as of 04-10-2026 3:44pm EST
Victoria's Secret & Co is a retailer of women's intimate and other apparel and beauty products marketed under the Victoria's Secret, PINK, and Adore Me brand names. It also includes the merchandise sourcing and production function serving the Company and its international partners. The Company operates as a single segment designed to serve customers seamlessly through stores and online channels. The Company also includes the merchandise sourcing and production function serving the Company and its international partners.
| Founded: | 1977 | Country: | United States |
| Employees: | N/A | City: | REYNOLDSBURG |
| Market Cap: | 3.4B | IPO Year: | 2021 |
| Target Price: | $54.55 | AVG Volume (30 days): | 2.3M |
| Analyst Decision: | Buy | Number of Analysts: | 12 |
| Dividend Yield: | N/A | Dividend Payout Frequency: | N/A |
| EPS: | 1.93 | EPS Growth: | -5.85 |
| 52 Week Low/High: | $15.34 - $66.89 | Next Earning Date: | 03-05-2026 |
| Revenue: | $6,553,000,000 | Revenue Growth: | 5.18% |
| Revenue Growth (this year): | 8.77% | Revenue Growth (next year): | 3.68% |
| P/E Ratio: | 26.70 | Index: | N/A |
| Free Cash Flow: | 312.0M | FCF Growth: | +26.32% |
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Director
Avg Cost/Share
$46.23
Shares
2,175
Total Value
$100,550.25
Owned After
63,097
SEC Form 4
Director
Avg Cost/Share
$45.86
Shares
4,842
Total Value
$222,054.12
Owned After
34,261
SEC Form 4
| Insider | Ticker | Relationship | Date | Transaction | Avg Cost | Shares | Total Value | Owned After | SEC Forms |
|---|---|---|---|---|---|---|---|---|---|
| JAMES DONNA | VSCO | Director | Apr 2, 2026 | Buy | $46.23 | 2,175 | $100,550.25 | 63,097 | |
| Sheehan Anne | VSCO | Director | Apr 2, 2026 | Buy | $45.86 | 4,842 | $222,054.12 | 34,261 |
SEC 8-K filings with transcript text
Mar 5, 2026 · 100% conf.
1D
-3.77%
$50.72
Act: -11.24%
5D
-9.71%
$47.59
20D
-11.73%
$46.53
vsco-202603050001856437false00018564372026-03-052026-03-050001856437us-gaap:CommonStockMember2026-03-052026-03-050001856437vsco:PreferredStockPurchaseRightsMember2026-03-052026-03-05
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 5, 2026
Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter)
Delaware (State or other jurisdiction of incorporation)
001-4051586-3167653 (Commission File Number)(I.R.S. Employer Identification No.)
4 Limited Parkway East Reynoldsburg,OH43068 (Address of principal executive offices)(Zip Code)
(614) 577-7000 (Registrant's telephone number, including area code)
Not Applicable (Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, Par Value $0.01VSCOThe New York Stock Exchange Preferred Stock Purchase RightsN/AThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition
and
Item 7.01 Regulation FD Disclosure. The following information is being furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and Item 7.01, “Regulation FD Disclosure”, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On March 5, 2026, Victoria’s Secret & Co. issued a press release setting forth its fourth quarter and full year 2025 results. In addition, the press release provides first quarter and full year 2026 earnings guidance. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No.Description 99.1 Press Release of Victoria’s Secret & Co., dated March 5, 2026.
104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:March 5, 2026By:/s/ Scott Sekella Scott Sekella Chief Financial and Operating Officer
Dec 5, 2025 · 100% conf.
1D
+8.61%
$53.30
Act: +4.42%
5D
+10.04%
$54.00
Act: +11.16%
20D
+3.55%
$50.81
vsco-202512050001856437false00018564372025-12-052025-12-050001856437us-gaap:CommonStockMember2025-12-052025-12-050001856437vsco:PreferredStockPurchaseRightsMember2025-12-052025-12-05
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 5, 2025
Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter)
Delaware (State or other jurisdiction of incorporation)
001-4051586-3167653 (Commission File Number)(I.R.S. Employer Identification No.)
4 Limited Parkway East Reynoldsburg,OH43068 (Address of principal executive offices)(Zip Code)
(614) 577-7000 (Registrant's telephone number, including area code)
Not Applicable (Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, Par Value $0.01VSCOThe New York Stock Exchange Preferred Stock Purchase RightsN/AThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition
and
Item 7.01 Regulation FD Disclosure. The following information is being furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and Item 7.01, “Regulation FD Disclosure”, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On December 5, 2025, Victoria’s Secret & Co. issued a press release setting forth its third quarter 2025 results and its fourth quarter 2025 and updated full year 2025 earnings guidance. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No.Description 99.1 Press Release of Victoria’s Secret & Co., dated December 5, 2025.
104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:December 5, 2025By:/s/ Scott Sekella Scott Sekella Chief Financial and Operating Officer
Aug 28, 2025
vsco-202508280001856437false00018564372025-08-282025-08-280001856437us-gaap:CommonStockMember2025-08-282025-08-280001856437vsco:PreferredStockPurchaseRightsMember2025-08-282025-08-28
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 28, 2025
Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter)
Delaware (State or other jurisdiction of incorporation)
001-4051586-3167653 (Commission File Number)(I.R.S. Employer Identification No.)
4 Limited Parkway East Reynoldsburg,OH43068 (Address of principal executive offices)(Zip Code)
(614) 577-7000 (Registrant's telephone number, including area code)
Not Applicable (Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, Par Value $0.01VSCOThe New York Stock Exchange Preferred Stock Purchase RightsN/AThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition
and
Item 7.01 Regulation FD Disclosure. The following information is being furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and Item 7.01, “Regulation FD Disclosure”, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On August 28, 2025, Victoria’s Secret & Co. issued a press release setting forth its second quarter 2025 results and its third quarter 2025 and updated full year 2025 earnings guidance. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No.Description 99.1 Press Release of Victoria’s Secret & Co., dated August 28, 2025.
104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:August 28, 2025By:/s/ Scott Sekella Scott Sekella Chief Financial and Operating Officer
Jun 11, 2025
vsco-202506110001856437false00018564372025-06-112025-06-110001856437us-gaap:CommonStockMember2025-06-112025-06-110001856437vsco:PreferredStockPurchaseRightsMember2025-06-112025-06-11
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 11, 2025
Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter)
Delaware (State or other jurisdiction of incorporation)
001-4051586-3167653 (Commission File Number)(I.R.S. Employer Identification No.)
4 Limited Parkway East Reynoldsburg,OH43068 (Address of principal executive offices)(Zip Code)
(614) 577-7000 (Registrant's telephone number, including area code)
Not Applicable (Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, Par Value $0.01VSCOThe New York Stock Exchange Preferred Stock Purchase RightsN/AThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition
and
Item 7.01 Regulation FD Disclosure. The following information is being furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and Item 7.01, “Regulation FD Disclosure”, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On June 11, 2025, Victoria's Secret & Co. issued a press release setting forth its first quarter 2025 results and its second quarter 2025 and full year 2025 earnings guidance. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
Item 9.01 Financial Statements and Exhibits. (d) Exhibits.
Exhibit No.Description 99.1 Press Release of Victoria’s Secret & Co., dated June 11, 2025.
104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:June 11, 2025By:/s/ Scott Sekella Scott Sekella Chief Financial Officer
Jun 3, 2025
vsco-202506030001856437false00018564372025-06-032025-06-030001856437us-gaap:CommonStockMember2025-06-032025-06-030001856437vsco:PreferredStockPurchaseRightsMember2025-06-032025-06-03
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 3, 2025
Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter)
Delaware (State or other jurisdiction of incorporation)
001-4051586-3167653 (Commission File Number)(I.R.S. Employer Identification No.)
4 Limited Parkway East Reynoldsburg,OH43068 (Address of principal executive offices)(Zip Code)
(614) 577-7000 (Registrant's telephone number, including area code)
Not Applicable (Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, Par Value $0.01VSCOThe New York Stock Exchange Preferred Stock Purchase RightsN/AThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 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”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01 Regulation FD Disclosure. A copy of the press release announcing the Company’s first quarter 2025 preliminary unaudited results and providing an update on a recent security incident involving the Company’s information technology systems is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits. (d) Exhibits.
Exhibit No.Description 99.1 Press Release of Victoria’s Secret & Co., dated June 3, 2025.
104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:June 3, 2025By:/s/ Scott Sekella Scott Sekella Chief Financial Officer
Mar 5, 2025
vsco-202503050001856437false00018564372025-03-052025-03-05
TO SECTION 13 OR 15(d) OF THE
Date of report (Date of earliest event reported): March 5, 2025
Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter)
Delaware (State or Other Jurisdiction of Incorporation)
001-4051586-3167653 (Commission File Number)(IRS Employer Identification No.)
4 Limited Parkway East Reynoldsburg,OH43068 (Address of Principal Executive Offices)(Zip Code)
(614) 577-7000 (Registrant's Telephone Number, Including Area Code)
Not Applicable (Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, $0.01 Par ValueVSCOThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
and
Item 7.01. Regulation FD Disclosure. The following information is being furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and Item 7.01, “Regulation FD Disclosure”, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On March 5, 2025, Victoria's Secret & Co. issued a press release setting forth its fourth quarter and full year 2024 results. In addition, the press release provides first quarter and full year 2025 earnings guidance. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
Item 9.01. Financial Statements and Exhibits. Exhibit 99.1 Press Release of Victoria’s Secret & Co., dated March 5, 2025. Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:March 5, 2025By:/s/ Scott Sekella Scott Sekella Chief Financial Officer
Dec 5, 2024
vsco-202412050001856437false00018564372024-12-052024-12-05
TO SECTION 13 OR 15(d) OF THE
Date of report (Date of earliest event reported): December 5, 2024
Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter)
Delaware (State or Other Jurisdiction of Incorporation)
001-4051586-3167653 (Commission File Number)(IRS Employer Identification No.)
4 Limited Parkway East Reynoldsburg,OH43068 (Address of Principal Executive Offices)(Zip Code)
(614) 577-7000 (Registrant's Telephone Number, Including Area Code)
Not Applicable (Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, $0.01 Par ValueVSCOThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
and
Item 7.01. Regulation FD Disclosure. The following information is being furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and Item 7.01, “Regulation FD Disclosure”, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On December 5, 2024, Victoria's Secret & Co. issued a press release setting forth its third quarter 2024 results and its fourth quarter 2024 and updated full year 2024 earnings guidance. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
Item 9.01. Financial Statements and Exhibits. Exhibit 99.1 Press Release of Victoria’s Secret & Co., dated December 5, 2024. Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:December 5, 2024By:/s/ Timothy Johnson Timothy Johnson Chief Financial and Administrative Officer
Aug 28, 2024
vsco-202408280001856437false00018564372024-08-282024-08-28
TO SECTION 13 OR 15(d) OF THE
Date of report (Date of earliest event reported): August 28, 2024
Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter)
Delaware (State or Other Jurisdiction of Incorporation)
001-4051586-3167653 (Commission File Number)(IRS Employer Identification No.)
4 Limited Parkway East Reynoldsburg,OH43068 (Address of Principal Executive Offices)(Zip Code)
(614) 577-7000 (Registrant's Telephone Number, Including Area Code)
Not Applicable (Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, $0.01 Par ValueVSCOThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
and
Item 7.01. Regulation FD Disclosure. The following information is being furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and Item 7.01, “Regulation FD Disclosure”, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On August 28, 2024, Victoria's Secret & Co. issued a press release setting forth its second quarter 2024 results and its third quarter 2024 and updated full year 2024 earnings guidance. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
Item 9.01. Financial Statements and Exhibits. Exhibit 99.1 Press Release of Victoria’s Secret & Co., dated August 28, 2024. Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:August 28, 2024By:/s/ Timothy Johnson Timothy Johnson Interim Chief Executive Officer and Chief Financial and Administrative Officer
Aug 14, 2024
vsco-202408120001856437false00018564372024-08-122024-08-12
TO SECTION 13 OR 15(d) OF THE
Date of report (Date of earliest event reported): August 14, 2024 (August 12, 2024)
Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter)
Delaware (State or Other Jurisdiction of Incorporation)
001-4051586-3167653 (Commission File Number)(IRS Employer Identification No.)
4 Limited Parkway East Reynoldsburg,OH43068 (Address of Principal Executive Offices)(Zip Code)
(614) 577-7000 (Registrant's Telephone Number, Including Area Code)
Not Applicable (Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, $0.01 Par ValueVSCOThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. 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”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Chief Executive Officer Succession On August 12, 2024, the Board of Directors of the Company (the “Board”) terminated Martin Waters as Chief Executive Officer (“CEO”) of the Company, effective as of August 13, 2024. In order to provide for a smooth transition of his responsibilities, Mr. Waters will remain employed by the Company in a non-executive capacity through August 31, 2024. The Company and the Board thank Mr. Waters for his many contributions to the Company. Effective as of August 12, 2024, Mr. Waters resigned from the Board. Mr. Waters’ resignation was not the result of any dispute or disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices. Mr. Waters’ termination constitutes a termination by the Company without Cause under the Executive Employment Agreement, dated May 22, 2021, between Mr. Waters and the Company. In connection with his termination, Mr. Waters will be entitled to receive the severance benefits provided under his employment agreement, subject to his execution of a full release of claims, pursuant to which he will affirm his agreement to certain restrictive covenants related to confidentiality, non-solicitation and non-competition. On August 12, 2024, the Board appointed Hillary Super as CEO, effective as of September 9, 2024, to succeed Mr. Waters. Subject to the commencement of her employment as CEO, Ms. Super was also appointed as a member of the Board, effective as of September 9, 2024, to serve until the Company’s 2025 annual meeting of stockholders and until her successor is duly elected and qualified or until her earlier resignation or removal. Ms. Super, age 52, brings nearly three decades of retail merchant experience and leadership experience with omnichannel brands spanning intimates, apparel, accessories, beauty and home. Ms. Super most recently served as CEO of intimates and accessories brand Savage X Fenty, a role she held from June 2023 to August 2024. Previously, she was Global CEO of Anthropologie Group, an Urban Outfitters Company and global lifestyle
Jun 5, 2024
vsco-202406050001856437false00018564372024-06-052024-06-05
TO SECTION 13 OR 15(d) OF THE
Date of report (Date of earliest event reported): June 5, 2024
Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter)
Delaware (State or Other Jurisdiction of Incorporation)
001-4051586-3167653 (Commission File Number)(IRS Employer Identification No.)
4 Limited Parkway East Reynoldsburg,OH43068 (Address of Principal Executive Offices)(Zip Code)
(614) 577-7000 (Registrant's Telephone Number, Including Area Code)
Not Applicable (Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, $0.01 Par ValueVSCOThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
and
Item 7.01. Regulation FD Disclosure. The following information is being furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and Item 7.01, “Regulation FD Disclosure”, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On June 5, 2024, Victoria's Secret & Co. (the “Company”) issued a press release setting forth its first quarter 2024 results and its second quarter 2024 and full year 2024 earnings guidance. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
Item 8.01. Other Events. On June 5, 2024, the Company reported that leading independent proxy advisory firms recommend that shareholders vote “FOR” the election of the Company’s director nominees, “FOR” the compensation of the Company’s named executive officers, and “FOR” the amendment of the Company’s stock plan to increase the number of shares available for issuance under the plan at the annual meeting of shareholders scheduled for June 13, 2024.
Item 9.01. Financial Statements and Exhibits. Exhibit 99.1 Press Release of Victoria’s Secret & Co., dated June 5, 2024. Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:June 5, 2024By:/s/ Timothy Johnson Timothy Johnson Chief Financial and Administrative Officer
May 10, 2024
vsco-202405090001856437false00018564372024-05-092024-05-09
TO SECTION 13 OR 15(d) OF THE
Date of report (Date of earliest event reported): May 10, 2024 (May 9, 2024)
Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter)
Delaware (State or Other Jurisdiction of Incorporation)
001-4051586-3167653 (Commission File Number)(IRS Employer Identification No.)
4 Limited Parkway East Reynoldsburg,OH43068 (Address of Principal Executive Offices)(Zip Code)
(614) 577-7000 (Registrant's Telephone Number, Including Area Code)
Not Applicable (Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, $0.01 Par ValueVSCOThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
and
Item 7.01. Regulation FD Disclosure. The following information is being furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and Item 7.01, “Regulation FD Disclosure,” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On May 9, 2024, Victoria's Secret & Co. issued a press release providing its first quarter 2024 preliminary results and reaffirming its fiscal year 2024 sales and earnings guidance it provided on March 6, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
Item 9.01. Financial Statements and Exhibits. Exhibit 99.1 Press Release of Victoria’s Secret & Co., dated May 9, 2024. Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:May 10, 2024By:/s/ Timothy Johnson Timothy Johnson Chief Financial and Administrative Officer
Mar 6, 2024
vsco-202403060001856437false00018564372024-03-062024-03-06
TO SECTION 13 OR 15(d) OF THE
Date of report (Date of earliest event reported): March 6, 2024
Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter)
Delaware (State or Other Jurisdiction of Incorporation)
001-4051586-3167653 (Commission File Number)(IRS Employer Identification No.)
4 Limited Parkway East Reynoldsburg,OH43068 (Address of Principal Executive Offices)(Zip Code)
(614) 577-7000 (Registrant's Telephone Number, Including Area Code)
Not Applicable (Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, $0.01 Par ValueVSCOThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
and
Item 7.01. Regulation FD Disclosure. The following information is being furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and Item 7.01, “Regulation FD Disclosure”, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On March 6, 2024, Victoria's Secret & Co. (the “Company”) issued a press release setting forth its fourth quarter and full year 2023 results. In addition, the press release provides first quarter and full year 2024 earnings guidance. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
Item 8.01. 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.
Item 9.01. Financial Statements and Exhibits. Exhibit 99.1 Press Release of Victoria’s Secret & Co., dated March 6, 2024. Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:March 6, 2024By:/s/ Timothy Johnson Timothy Johnson Chief Financial and Administrative Officer
Nov 29, 2023
vsco-202311290001856437false00018564372023-11-292023-11-29
TO SECTION 13 OR 15(d) OF THE
Date of report (Date of earliest event reported): November 29, 2023
Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter)
Delaware (State or Other Jurisdiction of Incorporation)
001-4051586-3167653 (Commission File Number)(IRS Employer Identification No.)
4 Limited Parkway East Reynoldsburg,OH43068 (Address of Principal Executive Offices)(Zip Code)
(614) 577-7000 (Registrant's Telephone Number, Including Area Code)
Not Applicable (Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, $0.01 Par ValueVSCOThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
and
Item 7.01. Regulation FD Disclosure. The following information is being furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and Item 7.01, “Regulation FD Disclosure”, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On November 29, 2023, Victoria's Secret & Co. issued a press release setting forth its third quarter 2023 results and its fourth quarter 2023 and full year 2023 earnings guidance. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
Item 9.01. Financial Statements and Exhibits. Exhibit 99.1 Press Release of Victoria’s Secret & Co., dated November 29, 2023. Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:November 29, 2023By:/s/ Timothy Johnson Timothy Johnson Chief Financial and Administrative Officer
Aug 30, 2023
vsco-202308290001856437false00018564372023-08-292023-08-29
TO SECTION 13 OR 15(d) OF THE
Date of report (Date of earliest event reported): August 30, 2023 (August 29, 2023)
Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter)
Delaware (State or Other Jurisdiction of Incorporation)
001-4051586-3167653 (Commission File Number)(IRS Employer Identification No.)
4 Limited Parkway East Reynoldsburg,OH43068 (Address of Principal Executive Offices)(Zip Code)
(614) 577-7000 (Registrant's Telephone Number, Including Area Code)
Not Applicable (Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, $0.01 Par ValueVSCOThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
The following information 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”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On August 30, 2023, Victoria's Secret & Co. (the “Company”) issued a press release setting forth its second quarter 2023 results and its third quarter 2023 and full year 2023 earnings guidance. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 29, 2023, the Board of Directors (the “Board”) of Victoria’s Secret & Co. increased the size of the Board from eight to nine directors and appointed Rod R. Little to fill the resulting vacancy, effective immediately, to hold office until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal. The Board has determined that Mr. Little is independent based on the New York Stock Exchange listing standards. Mr. Little will also serve as a member of the Human Capital and Compensation Committee. Mr. Little’s compensation will be consistent with that provided to all non-employee directors in accordance with the Company’s compensation plan for non-employee directors described in the Company’s Annual Proxy Statement filed with the Securities and Exchange Commission on April 14, 2023. The Company’s Nominating and Corporate Governance Committee had recommended and nominated Mr. Little as a director candidate. There is no arrangement or understanding pursuant to which Mr. Little was appointed to the Board, and Mr. Little has no direct or indirect material interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Little will also enter into the Company’s standard form of indemnification agreement, the form of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 10, 2021.
Item 7.01. Regulation FD Disclosure. The information set forth in Item 2.02 of this Current Report on Form 8-K is hereby incorporated by reference. A copy of the press release announcing Mr. Little’s appointment to the Board is furnished hereto as Exhibit 99.2 and is hereby incorporated by reference.
Item 9.01. Financial Statements and Exhibits. Exhibit 99.1 Press Release of Victoria’s Secret & Co., dated August 30, 2023. Exhibit 99.2 Press Release of Victoria’s Secret & Co. for Board Appointment, dated August 29, 2023. Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL docum
May 31, 2023
vsco-202305250001856437false00018564372023-05-252023-05-25
TO SECTION 13 OR 15(d) OF THE
Date of report (Date of earliest event reported): May 31, 2023 (May 25, 2023)
Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter)
Delaware (State or Other Jurisdiction of Incorporation)
001-4051586-3167653 (Commission File Number)(IRS Employer Identification No.)
4 Limited Parkway East Reynoldsburg,OH43068 (Address of Principal Executive Offices)(Zip Code)
(614) 577-7000 (Registrant's Telephone Number, Including Area Code)
Not Applicable (Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, $0.01 Par ValueVSCOThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
and
Item 7.01. Regulation FD Disclosure. The following information is being furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and Item 7.01, “Regulation FD Disclosure”, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On May 31, 2023, Victoria's Secret & Co. (the “Company”) issued a press release setting forth its first quarter 2023 results and its second quarter 2023 and updated full year 2023 earnings guidance. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders. On May 25, 2023, the Company held its 2023 annual meeting of stockholders (the “Annual Meeting”) by means of remote communication. At the Annual Meeting, the Company’s stockholders (i) elected eight directors to serve until the 2024 annual meeting of stockholders, (ii) approved, on an advisory basis, the compensation of the Company’s named executive officers, and (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting form for fiscal year 2023. The final voting results with respect to each of the three proposals are set forth below. Proposal 1. To elect eight directors to serve until the 2024 annual meeting of stockholders.
Nominee For Against Abstain Broker Non-Votes
Irene Chang Britt 51,410,9978,108,361161,92111,120,785 Sarah Davis 59,021,163499,323160,79311,120,785 Jacqueline Hernández 51,290,2728,229,220161,78711,120,785 Donna James 58,492,6701,027,795160,81411,120,785 Mariam Naficy 51,349,2688,169,821162,19011,120,785 Lauren Peters 59,117,220403,298160,76111,120,785 Anne Sheehan 58,338,5131,181,540161,22611,120,785 Martin Waters 59,195,235350,940135,10411,120,785
Proposal 2. To approve, on an advisory basis, the compensation of the Company’s named executive officers.
For Against Abstain Broker Non-Votes
50,419,9469,177,12384,21011,120,785
Proposal 3. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2023.
For Against Abstain Broker Non-Votes
70,638,887111,81851,359—
Item 9.01. Financial Statements and Exhibits. Exhibit 99.1 Press Release of Victoria's Secret & Co., dated May 31, 2023. Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:May 31, 2023By:/s/ Timothy Joh
Mar 2, 2023
vsco-202303020001856437false00018564372023-03-022023-03-02
TO SECTION 13 OR 15(d) OF THE
Date of report (Date of earliest event reported): March 2, 2023
Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter)
Delaware (State or Other Jurisdiction of Incorporation)
001-4051586-3167653 (Commission File Number)(IRS Employer Identification No.)
4 Limited Parkway East Reynoldsburg,OH43068 (Address of Principal Executive Offices)(Zip Code)
(614) 577-7000 (Registrant's Telephone Number, Including Area Code)
Not Applicable (Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, $0.01 Par ValueVSCOThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
and
Item 7.01. Regulation FD Disclosure. The following information is being furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and Item 7.01, “Regulation FD Disclosure”, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On March 2, 2023, Victoria's Secret & Co. issued a press release setting forth its fourth quarter and full year 2022 results. In addition, the press release provides first quarter and full year 2023 earnings guidance. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
Item 9.01. Financial Statements and Exhibits. Exhibit 99.1 Press Release of Victoria's Secret & Co., dated March 2, 2023. Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:March 2, 2023By:/s/ Timothy Johnson Timothy Johnson Chief Financial and Administrative Officer
Nov 30, 2022
vsco-202211300001856437false00018564372022-11-302022-11-30
TO SECTION 13 OR 15(d) OF THE
Date of report (Date of earliest event reported): November 30, 2022
Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter)
Delaware (State or Other Jurisdiction of Incorporation)
001-4051586-3167653 (Commission File Number)(IRS Employer Identification No.)
4 Limited Parkway East Reynoldsburg,OH43068 (Address of Principal Executive Offices)(Zip Code)
(614) 577-7000 (Registrant's Telephone Number, Including Area Code)
Not Applicable (Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, $0.01 Par ValueVSCOThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
and
Item 7.01. Regulation FD Disclosure. The following information is being furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and Item 7.01, “Regulation FD Disclosure”, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On November 30, 2022, Victoria's Secret & Co. issued a press release setting forth its third quarter 2022 results and its fourth quarter 2022 and full year 2022 earnings guidance. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
Item 9.01. Financial Statements and Exhibits. Exhibit 99.1 Press Release of Victoria's Secret & Co., dated November 30, 2022. Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:November 30, 2022By:/s/ Timothy Johnson Timothy Johnson Chief Financial and Administrative Officer
Aug 24, 2022
vsco-202208240001856437false00018564372022-08-242022-08-24
TO SECTION 13 OR 15(d) OF THE
Date of report (Date of earliest event reported): August 24, 2022
Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter)
Delaware (State or Other Jurisdiction of Incorporation)
001-4051586-3167653 (Commission File Number)(IRS Employer Identification No.)
4 Limited Parkway East Reynoldsburg,OH43068 (Address of Principal Executive Offices)(Zip Code)
(614) 577-7000 (Registrant's Telephone Number, Including Area Code)
Not Applicable (Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, $0.01 Par ValueVSCOThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
and
Item 7.01. Regulation FD Disclosure. The following information is being furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and Item 7.01, “Regulation FD Disclosure”, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On August 24, 2022, Victoria's Secret & Co. issued a press release setting forth its second quarter 2022 results and its third quarter 2022 and updated full year 2022 earnings guidance. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
Item 9.01. Financial Statements and Exhibits. Exhibit 99.1 Press Release of Victoria's Secret & Co., dated August 24, 2022. Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:August 24, 2022By:/s/ Timothy Johnson Timothy Johnson Chief Financial and Administrative Officer
May 31, 2022
vsco-202205270001856437false00018564372022-05-272022-05-27
TO SECTION 13 OR 15(d) OF THE
Date of report (Date of earliest event reported): May 31, 2022 (May 27, 2022)
Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter)
Delaware (State or Other Jurisdiction of Incorporation)
001-4051586-3167653 (Commission File Number)(IRS Employer Identification No.)
4 Limited Parkway East Reynoldsburg,OH43068 (Address of Principal Executive Offices)(Zip Code)
(614) 577-7000 (Registrant's Telephone Number, Including Area Code)
Not Applicable (Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, $0.01 Par ValueVSCOThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
and
Item 7.01. Regulation FD Disclosure. The following information is being furnished pursuant to Item 2.02, "Results of Operations and Financial Condition" and Item 7.01, “Regulation FD Disclosure”, and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On May 31, 2022, Victoria's Secret & Co. (the "Company") issued a press release setting forth its first quarter 2022 results and its second quarter 2022 earnings guidance. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders. On May 27, 2022, the Company held its 2022 annual meeting of stockholders (the “Annual Meeting”) by means of remote communication. At the Annual Meeting, the Company’s stockholders (i) elected eight directors to serve until the 2023 annual meeting of stockholders, (ii) approved, on an advisory basis, the compensation of the Company’s named executive officers, (iii) selected, on an advisory basis, an annual frequency for future advisory votes on the compensation of the Company’s named executive officers, and (iv) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting form for fiscal year 2022. The final voting results with respect to each of the four proposals are set forth below. Proposal 1. To elect eight directors to serve until the 2023 annual meeting of stockholders.
Nominee For Against Abstain Broker Non-Votes
Irene Chang Britt 71,265,358 232,248 60,019 4,002,116
Sarah Davis 70,817,512 680,141 59,972 4,002,116
Jacqueline Hernández 70,800,310 697,045 60,270 4,002,116
Donna James 70,720,515 789,499 47,611 4,002,116
Mariam Naficy 71,452,047 56,550 49,028 4,002,116
Lauren Peters 71,400,931 94,318 62,376 4,002,116
Anne Sheehan 68,263,846 862,591 2,431,188 4,002,116
Martin Waters 71,395,670 112,062 49,893 4,002,116
Proposal 2. To approve, on an advisory basis, the compensation of the Company’s named executive officers.
For Against Abstain Broker Non-Votes
70,854,622 626,224 76,779 4,002,116
Proposal 3. To select, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers.
1 Year 2 Years 3 Years Abstain Broker Non-Votes
71,055,117 24,769 415,019 62,721 4,002,116
Proposal 4. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2022.
For Against Abstain Broker Non-Votes
75,475,689 56,631 27,421 —
In light of the voting results for Proposal 3 as disclosed above, the Company will include an advisory vo
Mar 2, 2022
vsco-202203020001856437false00018564372022-03-022022-03-02
TO SECTION 13 OR 15(d) OF THE
Date of report (Date of earliest event reported): March 2, 2022
Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter)
Delaware (State or Other Jurisdiction of Incorporation)
001-4051586-3167653 (Commission File Number)(IRS Employer Identification No.)
4 Limited Parkway East Reynoldsburg,OH43068 (Address of Principal Executive Offices)(Zip Code)
(614) 577-7000 (Registrant's Telephone Number, Including Area Code)
Not Applicable (Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, $0.01 Par ValueVSCOThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
and
Item 7.01. Regulation FD Disclosure. The following information is being furnished pursuant to Item 2.02, "Results of Operations and Financial Condition" and Item 7.01, “Regulation FD Disclosure”, and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On March 2, 2022, Victoria's Secret & Co. (the "Company") issued a press release setting forth its fourth quarter and full year 2021 results. In addition, the press release provides first quarter and full year 2022 earnings guidance. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
Item 8.01. Other Events. On March 2, 2022, the Company announced the completion of its $250 million accelerated share repurchase program with Goldman Sachs & Co. LLC. In addition, the Company announced that its Board of Directors approved a new share repurchase program providing for the repurchase of up to $250 million of the Company's common stock.
Item 9.01. Financial Statements and Exhibits. Exhibit 99.1 Press Release of Victoria's Secret & Co., dated March 2, 2022. Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:March 2, 2022By:/s/ Timothy Johnson Timothy Johnson Executive Vice President and Chief Financial Officer
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