~and ~~thereto,~~secured ~~Wells~~by ~~Fargo,~~a asfirst ~~administrative~~priority ~~agent~~lien ~~and~~on ~~collateral~~substantially ~~agent,~~all ~~and Bank~~ of ~~America, as documentation agent (~~the ~~“Amended~~Loan ~~Revolving~~Parties’ ~~Credit~~assets, ~~Facility”).~~subject ~~The~~to ~~Amended~~certain ~~Revolving~~permitted ~~Credit Facility will mature on November 26, 2027~~liens.

~~Under~~As ~~the~~of ~~Amended Revolving Credit Facility~~February 3, ~~revolving loans may be borrowed~~2024, ~~repaid~~the ~~and~~Company ~~reborrowed~~had ~~until~~approximately ~~November~~$144.4 million ~~26,~~in ~~2027,~~borrowings atoutstanding ~~which~~under ~~time~~the ~~all~~Revolving ~~amounts~~Credit ~~borrowed~~Facility ~~must~~and beapproximately ~~repaid~~$31.1 million ~~Amounts~~remained ~~borrowed~~available for borrowing under the ~~Amended~~ Revolving Credit Facility ~~will~~as ~~bear~~of ~~interest~~such atdate aafter ~~variable~~giving ~~rate~~effect ~~indexed~~ to ~~SOFR~~outstanding ~~plus~~letters aof ~~pricing~~credit ~~margin~~in ~~ranging~~the ~~from~~amount 1of $20.~~75%~~1 million and subject to ~~2.25%~~certain ~~per~~borrowing ~~annum,~~base limitations as ~~determined~~further indiscussed ~~accordance~~above. ~~with~~The ~~the~~fair ~~provisions~~value of the ~~Amended~~outstanding borrowings under the Revolving Credit Facility ~~based~~is onestimated ~~average~~using ~~daily~~Level ~~excess~~2 ~~availability,~~inputs asand ofat ~~any~~February 3, ~~date~~2024 ofand ~~determination~~January 28, ~~for~~2023 ~~the~~was ~~most~~$156.2 million ~~recently~~and ~~ended fiscal quarter~~$115.0 million, ~~commencing April 30, 2023~~respectively.

~~The~~As ~~Amended~~a ~~Revolving~~result ~~Credit~~of ~~Facility~~the ~~has~~filing aof ~~maximum~~the ~~borrowing~~Chapter ~~amount~~11 ~~of $290.0 million~~Cases, the lenders became subject to aautomatic ~~borrowing~~stay ~~base~~provisions. ~~which~~This ismeans ~~calculated~~that ~~based~~certain onactions, ~~specified~~including ~~percentages~~enforcing ofremedies ~~eligible~~or ~~inventory,~~taking ~~credit~~enforcement ~~card~~actions ~~receivables~~against ~~and~~the ~~cash~~collateral, ~~less~~were ~~certain~~temporarily ~~reserves.~~stayed ~~Commitment~~or ~~reductions~~put ~~and~~on ~~termination~~hold ofand required the ~~Amended~~lenders ~~Revolving~~to ~~Credit~~adhere ~~Facility prior~~ to the ~~maturity~~provisions ~~date~~and islimitations ~~permitted,~~set ~~subject~~forth inunder ~~certain~~Chapter ~~instances~~11 toof athe ~~prepayment~~Bankruptcy ~~fee~~Code. AsPursuant ofto ~~January 28,~~the ~~2023~~Sale Order and the related payoff letters, the ~~interest~~lenders ~~rate~~were onpaid off in full by the ~~outstanding~~Debtors ~~borrowings~~with ofproceeds ~~$122.0 million~~from ~~was~~the ~~approximately~~Sale 6Transaction.~~5%.~~ At such point, all liens, claims and causes of

~~The~~EXP ~~unused~~OldCo ~~line fee payable under the Amended Revolving Credit Facility is 0.25% per annum regardless of the average daily excess availability~~Winddown, ~~payable in arrears monthly on the first day of each calendar month~~Inc. ~~The~~| ~~Borrower~~2023 isFORM ~~also~~10-K ~~obligated~~| ~~to pay other customary closing fees, arrangement fees, administration fees and letter of credit fees for a credit facility of this size and type.~~58

The Amended Revolving Credit Facility requires the Borrower to maintain minimum excess availability of at least the greater of (i) $25.0 million or (ii) 10% of the sum of Amended Revolving Credit Facility loan cap. From and after the date on which EBITDA (as defined therein) has exceeded $50.0 million for two consecutive fiscal quarters (each of

EXPRESS, INC. | 2022 Form 10-K | 72

Table of Contents

~~which~~action ~~consecutive~~that ~~fiscal~~the ~~quarters~~lenders ~~shall~~may have ~~commenced~~had ~~after~~against ~~November 2, 2024), at any time~~ the ~~excess~~applicable ~~availability~~Debtors iswere ~~less~~released ~~than the greater of (i) $25.0 million or (ii) 10% of the Amended Revolving Credit Facility loan cap,~~ and ~~until~~ the ~~excess~~Sale ~~availability~~Transaction ~~exceeds~~occurred ~~such amount for thirty consecutive days, the Borrower is required to maintain a fixed charge coverage ratio (~~as ~~further~~free ~~described~~and clear in ~~the~~accordance ~~Amended~~with ~~Revolving~~Section ~~Credit~~363 ~~Facility)~~ of ~~at least 1.00:1.00, calculated as of~~ the ~~last~~Bankruptcy ~~day of each fiscal quarter (as further described in the Amended Revolving Credit Facility)~~Code.

~~The~~FILO ~~Amended~~Term Revolving Credit Facility includes customary events of default that, include among other things, non-payment defaults, inaccuracy of representations and warranties, covenant defaults, cross-default to material indebtedness, bankruptcy and insolvency defaults, material judgment defaults, ERISA defaults, structural defaults under the loan documents and a change of control default. The occurrence of an event of default could result in the acceleration of the obligations under the Amended Revolving Credit Facility. Under certain circumstances, a default interest rate will apply on any amount payable under the Amended Revolving Credit Facility during the existence of an event of default at a per annum rate equal to 2.00% above the applicable interest rate for any principal and 2.00% above the rate applicable for base rate loans for any other interest.Loan

~~All~~On ~~obligations~~September ~~under~~5, 2023, the ~~Amended~~Company, ~~Revolving~~the ~~Credit~~Borrower ~~Facility~~and ~~are~~certain ~~guaranteed~~other bydirect or indirect, wholly-owned subsidiaries of the Company (collectively, the “Loan Parties”) entered into an asset-based term loan agreement (the “Term Loan Agreement”) with ReStore Capital LLC, as administrative agent, collateral agent and lender, and the other ~~than~~lenders from time to time party thereto. The Term Loan Agreement provided the Borrower) ~~and~~with ~~secured~~a by$65.0 million “first-in, last-out” term loan (athe “FILO Term Loan”). aThe ~~first~~Borrower ~~priority~~received ~~lien~~$32.5 million onin ~~substantially~~gross ~~all~~proceeds ofupon entering into the Term Loan ~~Parties’~~Agreement, ~~assets~~with the remaining $32.5 million principal amount from the FILO Term Loan received on September 13, ~~subject~~2023. The net proceeds of the FILO Term Loan were used to ~~certain~~pay ~~permitted~~down ~~liens.~~outstanding borrowings under the ABL Credit Agreement without corresponding commitment reductions.

AsThe ofFILO ~~January 28,~~Term ~~2023,~~Loan ~~the~~was ~~Company~~to ~~had~~mature ~~$122.0 million~~on inthe ~~borrowings~~earlier ~~outstanding~~of ~~under~~(a) ~~the~~November ~~Amended~~26, ~~Revolving~~2027 ~~Credit~~and ~~Facility~~(b) ~~and~~the ~~approximately~~date ~~$148.4 million~~of ~~remained~~termination ~~available~~of ~~for~~the ~~borrowing~~commitments under the ~~Amended~~ABL ~~Revolving~~ Credit ~~Facility after giving effect to outstanding letters of credit in the amount of $19~~Agreement.~~6 million~~ ~~and~~The ~~subject~~FILO toTerm ~~certain~~Loan ~~borrowing~~will ~~base~~bore ~~limitations~~interest asat ~~further~~a ~~discussed~~variable ~~above.~~rate ~~The~~based ~~fair~~on ~~value of~~ the ~~Amended~~Secured ~~Revolving~~Overnight ~~Credit~~Financing ~~Facility~~Rate atplus ~~January 28,~~an ~~2023~~applicable ~~and~~margin ~~January 29,~~of ~~2022 was $115~~10.~~0 million and $36~~00%.~~5 million, respectively.~~

The FILO Term Loan Agreement required the Borrower to maintain certain financial covenants and also contained customary affirmative and negative covenants and events of default. Obligations under the Term Loan Agreement were guaranteed by the Loan Parties (other than the Borrower) and secured by a second priority lien on substantially all personal property of the Loan Parties, including cash, accounts receivable, and inventory, and shared the same collateral as the Revolving Credit Facility.

As of February 3, 2024, the aggregate outstanding principal amount of the FILO Term Loan was $63.1 million. The fair value of the $63.1 million aggregate outstanding principal amount of the FILO Term Loan at February 3, 2024 was $47.8 million.

As of February 3, 2024, the interest rate on the outstanding principal balance of the FILO Term Loan was 15.3%.

The Term Loan Agreement required the Borrower to maintain minimum excess availability and included customary events of default.

All obligations under the Term Loan Agreement were guaranteed by the Loan Parties (other than the Borrower) and secured by a second priority lien on substantially all personal property of the Loan Parties, including cash, accounts receivable, and inventory, and shared the same collateral as the Revolving Credit Facility.

The Company recorded deferred financing costs associated with the issuance of the FILO Term Loan. The unamortized balance of such deferred costs was $2.8 million as of February 3, 2024. The aggregate outstanding principal amount of the FILO Term Loan is presented on the Consolidated Balance Sheets, net of the unamortized fees.

As a result of the filing of the Chapter 11 Cases, the lenders became subject to automatic stay provisions. This means that certain actions, including enforcing remedies or taking enforcement actions against the collateral, were temporarily stayed or put on hold and required the lenders to adhere to the provisions and limitations set forth under Chapter 11 of the Bankruptcy Code. Pursuant to the Sale Order and the related payoff letters, the lenders were paid off in full by the Debtors with proceeds from the Sale Transaction. At such point, all liens, claims and causes of action that the lenders may have had against the applicable Debtors were released and the Sale Transaction occurred as free and clear in accordance with Section 363 of the Bankruptcy Code.

Letters of Credit

The Company ~~may~~entered ~~enter~~ into various trade letters of credit ("trade LCs") in favor of certain vendors to secure merchandise. These trade LCs ~~are~~were issued for a defined period of time, for specific shipments, and generally ~~expire~~expired three weeks after the merchandise shipment date. As of ~~January~~February 283, ~~2023~~2024 and January 2928, ~~2022~~2023, there were no outstanding trade LCs. Additionally, the Company ~~enters~~entered into stand-by letters of credit ("stand-by LCs") on an as-needed basis to secure payment obligations for third party logistic services, merchandise purchases, and other general and administrative expenses. As of ~~January~~February 283, ~~2023~~2024 and January 2928, ~~2022~~2023, outstanding stand-by LCs totaled $1920.61 million and $3419.6 million, respectively.

~~NOTE~~EXP 8OldCo Winddown, Inc. | ~~STOCKHOLDERS'~~2023 ~~EQUITY~~FORM 10-K | 59

Share Repurchase Programs

On November 28, 2017, the Company's Board of Directors ("Board") approved a share repurchase program that authorizes the Company to repurchase up to $150.0 million of the Company’s outstanding common stock using available cash (the "Repurchase Program"). The Company may repurchase shares on the open market, including through Rule 10b5-1 plans, in privately negotiated transactions, through block purchases, or otherwise in compliance with applicable laws, including Rule 10b-18 of the Exchange Act of 1934. The timing and amount of stock repurchases will depend on a variety of factors, including business and market conditions as well as corporate and regulatory considerations. The share repurchase program may be suspended, modified, or discontinued at any time and the Company has no obligation to repurchase any amount of its common stock under the program. The Company did not repurchase shares of its common stock during 2022, 2021 or 2020. As of January 28, 2023, the Company had approximately $34.2 million remaining under this authorization.

ATM Equity Offering Sales Agreement

On June 3, 2021, the Company entered into an ATM Equity Offering Sales Agreement (the "Sales Agreement") with BofA Securities, Inc. ("BofA"), as the sales agent to sell up to 15.0 million shares of the Company's common stock, par value $0.01 per share, through an “at-the-market” offering program. Such shares are issued pursuant to the

EXPRESS, INC. | 2022 Form 10-K | 73

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~~Company’s shelf registration statement on Form S~~Debtor-~~3 (Registration No. 333~~in-~~253368)~~Possession ~~filed with the SEC on April 6, 2021.~~Financing

OnIn ~~December~~order 2,to ~~2022,~~administer the ~~Company~~Chapter ~~delivered~~11 ~~written~~Cases, ~~notice~~operate tothe ~~BofA~~Debtors’ tobusiness ~~terminate~~in the ~~Sales~~ordinary ~~Agreement.~~course ~~The~~and ~~termination~~facilitate the marketing and consummation of the ~~Sales~~Sale ~~Agreement~~Transaction ~~became~~(as ~~effective~~defined asbelow), ofthe ~~December~~Company 7,obtained ~~2022~~$214.0 million ~~The~~of ~~Company~~post-petition ~~exercised~~debtor-in-possession ~~its~~financing ~~option~~(the to“DIP ~~terminate~~Facilities”), ~~the~~consisting ~~Sales~~of ~~Agreement~~(a) ~~due~~a tonew money single draw term loan in the ~~fact~~amount ~~that~~of $25.0 million (the ~~Company~~“Second noLien ~~longer~~New ~~intends~~Money toDIP ~~utilize~~Term ~~the~~Loans”) ~~Sales~~and ~~Agreement.~~(b) ~~There~~a ~~are~~roll-up noof ~~penalties~~(i) ~~associated~~certain ~~with~~secured prepetition obligations under the ~~termination~~Asset-Based Term Loan Agreement, dated as of September 5, 2023 (the ~~Sales~~“FILO Term Loan Agreement”) in the amount of $63.0 million ~~Prior~~(the to“Second ~~its~~Lien ~~termination~~DIP Term Roll-Up Loans”), ~~the~~and ~~Company~~(ii) ~~did~~certain ~~not~~secured ~~issue~~prepetition orobligations ~~sell~~under ~~any~~the ~~shares~~asset-based loan credit agreement, dated as of ~~its~~May ~~Common~~20, ~~Stock~~2015 ~~pursuant~~(as toamended, the ~~Sales~~“ABL Credit Agreement”) ~~during~~in ~~2022~~the oramount ~~2021~~of $126.0 million (the “First Lien DIP ABL Roll-Up Loans”).

Each of the DIP Facilities were provided to the Company subject to the terms and conditions set forth in the respective DIP Credit Agreements that were executed by the Debtor and the applicable lenders on April 24, 2024, which include conditions precedent, representations and warranties, various affirmative and negative covenants, and events of default customary for financings of such type. The proceeds of all or a portion of the proposed DIP Facilities may be used by the Debtors for, among other things, refinancing the pre-petition debt of the Company, post-petition working capital for the Debtors, payment of costs to administer the Chapter 11 Cases, payment of expenses and fees of the transactions contemplated by the Chapter 11 Cases, payment of court-approved adequate protection obligations under the DIP Credit Agreements, and payment of other costs, in each case subject to the terms of the respective DIP Credit Agreement and the Final DIP Order or any other order of the Bankruptcy Court. The DIP ABL Facility was used to repay in full the obligations under the Second Amended and Restated Asset-Based Loan Credit Agreement, dated as of May 20, 2015 (as amended, the “ABL Credit Agreement”), including interest and fees through the date of repayment, on a dollar-for-dollar cashless basis.

The relief granted by the Bankruptcy Court in its order on June 6, 2024, approving the final DIP Facilities (the “Final DIP Order”) also included granting certain adequate protections to the Debtors’ prepetition secured lenders and agents, which were intended to protect their interests in collateral securing their prepetition claims against the Debtors from any diminution in value.

NOTE 9 | STOCKHOLDERS' EQUITY

Share Repurchase Program

On November 28, 2017, the Board approved a share repurchase program that authorized the Company to repurchase up to $150.0 million of the Company’s outstanding Common Stock using available cash (the "Repurchase Program"), allowing the Company to repurchase shares on the open market, including through Rule 10b5-1 plans, in privately negotiated transactions, through block purchases, or otherwise in compliance with applicable laws, including Rule 10b-18 of the Exchange Act of 1934. As of February 3, 2024, the Company had approximately $34.2 million remaining under this authorization.

In connection with the Chapter 11 Cases, the Company’s share repurchase program was suspended indefinitely.

Investment Agreement

On December 8, 2022, the Company, entered into ~~an investment agreement (~~the “Investment Agreement”) with WHP~~, relating to the issuance and sale of shares of the Company’s common stock, par value $0~~.~~01,~~ ~~in a private placement to WHP.~~ On January 25, 2023, the Company completed the transaction contemplated by the Investment Agreement. Pursuant to the Investment Agreement, the Company issued and sold 5.4 million shares of ~~common~~Common ~~stock~~Stock to WHP (the “Purchased Shares”) for a purchase price of $4.60 per share, or an aggregate purchase price of $25.0 million ~~(the “Stock Purchase”)~~, representing an approximate pro forma ownership of 7.4%. The Investment Agreement contains customary representations, warranties and covenants of the Company and WHP. The excess paid over fair value of $17.8 million was recorded in gain on transaction with WHP on the Consolidated Statements of Income and Comprehensive Income.

~~NOTE~~EXP 9OldCo Winddown, Inc. | ~~LONG~~2023 FORM 10-~~TERM~~K ~~INCENTIVE~~| ~~COMPENSATION~~60

The Company records the fair value of share-based payments to employees in the Consolidated Statements of Income and Comprehensive Income as compensation expense, net of forfeitures, over the requisite service period. The Company issues shares of common stock from treasury stock, at average cost, upon exercise of stock options and vesting of restricted stock units, including those with performance conditions.

Long-Term Incentive Compensation Plans

On April 30, 2018, upon the recommendation of the Committee, the Board unanimously approved and adopted, subject to stockholder approval, the Express, Inc. 2018 Incentive Compensation Plan (the “2018 Plan”) to replace the previous plan. On June 13, 2018, stockholders of the Company approved the 2018 Plan and all grants made subsequent to that approval have been made under the 2018 Plan. The primary change made by the 2018 Plan was to increase the number of shares of common stock available for equity-based awards by 2.4 million shares.

In the third quarter of 2019, in connection with updates made by the Company to its policy regarding the clawback of incentive compensation awarded to associates, the Board approved an amendment to the 2018 Plan, solely for the purpose of updating the language regarding the recoupment of awards granted under the 2018 Plan.

On March 17, 2020, upon the recommendation of the Committee, the Board unanimously approved and adopted, subject to stockholder approval, a second amendment to the 2018 Plan, which increased the number of shares of common stock available under the 2018 Plan by 2.5 million shares. On June 10, 2020, stockholders of the Company approved this plan amendment.

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~~The~~Reverse ~~following~~Stock ~~summarizes~~Split ~~long-term~~and ~~incentive~~Recasting ~~compensation~~of ~~expense:~~Per-Share Amounts

	2022		2021		2020
	(in thousands)
Restricted stock units	$	4,075	$	6,212	$	8,220
Stock options	350		728		1,242
Performance-based restricted stock units	3,115		2,869		—
Total share-based compensation	$	7,540	$	9,809	$	9,462
Cash-settled awards	8,662		9,142		695
Total long-term incentive compensation	$	16,202	$	18,951	$	10,157

On August 30, 2023, the Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to effect a 1-for-20 reverse stock split of the Common Stock. Pursuant to the Certificate of Amendment, effective as of 5:00 p.m., Eastern Time, on August 30, 2023, (i) every 20 shares of Common Stock issued and outstanding, including shares of Common Stock held by the Company as treasury shares, were automatically combined into one share of Common Stock, and (ii) the number of authorized shares of Common Stock was reduced from 500.0 million authorized shares to 25.0 million authorized shares of Common Stock.

~~The~~Shares ~~stock~~of ~~compensation~~the ~~related~~Common ~~income~~Stock ~~tax~~began ~~benefit,~~trading ~~excluding~~on ~~consideration~~a ofsplit-adjusted ~~valuation~~basis ~~allowances~~at market open on August 31, ~~recognized~~2023. byThe ~~the~~$0.01 ~~Company~~par invalue ~~2022,~~per ~~2021,~~share of Common Stock and ~~2020~~any ~~was~~other ~~$3.1~~rights ~~million,~~associated ~~$4.2~~the ~~million~~Common ~~and~~Stock ~~$0.9~~were ~~million,~~not ~~respectively~~affected by the reverse stock split.

~~The~~All ~~valuation~~shares ~~allowances~~of ~~associated~~Common ~~with~~Stock, ~~these~~stock ~~tax~~option ~~benefits~~awards ~~were~~and ~~$3.1~~per ~~million~~share amounts in ~~2022~~the ~~compared~~accompanying toConsolidated ~~$4.2 million~~Financial inStatements ~~2021.~~and ~~There~~related ~~were~~Notes nohave ~~valuation~~been ~~allowances~~retrospectively ~~associated~~restated ~~with~~to reflect the ~~tax~~effect ~~benefits~~of inthe ~~2020~~reverse stock split.

Preferred shares outstanding were not affected by the reverse stock split and as such, those shares have not been adjusted in the accompanying Consolidated Financial Statements and related Notes.

NOTE 10 | LONG-TERM INCENTIVE COMPENSATION

The Company records the fair value of share-based payments to employees in the Consolidated Statements of Income and Comprehensive Income as compensation expense, net of forfeitures, over the requisite service period. The Company issues shares of Common Stock from treasury stock, at average cost, upon exercise of stock options and vesting of restricted stock units, including those with performance conditions.

Long-Term Incentive Compensation Plans

The following summarizes long-term incentive compensation expense as of the date indicated:


	2023		2022
	(in thousands)
Restricted stock units	$	892	$	4,075
Stock options	161		350
Performance-based restricted stock units	(5,945)		3,115
Total share-based compensation	$	(4,892)	$	7,540
Cash-settled awards	7,578		8,662
Total long-term incentive compensation	$	2,686	$	16,202

The stock compensation related income tax benefit, excluding consideration of valuation allowances, recognized by the Company in 2023 and 2022 was $5.0 million and $3.1 million, respectively.

The valuation allowances associated with these tax benefits were $5.0 million in 2023 compared to $3.1 million in 2022.

Equity Awards

Restricted Stock Units

During ~~2022~~2023, the Company granted restricted stock units ("RSUs") under the ~~terms~~Second ofAmended ~~the~~and Restated Express, Inc. 2018 Incentive Compensation Plan (the "Plan"). The fair value of ~~the~~ RSUs is generally determined based on the Company'’s closing stock price on the day prior to the grant date in accordance with the ~~2018~~ Plan. The RSUs ~~granted in 2022, in general, vest ratably over one to three years and the expense related to these RSUs will be recognized using the straight-line attribution method over this vesting period.~~

~~The~~EXP ~~Company's~~OldCo ~~activity~~Winddown, ~~with~~Inc. ~~respect~~| to2023 ~~RSUs~~FORM ~~for~~10-K ~~2022~~| ~~was as follows:~~61

	Number ofShares	Grant DateWeighted AverageFair Value
	(in thousands, except per share amounts)
Unvested, January 29, 2022	3,561	$	2.55
Granted	373	$	2.60
Vested	(1,888)	$	2.84
Forfeited	(313)	$	2.39
Unvested, January 28, 2023	1,733	$	2.27

The total fair value of RSUs that vested during 2022, 2021, and 2020 was $5.4 million, $8.8 million and $7.4 million, respectively. As of January 28, 2023, there was approximately $1.2 million of total unrecognized compensation expense related to unvested RSUs, which is expected to be recognized over a weighted-average period of approximately 0.5 years.

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granted generally vest ratably over one to three years and the expense related to these RSUs is recognized using the straight-line attribution method over this vesting period.

The Company's activity with respect to RSUs for 2023 was as follows:


	Number of Shares	Grant Date Weighted Average Fair Value
	(in thousands, except per share amounts)
Unvested, January 28, 2023	87	$	45.38
Granted	1	$	22.80
Vested	(81)	$	44.39
Forfeited	(5)	$	59.98
Unvested, February 3, 2024	2	$	44.70

The total fair value of RSUs that vested during 2023 and 2022 was $3.6 million and $5.4 million, respectively. As of February 3, 2024, there was approximately $0.1 million of total unrecognized compensation expense related to unvested RSUs, which is expected to be recognized over a weighted-average period of approximately 1.2 years.

Stock Options

During ~~2022~~2023, the Company did not grant stock options. The expense for stock options is recognized using the straight-line attribution method.

The Company's activity with respect to stock options during ~~2022~~2023 was as follows:

	Number ofShares	Grant DateWeighted AverageExercise Price		Weighted-Average Remaining Contractual Life(in years)	Aggregate Intrinsic Value
	(in thousands, except per share amounts and years)
Outstanding, January 29, 2022	2,973	$	5.39
Outstanding, January 28, 2023	143	$	96.86
Granted	—	$	—
Exercised	—	$	—
Forfeited or expired	(~~116~~122)	$	1864.9163
Outstanding, January 28, 2023	2,857	$	4.84	5.8	$	—
Outstanding, February 3, 2024	21	$	279.49	2.0	$	—
Expected to vest at January 28, 2023	279	$	2.60	6.5	$	—
Expected to vest at February 3, 2024	—	$	—	0.0	$	—
Exercisable at January 28, 2023	2,577	$	5.09	5.7	$	—
Exercisable at February 3, 2024	21	$	279.49	2.0	$	—

As of ~~January~~February 283, ~~2023~~2024, there was ~~approximately~~no ~~$0.2 million of total~~ unrecognized compensation expense related to stock options~~, which is expected to be recognized over a weighted-average period of approximately 0~~.~~5 years.~~

The Company uses the Black-Scholes-Merton option-pricing model to value stock options granted to employees and directors. The Company's determination of the fair value of stock options is affected by the Company's stock price, as well as a number of subjective and complex assumptions. These assumptions include the risk-free interest rate, the Company's expected stock price volatility over the term of the awards, expected term of the award, and dividend yield. There were no stock options issued or exercised in ~~2022,~~2023 ~~2021~~or ~~and 2020~~2022.

Performance-Based Restricted Stock Units

During 2022, the Company granted performance-based ~~shares~~RSUs to a limited number of senior executive-level employees, which entitle these employees to receive a specified number of shares of the ~~Company’s~~Common ~~common~~Stock ~~stock~~ upon vesting based upon the achievement of certain performance conditions. The number of shares of Common Stock earned could range between 0% and 200% of the target amount of shares underlying the award depending upon performance achieved over a three-year vesting period. The performance conditions of the ~~award~~awards include adjusted earnings before interest, taxes, depreciation, and amortization ("Adjusted EBITDA") targets and the Company's total shareholder return ("TSR") ~~of the Company’s common stock~~ relative to a select group of peer companies. A Monte Carlo valuation model was used to determine the fair value of the awards. The TSR performance ~~metric~~condition is a market condition. Therefore, ~~fair value of~~ the awards is fixed at the measurement date and is not revised based on actual performance. The number of shares that are expected to vest will change based on estimates of the Company’s Adjusted EBITDA performance in relation to the pre-established targets. The 2022 target grant currently corresponds to approximately 1.9 million shares, with a grant-date fair value of $3.97 per share. As of January 28, 2023, $5.5 million of total unrecognized compensation cost is expected to be recognized on performance-based restricted stock units over a remaining weighted-average period of 1.6 years.

EXP OldCo Winddown, Inc. | 2023 FORM 10-K | 62

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value of the portion of the awards which vest based on the TSR performance condition is fixed at the measurement date and is not revised based on actual performance during the three-year vesting period. The number of shares of Common Stock underlying the portion of the awards which vest based on the Company’s Adjusted EBITDA performance in relation to the pre-established targets will change during the three-year vesting period based on estimates.

During 2023, as a material inducement to accept employment with the Company, the Company granted its new Chief Executive Officer an award consisting of 0.15 million performance-based RSUs. The RSUs will become eligible to vest (with a maximum payout of 200% of target) on the last day of fiscal year 2026 based on the Company’s average stock price performance, relative to a pre-determined goal, during the period between the grant date and the last day of fiscal year 2026. A Monte Carlo valuation model was used to determine the fair value of the inducement award. Because the stock price performance condition is a market condition, the fair value of the award is measured and fixed at the grant date and is not revised based on actual performance during the performance period.

As of February 3, 2024, $0.4 million of total unrecognized compensation cost is expected to be recognized on outstanding performance-based RSUs over a remaining weighted-average period of 3.0 years.

Cash-Settled Awards

Time-Based Cash-Settled Awards

During ~~2022~~2023, the Company granted time-based cash-settled awards to employees that vest ratably over three years. These awards are classified as liabilities and do not vary based on changes in the Company's stock price or financial performance. The expense related to these awards will be accrued using a straight-line method over this vesting period. As of ~~January~~February 283, ~~2023~~2024, $117.93 million of total unrecognized compensation cost is expected to be recognized on ~~time-based~~outstanding cash-settled awards over a weighted-average period of 1.43 years.

Performance-Based Cash-Settled Awards

InDuring ~~March 2020~~2023, the Company granted performance-based cash-settled awards to a limited number of senior executive-level employees. ~~Due~~These awards are classified as liabilities, are valued based on the fair value of the award at the grant date and are remeasured at each reporting date until settlement with compensation expense being recognized in proportion to the ~~significant~~completed ~~disruption~~requisite ~~caused~~service byperiod up until date of settlement. The amount of cash earned ranges between 0% and 200% of the ~~COVID~~target amount depending upon performance achieved over a three-19year ~~pandemic~~performance period commencing on the first day of the Company’s 2023 fiscal year and ending on the last day of the Company’s 2025 fiscal year. The performance conditions of the award include Adjusted EBITDA targets and the Company's TSR relative to a select group of peer companies. The fair value of the awards will change based on estimates of the Company’s Adjusted EBITDA performance in relation to the pre-established targets. A Monte Carlo valuation model was used to determine the fair value of the awards. As of February 3, 2024, $0.5 million of total unrecognized compensation cost is expected to be recognized on outstanding performance-based cash-settled awards over a remaining weighted-average period of 2.2 years.

~~EXPRESS,~~NOTE ~~INC.~~11 | ~~2022~~EARNINGS ~~Form~~PER ~~10-K | 76~~SHARE

The following table provides a reconciliation between basic and diluted weighted-average shares used to calculate basic and diluted earnings per share. All shares of Common Stock in the table below have been retrospectively restated to reflect the effect of the reverse stock split:


	2023	2022
	(in thousands)
Weighted-average shares - basic	3,731	3,402
Dilutive effect of stock options and restricted stock units	—	51
Weighted-average shares - diluted	3,731	3,453

EXP OldCo Winddown, Inc. | 2023 FORM 10-K | 63

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~~business~~Equity ~~operations, as well as its adverse impact on consumer confidence and demand, the Committee delayed setting performance targets for the 2020 long-term performance-based~~ awards ~~until~~representing ~~February 2021~~0.2 ~~While~~million ~~the~~shares ~~2020 long-term performance awards remain subject to a three-year vesting cliff, these awards are subject to a two-year performance period instead~~ of aCommon ~~three-year~~Stock ~~performance~~were ~~period.~~excluded ~~These~~from ~~awards are classified as liabilities, with~~ the ~~amount~~computation ~~to be paid out estimated each reporting period. Expense is being recognized in proportion to the completed requisite period up until date~~ of ~~settlement.~~diluted ~~The~~earnings ~~amount~~per ofshare ~~cash~~for ~~earned~~both ~~could~~2023 ~~range between 0%~~ and ~~200% of~~ ~~the target amount depending upon performance achieved over a two-year performance period commencing on the first day of the Company’s 2021 fiscal year and ending on the last day of the Company’s~~ 2022, ~~fiscal~~respectively, ~~year.~~as ~~The performance condition of~~ the ~~award~~inclusion ~~is Adjusted EBITDA. The amount~~ of ~~cash~~these earned will change based on estimates of the Company’s Adjusted EBITDA performance in relation to the pre-established targets. As of January 28, 2023, $0.6 million of total unrecognized compensation cost is expected to be recognized on performance-based cash-settled awards ~~over~~would ahave ~~remaining~~been ~~weighted~~anti-~~average period of 0~~dilutive.~~2 years.~~

~~NOTE~~Additionally, 10for |2023, ~~EARNINGS~~equity ~~PER~~awards ~~SHARE~~representing 0.2 million shares of Common Stock were excluded from the computation of diluted weighted average shares because the number of shares of Common Stock that will ultimately be issued is contingent on the Company's performance compared to pre-established performance goals which have not been achieved as of February 3, 2024.

~~The~~NOTE ~~following~~12 ~~table~~| ~~provides~~RETIREMENT ~~a reconciliation between basic and diluted weighted-average shares used to calculate basic and diluted earnings per share:~~BENEFITS

	2022	2021	2020
	(in thousands)
Weighted-average shares - basic	68,046	66,448	64,624
Dilutive effect of stock options, restricted stock units and restricted stock	1,012	—	—
Weighted-average shares - diluted	69,058	66,448	64,624

Equity awards representing 3.4 million, 7.8 million and 10.6 million shares of common stock were excluded from the computation of diluted earnings per share for 2022, 2021, and 2020, respectively, as the inclusion of these awards would have been anti-dilutive.

Additionally, for 2022, 2.9 million shares were excluded from the computation of diluted weighted average shares because the number of shares that will ultimately be issued is contingent on the Company's performance compared to pre-established performance goals, which have not been achieved as of January 28, 2023.

NOTE 11 | RETIREMENT BENEFITS

The employees of the Company, if eligible, participate in a qualified defined contribution retirement plan (the “Qualified Plan”) sponsored by the Company.

Participation in the Company's Qualified Plan is available to employees who meet certain age and service requirements. The Qualified Plan permits employees to elect contributions up to the lesser of 15% of their compensation or the maximum limits allowable under the Internal Revenue Code ~~("IRC")~~. The Company matches employee contributions according to a predetermined formula. Employee contributions and Company matching contributions vest immediately.

Total expense recognized related to the Qualified Plan employer match was $34.~~8 million, $~~3.7 million, and $3.48 million in ~~2022,~~2023 ~~2021,~~ and ~~2020~~2022, respectively.

~~EXPRESS,~~NOTE ~~INC.~~13 | ~~2022~~COMMITMENTS ~~Form~~AND ~~10-K | 77~~CONTINGENCIES

As a result of the Chapter 11 Cases, substantially all proceedings then pending against the Debtors were stayed by operation of Section 362(a) of the Bankruptcy Code.

In accordance with applicable accounting standards, the Company establishes an accrued liability for loss contingencies related to legal proceedings when the loss is both probable and reasonably estimable. As of February 3, 2024, the Company's Consolidated Balance Sheet includes an estimated liability based on its best estimate of the outcome of the unresolved matters.

NOTE 14 | SUBSEQUENT EVENTS

NYSE Delisting and Suspension of SEC Reporting Obligations

On March 6, 2024, trading in the Common Stock on the NYSE was suspended after market close. On March 14, 2024, the NYSE filed its notification of removal from listing (Form 25) with the SEC. On April 24, 2024, following the filing of post-effective amendments to outstanding registration statements to remove unsold securities, the Company filed a Form 15 with the SEC to terminate the registration of the Common Stock under Section 12(g) of the Exchange Act, and to suspend its duty to file reports pursuant to Section 15(d)(1) of the Exchange Act.

Chapter 11 Cases

On April 22, 2024, the Debtors filed the Chapter 11 Cases in the Bankruptcy Court. The Chapter 11 Cases are being jointly administered under the caption “In re: Express, Inc., et al.” (Case No. 24-10831).

Potential Claims

We filed with the Bankruptcy Court schedules and statements setting forth, among other things, the assets and liabilities of us and each of our Debtor subsidiaries, subject to the assumptions filed in connection therewith. Certain holders of pre-petition claims that are not governmental units were required to file proofs of claim by the deadline for general claims, which was set by the Bankruptcy Court as July 10, 2024. Governmental units were required to file proof of claims by October 22, 2024, the deadline that was set by the Bankruptcy Court.

EXP OldCo Winddown, Inc. | 2023 FORM 10-K | 64

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~~NOTE~~As 12of |December ~~COMMITMENTS~~11, ~~AND~~2024, ~~CONTINGENCIES~~the Debtors had received approximately 1,745 proofs of claim, approximately 83% of which represent general unsecured claims, for an aggregate amount of approximately $686.7 million. We will continue to evaluate these claims throughout the Chapter 11 process and recognize or adjust amounts in the financial statements as necessary using the best information available at such time. Differences between amounts scheduled by us and claims by unsecured creditors will ultimately be reconciled and resolved in connection with the claims resolution process. In light of the expected number of creditors, the claims resolution process may take considerable time to complete.

~~In a complaint filed~~ Debtor-in-Possession January 2017 by Mr. Jorge Chacon in the Superior Court for the State of California for the County of Orange, certain subsidiaries of the Company were named as defendants in a representative action alleging violations of California state wage and hour statutes and other labor standards. The lawsuit seeks unspecified monetary damages and attorneys’ fees.Financing

In ~~July~~order ~~2018,~~to ~~former~~administer ~~associate~~the ~~Ms.~~Chapter ~~Christie~~11 ~~Carr~~Cases, ~~filed~~operate ~~suit~~the inDebtors’ ~~Alameda~~business ~~County~~in ~~Superior~~the ~~Court~~ordinary ~~for~~course during the ~~State~~pendency of ~~California~~the ~~naming~~Chapter ~~certain~~11 ~~subsidiaries~~Cases and facilitate the marketing and consummation of the ~~Company~~Sale asTransaction, ~~defendants~~the inCompany aobtained ~~representative~~$214.0 million ~~action~~of ~~alleging~~DIP ~~violations~~Facilities, consisting of ~~California~~(a) ~~State~~the ~~wage~~Second ~~and~~Lien ~~hour~~New ~~statutes~~Money DIP Term Loans and ~~other~~(b) ~~labor~~a ~~standard~~roll-up ~~violations.~~of ~~The~~(i) ~~lawsuit~~the ~~seeks~~Second ~~unspecified~~Lien ~~monetary~~DIP ~~damages~~Term Roll-Up Loans, and ~~attorneys’~~(ii) ~~fees~~the First Lien DIP ABL Roll-Up Loans.

OnRefer January 29, 2019, Mr. Jorge Chacon filed a second representative action in the Superior Court for the State of California for the County of Orange alleging violations of California state wage and hour statutes and other labor standard violations, which was removed to ~~federal~~Note ~~court~~8 ~~by the Company and is now pending in the United States District Court~~ for ~~the~~further ~~Central~~discussion ~~District~~ of ~~California (~~the ~~“District~~DIP ~~Court”)~~Facilities. The lawsuit seeks unspecified monetary damages and attorneys' fees. In June 2021, a portion of Mr. Chacon’s claims in this action were certified as a class action. Plaintiff and the Company both filed Motions for Summary Judgment on February 28, 2022.

InKey ~~June~~Developments 2022, as a result of a mediation process overseen by an independent mediator, the parties agreed, subject to approval by the District Court, to settle these matters for an amount not material to the Company. The proposed settlement will resolve the Chacon and Carr matters in ~~their entirety and also provide for a broad release of claims asserted therein on behalf of~~ the ~~Company’s~~Chapter ~~current~~11 ~~and former employees in California for wage and hour violations.~~Cases

AsThrough ofthe ~~January 28~~Chapter 11 process, ~~2023~~the Debtors sought to implement a going-concern sale transaction. On April 21, 2024, the Company's ~~Consolidated~~received ~~Balance~~a ~~Sheet~~non-binding ~~includes~~letter anof ~~estimated~~intent ~~liability~~from ~~based~~Phoenix JV for the potential acquisition of a substantial portion of the Company’s assets and the assumption of leases on ~~its~~a ~~best~~minimum ~~estimate~~of 280 stores for aggregate cash consideration in the amount of $10.0 million plus 100% of the ~~outcome~~net orderly liquidation value of acquired merchandise, in addition to the ~~unresolved~~assumption ~~matters~~of the applicable liabilities. On May 22, 2024, the Debtors entered the Purchase Agreement with the Phoenix JV. The Purchase Agreement provided for a total purchase price of approximately $172.0 million, consisting of approximately $134.0 million in cash consideration and $38.0 million of assumed liabilities. On June 14, 2024, the Bankruptcy Court entered an order approving the Purchase Agreement and the Sale Transaction. The Sale Transaction was successfully consummated on June 21, 2024. Pursuant to the Sale Transaction, 403 leases for Express stores, 50 leases for Bonobos stores and the lease for the Company’s corporate headquarters in Columbus, Ohio, were assigned to and assumed by the Phoenix JV.

Additionally, through the Chapter 11 process, the Debtors provided notice of and completed rejection of 118 unexpired leases in accordance with the procedures approved by the Bankruptcy Court.

On December 17, 2024, the Bankruptcy Court confirmed the Plan. Pursuant to the Plan, proceeds from the Sale Transaction and the disposition of the Debtors’ remaining assets will be distributed to eligible claim holders, in order of priority, after which each of the Debtors’ estates will be wound down. The Company anticipates that the Plan will go effective on or about December 31, 2024. As of the date of this Form 10-K, the Company and the other Debtors no longer have any operations, other than those relating to the wind-down process provided in the Plan.

Refer to Note 1 for further discussion on the Chapter 11 claims process.

CARES Act

The CARES Act, enacted on March 27, 2020, includes several provisions that impact us, including (a) the establishment of a five-year carryback of net operating losses originating in the tax years 2018, 2019 and 2020, (b) temporarily suspending the 80% limitation on the use of net operating losses, (c) relaxing limitation rules on business interest deductions, and (d) retroactively clarifying that businesses may immediately write off certain qualified leasehold improvement property dating back to January 1, 2018. We carried back certain of our U.S. federal net operating losses to offset taxable income in the five-year carryback period as part of the CARES Act entitling us to a refund. On April 15, 2024, we received the CARES Act refund in the amount of approximately $49.0 million.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

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ITEM 9A. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) promulgated under the Exchange Act of 1934, as amended (the "Exchange Act")) that are designed to provide reasonable assurance that information required to be disclosed in our Exchange Act ~~of 1934~~ reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost benefit relationship of possible controls and procedures.

~~Management~~Under the supervision and with the participation of our management, including ~~the~~our principal executive officer and principal financial officer, we conducted an evaluation prior to filing this ~~report~~Form 10-K of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of ~~January~~February 283, ~~2023~~2024.

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MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act ~~of 1934~~. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external reporting purposes in accordance with generally accepted accounting principles. We conducted an evaluation of the effectiveness of our internal control over financial reporting based on Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company's internal control over financial reporting as of ~~January~~February 283, ~~2023~~2024. In making this assessment, we used the criteria set forth by COSO. Based on our assessment, management concluded that, as of ~~January~~February 283, ~~2023~~2024, the Company's internal control over financial reporting was effective.

~~The~~Management ~~effectiveness~~has ofexcluded ~~the~~Bonobos ~~Company’s~~from its assessment of internal control over financial reporting as of ~~January 28~~February 3, ~~2023~~2024, ~~has~~because ~~been~~it ~~audited~~was acquired by ~~PricewaterhouseCoopers~~the ~~LLP,~~Company anin ~~independent~~a ~~registered~~purchase ~~public~~business ~~accounting~~combination ~~firm,~~during as2023. ~~stated~~Bonobos' intotal ~~their~~assets ~~report~~and ~~which~~total ~~appears~~revenues ~~herein.~~represent ~~See~~approximately ~~“Item~~7% and 8.%, ~~Financial~~respectively, ~~Statements~~of our total assets and ~~Supplementary~~total ~~Data”~~revenues, as of ~~this~~and ~~Annual~~for ~~Report~~the fifty-three weeks ended February 3, 2024.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act ~~of 1934~~) that occurred during the fourth quarter of ~~2022~~2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

~~None.~~Insider Trading Arrangements

During the quarterly period ended February 3, 2024, none of our directors or officers subject to Section 16 of the Exchange Act adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act and/or any “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K).

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ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not Applicable.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

~~The~~Board ~~information required by this item will appear in our Proxy Statement for our 2023 Annual Meeting~~ of ~~Stockholders under the captions “Election of Class I~~ Directors,” “Executive Officers,” “Stock Ownership Information—Delinquent Section 16(a) Reports,” “Corporate Governance—Board Practices,” “Corporate Governance—Board Composition” and “Corporate Governance—Board Leadership & Structure” and the information therein is incorporated herein by reference.

The name and age of each member of the Board of Directors (the “Board”), their positions held with the Company (if any) and other biographical information as of December 30, 2024 is set forth below.

Michael Archbold, age 64, joined the Board in January 2012. Mr. Archbold served as Chief Executive Officer of GNC Holdings, Inc. from August 2014 until July 2016 and also served as a director on the board of GNC Holdings, Inc. Prior to that, he was the Chief Executive Officer of The Talbots Inc. from August 2012 until June 2013 and also served as a director on the board of The Talbots Inc. Prior to that, Mr. Archbold served as President and Chief Operating Officer of Vitamin Shoppe, Inc. from April 2011 until June 2012, and prior to that as its Executive Vice President, Chief Operating Officer, and Chief Financial Officer from April 2007. Mr. Archbold served as Executive Vice President / Chief Financial and Administrative Officer of Saks Fifth Avenue from 2005 until 2007. From 2002 until 2005 he served as Chief Financial Officer for AutoZone, Inc., originally as Senior Vice President, and later as Executive Vice President. Mr. Archbold is an inactive certified public accountant and has 20 years of financial experience in the retail industry. Mr. Archbold currently serves on the Board of the Council for Inclusive Capitalism with The Vatican, on the Advisory Board for the Dolan School of Business at Fairfield University, and as the Program Director for the CFO Council: Fortune 250 at The Conference Board. We believe that Mr. Archbold’s experience in the areas of accounting, finance and capital structure; risk management; retail merchandising and operations; business development and strategic planning; and investor relations, as well as his prior executive leadership of complex organizations, qualifies him to serve on the Board.

Terry Davenport, age 66, joined the Board in November 2016. Mr. Davenport served as Global Brand Advisor for Starbucks Coffee Company from February 2014 until he retired in October 2017. Mr. Davenport spent the last ten years of his career at Starbucks Coffee Company. Prior to serving as Global Brand Advisor, his roles at Starbucks included: Senior Vice President of Global Creative Studios, Senior Vice President of Marketing and Category for Europe, Middle East, and Africa (EMEA), and Senior Vice President of Marketing for the U.S. He originally joined Starbucks as Vice President of Brand Strategy and Consumer Insights in October 2006. Prior to joining Starbucks, Mr. Davenport held senior brand leadership roles with YUM! Brands, PepsiCo., and Omnicom Agencies. Mr. Davenport is currently a strategic advisor and consultant for various enterprises on consumer, strategy, and brand related matters. We believe that Mr. Davenport’s past experience with target customers and in the areas of consumer brand marketing and advertising; e-commerce and omni-channel retailing; retail merchandising and operations; business development and strategic planning; international operations; and environmental, social and governance (“ESG”) matters qualifies him to serve on the Board.

Stewart Glendinning, age 59, joined the Board in September 2023 and has served as Chief Executive Officer of the Company since September 2023. Prior to his current role, he served as Group President, Prepared Foods of Tyson Foods and before that as Executive Vice President and Chief Financial Officer of Tyson. Previously, he was President and Chief Executive Officer of Molson Coors International. He began his career at Molson Coors in 2005 as Chief Financial Officer for Molson Coors UK and subsequently held the positions of Chief Financial Officer for Molson Coors Brewing, President and Chief Executive Officer of the UK Business, and President and Chief Executive Officer of Molson Coors Canada. Mr. Glendinning currently serves on the Board of Directors of The North West Company and has served with various organizations within the U.S. Naval Reserve. We believe that Mr. Glendinning’s past executive leadership, coupled with his extensive experience in the consumer products industry and in the areas of worldwide financial planning, finance and accounting, qualify him to serve on the Board.

Karen Leever, age 60, joined the Board in August 2016. Ms. Leever is the Chief Product Officer of Fetch Pet Insurance, a role she has held since October 2024. Prior to that, Ms. Leever served as the Chief Operating Officer since January 2022. Prior to that, Ms. Leever served as President, US Digital Products and Marketing, for Discovery Communications from 2018 to 2021, and as Executive Vice President and General Manager, Digital Media of Discovery Communications from 2015 to 2018. Prior to joining Discovery Communications, she spent ten years with DIRECTV, and held several roles, including Senior Vice President, Digital and Direct Sales from 2013 to 2015,

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Senior Vice President of Digital Marketing and Media in 2012, and Senior Vice President of directv.com and Customer Communications in 2011. Additionally, Ms. Leever served as Vice President, Marketing at Kmart Corporation during 2005 and as Divisional Vice President, eCommerce from 2004 until 2005. Earlier in her career, she spent more than a decade in electronic television retailing at HSN and QVC, overseeing website design, messaging, pricing, and programming strategies. We believe that Ms. Leever’s technology development and management experience as well as her experience with target customers and in the areas of e-commerce and omni-channel retailing; data analytics; business development and strategic planning; retail merchandising and operations; and leadership development and succession planning, qualify her to serve on the Board.

Patricia E. Lopez, age 63, joined the Board in February 2022. Ms. Lopez most recently served as Chief Executive Officer and as a member of the Board of Directors of High Ridge Brands Co., a Clayton, Dubilier & Rice Company, from 2017 until April 2020. Before joining High Ridge Brands Co., Ms. Lopez served as Senior Vice President of The Estée Lauder Companies Inc. from 2015 until 2016 and Chief Marketing Officer of Avon Products, Inc. from 2012 until 2015. Prior to that, Ms. Lopez worked for The Procter & Gamble Company from 1983 to 2012, where she held various roles in Latin America and the United States before ultimately serving as Vice President and General Manager of Eastern Europe in Russia. Ms. Lopez currently serves as a director of Domino’s Pizza, Inc., Aramark and Virtue Labs, and previously served as a director of Acreage Holdings, Inc. from May 2021 to June 2023. We believe that Ms. Lopez’s experience with target customers, past executive leadership of complex organizations and experience in the areas of consumer brand marketing and advertising; business development and strategic planning; corporate governance and public company board practices; international operations; and retail merchandising qualify her to serve on the Board.

Mylle Mangum, age 76, joined the Board in August 2010 and serves as Board Chair. Ms. Mangum is the Chief Executive Officer of IBT Holdings, LLC, a position she has held since October 2003. Prior to that, Ms. Mangum served as Chief Executive Officer of True Marketing Services, LLC since July 2002. She served as Chief Executive Officer of MMS Incentives, Inc. from 1999 to 2002. From 1997 until 1999, she served as President-Global Payment Systems and Senior Vice President-Expense Management and Strategic Planning for Carlson Wagonlit Travel, Inc. From 1992 until 1997 she served as Executive Vice President-Strategic Management for Holiday Inn Worldwide. Ms. Mangum was previously employed with BellSouth Corporation as Director-Corporate Planning and Development from 1986 to 1992 and President of BellSouth International from 1985 to 1986. Prior to that, she was with the General Electric Company. Ms. Mangum previously served as a director of Emageon, Inc., Scientific-Atlanta, Inc., Respironics, Inc., and PRGX Global, Inc. Ms. Mangum currently serves as a director of Barnes Group Inc. and Haverty Furniture Companies, Inc. We believe that Ms. Mangum’s prior executive leadership of complex organizations, combined with her experience in the areas of business development and strategic planning; corporate governance and public company board practices; leadership development and succession planning; international and franchise operations; accounting, finance, and capital structure; and executive compensation, qualify her to serve on the Board.

Satish Mehta, age 60, joined the Board in December 2022. Mr. Mehta has served as Chief Technology Officer of Chewy, Inc. since June 2018. From July 2017 to June 2018, Mr. Mehta served as Vice President—Data and Analytics Solutions for UnitedHealth Group. Prior to that, Mr. Mehta served in various capacities at Staples Inc., including serving as their Vice President, Price—Data & Analytics, Omni-Channel and Innovation Labs from January 2014 to July 2017. Mr. Mehta’s experience also includes over eight years of service, from November 2005 to January 2014, at Yahoo!, in various positions including as their Senior Director, Global Data and Ad Tech. We believe that Mr. Mehta’s technology development and management experience, as well as his experience with target customers and in the areas of data analytics; risk management; supply chain; consumer brand marketing; and e-commerce and omni-channel retailing, qualify him to serve on the Board.

Peter Swinburn, age 71, joined the Board in February 2012. Mr. Swinburn served as Chief Executive Officer and President of Molson Coors Brewing Company from July 2008 until he retired in December 2014. He also served as a director on the board of Molson Coors Brewing Company and MillerCoors Brewing Company from July 2008 until his retirement. Prior to that, he was Chief Executive Officer of Coors (U.S.) and from 2005 until October 2007, Mr. Swinburn served as President and Chief Executive Officer of Molson Coors Brewing Company (UK) Limited. Prior to that, he served as President and Chief Executive Officer of Coors Brewing Worldwide and Chief Operating Officer of Molson Coors Brewing Company (UK) Limited following the Molson Coors Brewing Company’s acquisition of Molson Coors Brewing Company (UK) Limited in 2002 where he served until 2003. Mr. Swinburn currently serves on the Board of Directors of Driven Brands, Inc. and previously served as a director of Fuller, Smith & Turner PLC and of Cabela’s Inc. We believe that Mr. Swinburn’s prior executive leadership of complex organizations, combined

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with his experience in the areas of business development and strategic planning; consumer brand marketing and advertising; international operations; finance and capital structure; corporate governance and public company board practices; mergers and acquisitions; and executive compensation, qualify him to serve on the Board.

William Transier, age 70, joined the Board in April 2024. Mr. Transier is the founder and Chief Executive Officer of Transier Advisors, LLC, an independent advisory firm which, since 2015, has provided services to companies facing financial distress, suboptimal operational situations, turnaround, restructuring, transformation or in need of interim executive or board leadership. Prior to that, he was co-founder of Endeavour International Corporation, an international oil and gas exploration and production company. He served as non-executive Chairman of Endeavour's Board of Directors from December 2014 until November 2015. He served from September 2006 until December 2014 as Chairman, Chief Executive Officer, and President of Endeavour and as its Chairman and Co-Chief Executive Officer from its formation in February 2004 through September 2006. Prior to Endeavour, Mr. Transier served as Executive Vice President and Chief Financial Officer of Ocean Energy, Inc. and its predecessor, Seagull Energy Corporation from May 1996 to April 2003. Before his tenure with Ocean, Mr. Transier served in various roles including partner in the audit department and head of the Global Energy practice of KPMG LLP from June 1986 to April 1996. Mr. Transier currently serves on the Board of Directors of Helix Energy Solutions Group, Tupperware Brands Corporation, Altera Infrastructure Holdings and Steward Health Care. We believe that Mr. Transier’s experience in the areas of audit/accounting and financial reporting combined with his extensive professional background advising or working for companies in financial distress qualifies him to serve on the Board.

The Board is divided into three classes of directors, with only one class of directors being elected in each year and each class serving a three-year term. The term of office of our Class I directors (Messrs. Archbold, Glendinning, Mehta and Swinburn) expires at our 2026 annual meeting of shareholders. The term of office of our Class II directors (Mmes. Lopez and Mangum) expires at our 2024 annual meeting of shareholders. The term of office of our Class III directors (Messrs. Davenport and Transier and Ms. Leever) expires at our 2025 annual meeting of shareholders. We do not expect to hold an annual meeting of shareholders in 2024.

The Plan provides that once effective, all directors of the Company will be discharged from the Board, ceasing to be directors, without any further action.

Executive Officers

The names, ages, positions, and a brief account of the business experience of the individuals who served as executive officers of the Company as of December 30, 2024 is set forth below:

Stewart Glendinning, age 59, is our Chief Executive Officer. His biography can be found above under “Board of Directors” above.

Mark Still, age 47, was appointed Senior Vice President and Chief Financial Officer effective as of April 21, 2024. Prior to that, Mr. Still was appointed Interim Chief Financial Officer and Treasurer in November 2023, in addition to his role as Senior Vice President, Brand Finance and Merchandise Planning & Allocation which he had held since January 2023. Prior to that, Mr. Still served in various finance roles at the Company with increasing levels of responsibility for more than 18 years.

Our executive officers are appointed by the Board and serve until their successors have been duly elected and qualified or their earlier resignation or removal. There are no family relationships among any of our directors or executive officers.

Code of Conduct

Our Code of Conduct sets forth the ethical standards, legal requirements, and other policies we expect our directors, officers, and associates to comply with at all times. The Company will provide to any person without charge a copy of the Code of Conduct, upon request by mail delivered to Express, Inc., 1 Express Drive, Columbus, OH 43230.

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ITEM 11. EXECUTIVE COMPENSATION.

~~The~~As ~~information~~a ~~required~~“smaller byreporting ~~this~~company” ~~item~~as ~~will~~defined ~~appear~~ in ~~our~~Regulation ~~Proxy~~S-K ~~Statement~~under ~~for~~the ~~our~~Securities ~~2023~~Act, ~~Annual~~we ~~Meeting~~have ofopted ~~Stockholders~~to ~~under~~provide compensation information pursuant to the ~~captions~~scaled ~~“Corporate~~disclosure ~~Governance—Board~~rules ~~Leadership~~applicable &to ~~Structure~~smaller reporting companies. Under these rules,” ~~“Executive~~we are required to provide only a Summary Compensation,” Table and ~~the~~table ~~information~~of ~~therein~~Outstanding isEquity ~~incorporated~~Awards ~~herein~~at byFiscal ~~reference~~Year-End, as well as specified narrative disclosures regarding executive compensation for the 2023 fiscal year.

For the 2023 fiscal year, our named executive officers (“NEOs”) and their positions were as follows:


Name			Position (as of February 3, 2024)
Stewart Glendinning			Chief Executive Officer
Mark Still1			Interim Chief Financial Officer and Treasurer
Sara Tervo2			Executive Vice President and Chief Marketing Officer
Timothy Baxter			Former Chief Executive Officer
Matthew Moellering			Former President and Chief Operating Officer
Malissa Akay3			Former Executive Vice President and Chief Merchandising Officer

1.Mr. Still was appointed Interim Chief Financial Officer and Treasurer, effective November 17, 2023, in addition to continuing to serve in his then-current role as Senior Vice President, Brand Finance and Planning & Allocation. On and effective as of April 21, 2024, prior to the commencement of the Chapter 11 Cases, the Company appointed Mr. Still as Senior Vice President and Chief Financial Officer.

2.Ms. Tervo’s employment with the Company ended July 12, 2024.

3.Ms. Akay’s employment with the Company ended July 14, 2023.

Fiscal Year 2023 Summary Compensation Table

The following table shows the compensation earned by our NEOs during the fiscal years ended February 3, 2024, January 28, 2023, and January 29, 2022 referred to as 2023, 2022, and 2021, respectively.


Name and Principal Position	Year	Salary ($)	Bonus ($)1	Stock Awards ($)2	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)3	Non-Qualified Deferred Compensation Earnings ($)4	All Other Compensation ($)5	Total ($)
Stewart Glendinning	2023	524,423	1,000,000	471,735	—	—	—	710	1,996,868
Chief Executive Officer6
Mark Still	2023	375,096	179,874	—	—	—	—	15,581	570,551
Senior Vice President, Interim Chief Financial Officer and Treasurer6
Sara Tervo	2023	642,115	279,560	—	—	—	—	19,925	941,600
Executive Vice President and Chief Marketing Officer	2022	622,500	162,893	382,783	—	548,380	—	13,783	1,730,339
	2021	600,000	271,226	350,000	—	900,000	—	13,129	2,134,355
Timothy Baxter	2023	851,538	1,677,359	—	—	—	—	544,689	3,073,586
Former Chief Executive Officer6	2022	1,262,500	977,358	2,296,693	—	3,154,200	—	26,835	7,717,586
	2021	1,000,000	927,358	2,100,002	—	2,600,000	—	324,370	6,951,730
Matthew Moellering	2023	228,846	872,019	—	—	—	—	15,996	1,116,861
Former President and Chief Operating Officer6	2022	843,750	465,409	1,093,664	—	1,482,800	—	13,461	3,899,084
	2021	825,000	503,325	999,999	—	1,485,000	—	13,318	3,826,642
Malissa Akay	2023	346,154	359,434	—	—	—	—	550,486	1,256,074
Former Executive Vice President and Chief Merchandising Officer6	2022	743,750	209,434	492,149	—	697,500	—	14,430	2,157,263
	2021	725,000	331,309	450,000	—	1,087,500	—	13,466	2,607,275

1.For 2023, reflects the cash payment that our NEOs (except for Mr. Glendinning) received on April 15, 2023 in relation to the time-based restricted cash awards granted to them on March 24, 2020, March 25, 2021, and March 24, 2022.

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Additionally, for Mr. Moellering, who retired from the Company effective as of May 5, 2023, reflects a pro rata cash payment in the amount of $73,277 in respect of unvested time-based restricted cash awards granted to him in 2020, 2021 and 2022 which accelerated in connection with this retirement.

Mr. Glendinning joined the Company in September 2023 and therefore did not receive any such awards. The amount shown for Mr. Glendinning reflects 50% of a $2,000,000 make-whole bonus paid to him on January 1, 2024.

For Mr. Still, the amount shown also reflects a cash retention bonus paid to him in the amount of $100,000.

2.Reflects the aggregate grant date fair value of awards granted in the applicable year. For 2023, the amount reflects the grant date fair value of 150,000 performance-based restricted stock units (“PSUs”) granted to Mr. Glendinning on October 15, 2023. The PSUs become eligible to vest (with a maximum payout of 200% of target) on January 30, 2027 based on the Company’s stock price performance over any 60 consecutive trading day period between October 15, 2023 and January 30, 2027, subject to Mr. Glendinning’s continued employment with the Company through the vesting date. In connection with the Plan, all outstanding equity interests in the Company will be cancelled as of its effective date; therefore, these PSUs will not vest and have no current value. During 2023, no other performance-based or time-based stock awards were granted to our NEOs.

3.No payouts were made to our NEOs under our annual incentive compensation program for 2023.

4.The Company does not sponsor any tax-qualified or non-qualified defined benefit retirement plans.

5.The amounts reported as All Other Compensation for each NEO during 2023 included the following:


Name	Executive Life Insurance ($)a	Executive Disability Insurance ($)b	Qualified Retirement Plan Company Match ($)c	Severance ($)d	Total ($)
Stewart Glendinning	350	360	—	—	710
Mark Still	314	647	14,620	—	15,581
Sara Tervo	529	865	18,531	—	19,925
Timothy Baxter	560	649	17,654	525,826	544,689
Matthew Moellering	238	288	15,469	—	15,995
Malissa Akay	315	433	16,085	533,654	550,487

a.Amounts represent the annual premiums paid by the Company for executive life insurance.

b.Amounts represent the annual premiums paid by the Company for executive disability insurance.

c.The Company matches 100% of 401(k) deferrals, up to 4% of eligible compensation not in excess of the IRS Qualified Plan Maximum Compensation Limit.

d.Reflects the aggregate base salary and annual incentive compensation continuation benefits that Mr. Baxter and Ms. Akay are entitled to receive pursuant to the terms of their respective employment/severance agreement with the Company. The amount for Mr. Baxter also reflects a payment for monthly medical and dental care premium under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), in the amount of $1,403.

6.Mr. Glendinning joined the Company as Chief Executive Officer effective September 15, 2023. Mr. Still was appointed Interim Chief Financial Officer and Treasurer effective November 17, 2023. Mr. Baxter resigned as our Chief Executive Officer effective September 14, 2023. Mr. Moellering retired effective May 5, 2023. Ms. Akay’s employment with the Company ended as of July 14, 2023.

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Outstanding Equity Awards at Fiscal Year-End

The table below sets forth certain information regarding the outstanding equity awards held by each of our NEOs as of February 3, 2024.


	Option Awards					Stock Awards
Name	Number of Securities Underlying Exercisable Options (#)	Number of Securities Underlying Unexercisable Options (#)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($/ Share)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plans: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)3
Stewart Glendinning	—	—	—	—	—	—	—	150,000 1	751,500
Mark Still	—	—	—	—	—	—	—	—	—
Sara Tervo	—	—	—	—	—	—	—	2,4112	12,077
	—	—	—	—	—	—	—	—	—
Timothy Baxter	—	—	—	—	—	—	—	—	—
Matthew Moellering	—	—	—	—	—	—

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