Results of Operations and Financial Condition and

Director — Mariam Naficy: Ms. Naficy decided not to stand for re-election due to her professional commitments and the proxy contest.

Results of Operations and Financial Condition and

Results of Operations and Financial Condition and

Results of Operations and Financial Condition and

Chief Operating Officer — Dein Boyle: The COO role was eliminated as part of a strategic restructuring, and the CFO was promoted to assume the operating duties, indicating an orderly succession rather than a sudden loss of a sitting executive.

Results of Operations and Financial Condition and

Results of Operations and Financial Condition. On June 3, 2025, Victoria’s Secret & Co. (the “Company”) issued a press release announcing its first quarter 2025 preliminary unaudited results. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference. The information contained in Exhibit 99.1 hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), o…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant. The information set forth under

Entry into a Material Definitive Agreement. On May 21, 2025, Victoria’s Secret & Co. (the “Company”) entered into that certain Amendment No. 2 (the “Amendment”) by and among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (collectively the “Agent”) and the lenders party thereto, which amends that certain Revolving Credit Agreement dated as of August 2, 2021 by and among the Company, the Agent and the lenders party thereto (as amended, the “Credit Agreement…

Entry into a Material Definitive Agreement. On May 19, 2025, the Board of Directors (the “Board”) of Victoria’s Secret & Co. (the “Company”) declared a dividend of one preferred share purchase right (a “Right”), payable on May 29, 2025, for each share of common stock, par value $0.01 per share, of the Company (the “Common Shares”) outstanding on May 29, 2025 (the “Record Date”) to the stockholders of record on that date. In connection with the distribution of the Rights, the Company entered i…

Material Modifications to Rights of Security Holders. The information set forth under Items 1.01 and 5.03 of this Current Report on Form 8-K is incorporated into this

Results of Operations and Financial Condition and

CFO — Timothy Johnson: The CFO retired with a named external successor (Scott Sekella) appointed simultaneously, representing an orderly succession rather than a sudden loss of leadership.

Results of Operations and Financial Condition and

Brand President — Greg Unis: The company eliminated two senior executive roles (Brand President and Chief Customer Officer) and terminated the incumbents without cause, representing a significant restructuring of the leadership team.

Results of Operations and Financial Condition and

CEO — Martin Waters: The CEO was terminated without cause but an immediate interim and permanent successor were appointed, indicating an orderly succession rather than a sudden loss of leadership.

Results of Operations and Financial Condition. On August 14, 2024, Victoria’s Secret & Co. (the “Company”) issued a press release announcing its second quarter 2024 preliminary unaudited results. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference. The information contained in Exhibit 99.1 hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”…

The filing discloses the approval of an amendment to a stock incentive plan, which is a compensatory arrangement rather than a change in management personnel.

Results of Operations and Financial Condition and

Results of Operations and Financial Condition and

Other Events. On March 6, 2024, the Company announced that its Board of Directors approved a new share repurchase program (“March 2024 Share Repurchase Program”) authorizing the repurchase of up to $250 million of the Company's common stock. The March 2024 Share Repurchase Program is eligible to begin immediately and will continue until exhausted.

Results of Operations and Financial Condition and