Victorias Secret Co

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Letter from Our

CHIEF EXECUTIVE OFFICER AND CHAIR OF OUR BOARD

To our valued stockholders,

On behalf of our Board of Directors and management team, we are pleased to share the Victoria’s Secret and Co. (“VS&Co”) proxy statement and annual report.

2023 was a year of continued transformation as we took key steps toward our long-term goal of becoming theworld’s leading retailer of intimate apparel. Against a backdrop of continued macroeconomic pressures weighing on consumers and a down trending U.S. intimates market, we remained focused on what was in our control: driving our strategyto Accelerate the Core, Ignite Growthand Transform the Foundationof our business.

As we shared at our Investor Day in October 2023, our work toignite growth and transform the foundation is tracking ahead of our plans thanks to continued significant growth in our international business, the modernization of our operating model, which is driving cost savings, and the acquisition of Adore Me, which is presenting synergy opportunities.

At the same time, we acknowledge that our focus onaccelerating our core by strengthening our business in North America has been our most challenged work over the past year.

Accelerating the Core

With a renewed concentration on being “Best at Bras,” we made progress in delivering innovation and newness and worked to rebuild the PINK apparel business in 2023. Transparently, however, we lacked a sufficiently differentiated merchandise assortment and we failed to deliver on our expectations for performance in our North America business.

In 2023 we debuted the new Icon collection by Victoria’s Secret and introduced the Featherweight Max sports bra featuring a revolutionary super light shape designed for the gym and every day. Meanwhile, PINK introduced the Base collection, an entirely new product line and the ultimate comfortable layering wardrobe.

Beauty continued to be a top performing category in 2023 thanks to ongoing strength of award-winning fragrances like Bombshell as well as the introduction of new customer favorites like Bare Rose, a perfect complement to intimates.

Beyond product, we focused on driving brand heat with cultural amplifying campaigns including Icons, which featured anall-star cast of talent including the return of Gisele Bündchen, Naomi Campbell, Adriana Lima and Candice Swanepoel, and our powerful holiday campaign featuring Mariah Carey, the queen of Christmas.

We remained unwavering in our commitment to knowing our customer better and elevating her shopping experience in our stores and online, including the introduction of our multi-tender loyalty program, the nucleus of our customer relationship ecosystem. With more than 26 million members and growing, we are leveraging a significant increase in shopping data to enhance the customer experience.

We continue to invest in technology to modernize our operations and improve our customer experiences with initiatives that include expanding personalization capabilities and improving digital navigation. We are modernizing our footprint through the inviting, intuitive layout of our Store of the Future program and meeting customers where they are through expanded channels of distribution.

Going forward, we are focused on optimizing our product to not only win the intimates category but also serve the broader style needs of women. This includes reinvigorating our core products across bras, panties and beauty, while reinforcing our position as a lifestyle brand, offering outfitting through select core-adjacent categories and creating a halo to core intimates that drives trips to stores and builds brand love. At the same time, we will continue investing in the customer experience to make her experience easier, faster, and more

engaging both in store and digitally. We will leverage our extensive customer insights and data to create a world-class omni-channel experience.

We will also continue to enhance ourgo-to-market strategy and customer experience to create brand heat, amplify cultural connections and solidify relevance by aligning our evolved product flow to explosive, inclusive entertainment marketing and creating exciting tentpole moments—like the continued evolution of the Fashion Show.

Igniting Growth

A key driver of growth is our international business—it’s healthy, it’s growing and it’s profitable. We have momentum across stores and digital led by our China business, which had impressive, profitable growth in 2023. We plan to build on this momentum, and will look to expand our stores and digital footprint with our partners in existing markets and with entry into new markets around the world.

With Adore Me in the family for a little over a year now, we are leveraging the brand’s expertise and technology to continue to improve the Victoria’s Secret and PINK customer shopping experience and accelerate the modernization of VS&Co’s digital platform. The foundation of that work was established in 2023 and in early 2024 we are piloting Try-on at Home, offering a new buying experience for the Victoria’s Secret and PINK customer.

We continue to be pleased with our partnership and results from selling beauty and intimates products on Amazon and are optimistic about what’s to come. We’re also exploring whitespace opportunities through new and unique partnerships with complementary brands and welcoming them into the Victoria’s Secret ecosystem via our curated marketplace to broaden our reach and customer appeal.

Transforming the Foundation

We continued to evolve our organization structure and leadership composition to drive better alignment to and enable more effective execution of our strategy. In addition, our initiatives to transform the foundation of our company by modernizing the operating model are paying off.

We are leveraging technology to continue to improve the Victoria’s Secret and PINK customer shopping experience and accelerate the modernization of VS&Co’s digital platform. In our supply chain we are driving efficiency, improving product quality, and increasing agility and speed

to market, all while cutting costs. We continue to efficiently and effectively manage the separation from our former parent company and in summer 2024 the full technology split will be complete. This will create even more capacity for driving technology investments and innovations to improve the customer experience and enhance our AI capabilities. We remain committed to our total $250 million goal that we discussed at our Investor Day in October 2022. We realized approximately $90 million of these savings in 2023, and expect to realize approximately $120 million of savings in 2024.

Celebrating and Supporting Women in All We Do

At the heart of all of our work are our associates and customers, the majority of whom are women. We share a collective responsibility among our majority women-led Board and entire associate base to make sure that we are consistently driving positive change for women and ensuring we use our platform to honor the diversity of their experiences. That commitment was reinforced this year through every action we took, including the launch of our first-ever adaptive products in our best-selling Body by Victoria and Wear Everywhere collections, availability of inclusive size ranges to meet her needs, and continuing to invest in women-owned and -led brands.

In 2023 we continued our work to foster a happy, healthy and inclusive associate culture and we are creating an environment where our approximately 30,000 associates have opportunities to shape our direction. We are very proud that we maintained 100% pay equity certification for all genders, races and ethnicities, and the intersection of these identities, for the second year in a row.

We strengthened our commitment to accelerate innovation in cancer research for women, by women with another two-year investment in the Victoria’s Secret Global Fund for Women’s Cancers. We also established afirst-of-its-kind initiative to purchase cotton directly from four Alabama family farms—one Black-owned and three women-owned. These direct-to-farm relationships are a win-win, creating greater diversification within our supply chain and enabling improved traceability for VS&Co while ensuring more money goes straight to the farmers who can then invest more in their businesses.

Where We Are and What’s Ahead

Like many retail brands, we are acutely attuned to the macroeconomic challenges facing the industry, the

inflationary pressures facing our customers and the competitive dynamics in retail amid a challenging market.

We have consistently said that we’re on a journey, and our brand revolution and our strategy will not return their full potential overnight. In 2024, our priority is strengthening our North American business by growing market share in our key categories of bras, intimates and beauty while expanding in key adjacent categories and attracting a broader, more loyal customer base with more compelling storytelling in stores and on our digital platforms. We will continue to drive growth globally through our international partners, while adding new brands to our portfolio, organically or through investments, with a focus on categories and customer groups where we are

underrepresented to enhance our brand position; and all while operating a modern, high performing, agile, empowered, and enabled organization to deliver efficiencies and to invest in our people and culture.

Under our committed management team and Board of Directors, we are united behind our strategies to deliver the potential of our category-defining brands with the support of our dedicated associates. We remain confident and are focused on meeting our long-term financial targets and returning value to our stockholders, guided by our three strategic priorities: Accelerate the Core, Ignite Growth and Transform the Foundation.

Thank you for your continued commitment to Victoria’s Secret & Co.

Sincerely,

May 3, 2024

Victoria’s Secret & Co.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To our stockholders:

Notice is hereby given that the 2024 Annual Meeting of Stockholders of Victoria’s Secret & Co. (“VS&Co”) will be held virtually via live audio webcast on Thursday, June 13, 2024, at 8:30 a.m. Eastern Time. Stockholders may participate in, vote, and submit questions during the 2024 Annual Meeting online atwww.proxydocs.com/VSCO. At the meeting, stockholders will be asked to vote on the following proposals:

Each of these proposals is described more fully in the accompanying Proxy Statement. Only holders of record of VS&Co common stock at the close of business on April 15, 2024 are entitled to notice of, and to vote at, the 2024 Annual Meeting and any adjournments or postponements thereof.

Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be held on June 13, 2024

We will be utilizing Securities and Exchange Commission (“SEC”) rules that allow us to make the Proxy Statement, our Annual Report, and other proxy materials available on the Internet as the primary means of furnishing the proxy materials to stockholders. Rather than mailing stockholders a paper copy of our proxy materials, on or about May 3, 2024, we will mail to stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to gain online access, free of charge, to our proxy materials. This notice will also include information on how to request a printed or emailed set of proxy materials. The Proxy Statement, our Annual Report on Form 10-K for the fiscal year ended February 3, 2024, and the Notice of Annual Meeting of Stockholders are available atwww.proxydocs.com/VSCO.

How to Vote Your Shares

Your vote is important. Please read the accompanying Proxy Statement and vote right away using any of the following methods:

Vote by Telephone at 1-866-977-5067

Vote by Mail by signing and returning your proxy card (if you received a Notice of Internet Availability of Proxy Materials, you will first need to request a printed set of proxy materials to vote using this method)

Attending the Meeting

In an effort to encourage all of our stockholders to attend the 2024 Annual Meeting virtually from any location convenient to them, as well as reduce the expense and environmental impact of traveling to anin-person meeting, the 2024 Annual Meeting will be conducted exclusively online via live audio webcast. Stockholders will not be able to attend the 2024 Annual Meeting in person.

To participate in the 2024 Annual Meeting, please visitwww.proxydocs.com/VSCO. In order to attend, you must register in advance atwww.proxydocs.com/VSCO using the 12 digit control number found on your Notice of Internet Availability of Proxy Materials or your proxy or voting instruction card. Upon completing your registration, you will receive further instructions via email, including information about your unique link that will allow you access to the meeting and to vote and submit questions during the meeting.

Stockholders will be able to listen, vote, examine our stockholder list, and submit questions during the virtual meeting. Whether or not you plan to attend the 2024 Annual Meeting, please vote your shares as soon as possible to ensure they are represented at the meeting.

By Order of the Board of Directors,

Donna James

Chair of the Board

May 3, 2024

Safe Harbor Statement

UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

We caution that any forward-looking statements (as such term is defined in the U.S. Private Securities Litigation Reform Act of 1995) contained in this Proxy Statement or made by us, our management, or our spokespeople involve risks and uncertainties and are subject to change based on various factors, many of which are beyond our control. Accordingly, our future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements, and any future performance or financial results expressed or implied by such forward-looking statements are not guarantees of future performance. Forward-looking statements include, without limitation, statements regarding our future operating results, the implementation and impact of our strategic plans, and our ability to meet environmental, social, and governance goals. Words such as “estimate,” “commit,” “will,” “target,” “goal,” “project,” “plan,” “believe,” “seek,” “strive,” “expect,” “anticipate,” “intend,” “continue,” “potential” and any similar expressions are intended to identify forward-looking statements. Risks associated with the following factors, among others, could affect our results of operations and financial performance and cause actual results to differ materially from those expressed or implied in any forward-looking statements:

Except as may be required by law, we assume no obligation and do not intend to make publicly available any update or other revisions to any of the forward-looking statements contained in this Proxy Statement to reflect circumstances existing after the date of this report or to reflect the occurrence of future events, even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized. Additional information regarding these and other factors can be found in “Item 1A. Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 22, 2024.

References

“VS&Co,” “the Company,” “we,” “us,” and “our” refers to Victoria’s Secret & Co. together with its subsidiaries unless the context otherwise requires. Our fiscal year ends on the Saturday nearest to January 31. As used herein, “2023” and “fiscal 2023” refer to the 53-week period ended February 3, 2024, “2022” and “fiscal 2022” refer to the 52-week period ended January 28, 2023, and “2021” and “fiscal 2021” refer to the 52-week period ended January 29, 2022.

Non-GAAP Financial Measures

In addition to our results provided in accordance with U.S. generally accepted accounting principles (“GAAP”), this Proxy Statement providesnon-GAAP financial measures that present gross profit rate, general, administrative, and store operating expenses, operating income, operating income rate, net income per diluted share and free cash flow in fiscal 2023 and fiscal 2022 on an adjusted basis, which remove certainnon-recurring, infrequent or unusual items that we believe are not indicative of the results of our ongoing operations due to their size and nature. The intangible asset amortization excluded from thesenon-GAAP financial measures is excluded because the amortization, unlike the related revenue, is not affected by operations of any particular period unless an intangible asset becomes impaired or the estimated useful life of an intangible asset is

revised. We use adjusted financial information as key performance measures of our results of operations for the purpose of evaluating performance internally. Thesenon-GAAP measurements are not intended to replace the presentation of our financial results in accordance with GAAP. Instead, we believe that the presentation of adjusted financial information provides additional information to investors to facilitate the comparison of past and present operations. Further, our definition ofnon-GAAP financial measures may differ from similarly titled measures used by other companies. Please see Appendix A of this Proxy Statement for additional detail regarding thesenon-GAAP financial measures and a reconciliation between eachnon-GAAP financial measure and the most directly comparable GAAP financial measure.

Table of

CONTENTS

76

PROPOSAL FOUR:Amendment to VS 2021 Stock Plan

86

Beneficial Ownershipof Shares

88

Audit Committee Matters

89

PROPOSAL FIVE:Ratification of Appointment of Independent Registered Public Accounting Firm

91

Stockholder Proposals forthe 2025 Annual Meeting

92

Questions and Answers