Express Inc 2023年度报告

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549Form 10-K OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT Commission file number: 001-34742EXP OldCo Winddown, Inc.(Exact name of registrant as specified in its charter) Delaware26-2828128(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) Registrant's telephone number, including area code: (614) 474-4001Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: 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 itscommon stock, $.01 par value per share, under Section 12(g) of the Act. As provided under Rule 12g-4(a)(1), the terminationof registration took effect on July 23, 2024, which was 90 days after the registrant’s required certification to the Securities andExchange 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 SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), 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 submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files). Yes☐No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smallerreporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) bythe 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 theregistrant 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-basedcompensation 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 29, 2023: $51,795,927.The number of outstanding shares of the registrant's common stock was 3,746,725 as of December 30, 2024.EXP OldCo Winddown, Inc.| 2023 FORM 10-K | 1 Table of Contents TABLE OF CONTENTS INTRODUCTORY NOTE2FORWARD-LOOKING STATEMENTS2 Part I Item 1.Business5Item 1A.Risk Factors9Item 1B.Unresolved Staff Comments9Item 1C.Cybersecurity9Item 2.Properties10Item 3.Legal Proceedings10Item 4.Mine Safety Disclosures10 Part II11 Item 5.Market for Registrant's Common Equity, Related Stockholder Mattersand Issuer Purchases of Equity Securities11Item 6.[Reserved]12Item 7.Management's Discussion and Analysis of Financial Condition andResults of Operations13Item 7A.Quantitative and Qualitative Disclosures About Market Risk28Item 8.Financial Statements and Supplementary Data29Consolidated Balance Sheets33Consolidated Statements of Income and Comprehensive Income34Consolidated Statements of Changes in Stockholders' Equity35Consolidated Statements of Cash Flows36Notes to Consolidated Financial Statements37Item 9.Changes In and Disagreements with Accountants on Accounting andFinancial Disclosure65Item 9A.Controls and Procedures66Item 9B.Other Information66Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections67 Part III Part IV Item 15.Exhibits, Financial Statement Schedules79Item 16.Form 10-K Summary83 SIGNATURES EXP OldCo Winddown, Inc.| 2023