Page 1

Table of Contents ( Mark One ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 30 , 2021 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 Form 10 - K Title of each class Common Stock , $ .01 par value Preferred Stock Purchase Rights Delaware ( State or other jurisdiction of incorporation or organization ) 1 Express Drive Columbus , Ohio ( Address of principal executive offices ) to Commission file number : 001-34742 EXPRESS , INC . ( Exact name of registrant as specified in its charter ) Large accelerated filer Non - accelerated filer 0 Registrant's telephone number , including area code : ( 614 ) 474-4001 Securities registered pursuant to Section 12 ( b ) of the Act : Trading Symbol ( s ) EXPR EXPR 26-2828128 ( I.R.S. Employer Identification No. ) 43230 ( Zip Code ) Securities registered pursuant to Section 12 ( g ) of the Act : None Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes 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 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 Name of each exchange on which registered The New York Stock Exchange The New York Stock Exchange 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 . EXPRESS , INC . | 2020 Form 10 - K | 1 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 . 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 August 1 , 2020 : $ 64,336,249 . The number of outstanding shares of the registrant's common stock was 64,973,977 as of February 27 , 2021 . DOCUMENT INCORPORATED BY REFERENCE : Certain portions of the registrant's definitive Proxy Statement for its 2021 Annual Meeting of Stockholders , which is expected to be filed with the Commission within 120 days after the end of the registrant's 2020 fiscal year ( " Proxy Statement for our 2021 Annual Meeting of Stockholders " ) , to be held on June 9 , 2021 , are incorporated by reference into Part III of this Annual Report on Form 10 - K .