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Victoria's Secret & Co.

For the period ended Jun 11, 2026. Filed May 1, 2026.

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Jun 11, 2026 · Filed May 1, 2026

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VSXY$108.05+1.6%Stored close · as of Nov 6, 2026
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Appendix A

Non-GAAP Financial Measures

In addition to our results provided in accordance with GAAP, this Proxy Statement provides non-GAAP financial measures that present gross profit, general, administrative, and store operating expenses, operating income, net income per diluted share and free cash flow in fiscal 2025 and fiscal 2024 on an adjusted basis, which remove certain non-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 these non-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. These non-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 of non-GAAP financial measures may differ from similarly titled measures used by other companies. The table below reconciles the most directly comparable GAAP financial measure to each non-GAAP financial measure.

VICTORIA’S SECRET & CO.

NON-GAAP FINANCIAL INFORMATION

(Unaudited)

(In millions except per share amounts)

Fiscal Year
20252024
Reconciliation of Net Cash Provided by Operating Activities to Adjusted Free Cash Flow
Net Cash Provided by Operating Activities$499$425
Capital Expenditures(187)(178)
Free Cash Flow312247
Interchange Fees Net Settlement(69)–
Payments Related to Acquisition of Adore Me139
Adjusted Free Cash Flow$244$286
Reconciliation of Reported to Adjusted Gross Profit
Reported Gross Profit—GAAP$2,384$2,284
% Net Sales36.4%36.7%
Adore Me Long-Lived Assets Impairment (a)4–
Adore Me and DailyLook Fulfillment Center Restructuring (c)36–
Organizational Restructuring and Other One-time Items (f)3–
Equity Method Investment Impairment and Related Charges (h)–22
Adjusted Gross Profit$2,427$2,306
% Net Sales37.0%37.0%
VS&Co | 2026 PROXY STATEMENTA-1
Fiscal Year
20252024
Reconciliation of Reported to Adjusted General, Administrative and Store Operating Expenses
Reported General, Administrative and Store Operating Expenses—GAAP$2,113$1,974
% Net Sales32.3%31.7%
Adore Me Long-Lived Assets Impairment (a)(116)–
Interchange Fee Settlement (b)69–
Amortization of Intangible Assets (e)(19)(25)
Organizational Restructuring and Other One-time Items (f)(17)(13)
Adore Me Acquisition-related Items (g)(6)(4)
Adjusted General, Administrative and Store Operating Expenses$2,024$1,933
% Net Sales30.9%31.0%
Reconciliation of Reported to Adjusted Operating Income
Reported Operating Income—GAAP$271$310
% Net Sales4.1%5.0%
Adore Me Long-Lived Assets Impairment (a)120–
Interchange Fee Settlement (b)(69)–
Adore Me and DailyLook Fulfillment Center Restructuring (c)36–
Amortization of Intangible Assets (e)1925
Organizational Restructuring and Other One-time Items (f)2013
Adore Me Acquisition-related Items (g)64
Equity Method Investment Impairment and Related Charges (h)–22
Adjusted Operating Income$403$373
% Net Sales6.1%6.0%
Reconciliation of Reported to Adjusted Net Income Attributable to Victoria’s Secret & Co.
Reported Net Income Attributable to Victoria’s Secret & Co.—GAAP$161$165
Adore Me Long-Lived Assets Impairment (a)120–
Interchange Fee Settlement (b)(69)–
Adore Me and DailyLook Fulfillment Center Restructuring (c)36–
China Deferred Tax Asset Valuation Reserve Release (d)12–
Amortization of Intangible Assets (e)1925
Organizational Restructuring and Other One-time Items (f)2013
Adore Me Acquisition-related Items (g)69
Equity Method Investment Impairment and Related Charges (h)–22
Tax Effect of Adjusted Items(55)(16)
Adjusted Net Income Attributable to Victoria’s Secret & Co.$250$218
A-2VS&Co | 2026 PROXY STATEMENT
Fiscal Year
20252024
Reconciliation of Reported to Adjusted Net Income Per Diluted Share Attributable to Victoria’s Secret & Co.
Reported Net Income Per Diluted Share Attributable to Victoria’s Secret & Co.—GAAP$1.93$2.05
Adore Me Long-Lived Assets Impairment (a)1.08–
Interchange Fee Settlement (b)(0.62)–
Adore Me and DailyLook Fulfillment Center Restructuring (c)0.33–
China Deferred Tax Asset Valuation Reserve Release (d)(0.14)–
Amortization of Intangible Assets (e)0.170.23
Organizational Restructuring and Other One-time Items (f)0.190.13
Adore Me Acquisition-related Items (g)0.070.08
Equity Method Investment Impairment and Related Charges (h)–0.21
Adjusted Net Income Per Diluted Share Attributable to Victoria’s Secret & Co.$3.00$2.69

Adjusted results exclude the following items:

(a) In 2025, we recognized pre-tax expense of $120 million ($90 million after-tax), $116 million included in general, administrative and store operating expense and $4 million included in buying and occupancy expense, related to the impairment of certain Adore Me long-lived tangible and intangible assets.

(b) In 2025, we recognized a pre-tax gain, net of related administrative expenses, of $69 million ($52 million after-tax) in general, administrative and store operating expense, related to the resolution of a credit card interchange fee litigation matter in which we were a plaintiff.

(c) In 2025, we recognized a pre-tax charge of $36 million ($28 million after-tax), included in costs of goods sold, buying and occupancy expense, related to inventory reserves and severance expense as a result of unique operational disruptions that led to the restructuring of our Adore Me and DailyLook fulfillment operations.

(d) In 2025, we recognized a tax benefit of $24 million ($12 million net of $12 million net income attributable to noncontrolling interest) related to the full release of our valuation allowance on the deferred tax assets of our consolidated joint venture in China.

(e) In 2025 and 2024, we recognized amortization expense of $19 million and $25 million ($14 million and $19 million after-tax, respectively) in general, administrative and store operating expense, related to our definite-lived intangible assets.

(f) In 2025, we recognized pre-tax charges of $20 million ($16 million after-tax), $17 million included in general, administrative and store operating expense and $3 million included in buying and occupancy expense, related to activities to continue to restructure our executive leadership team and organizational structure, as well as net expense related to other one-time items. In 2024, we recognized a pre-tax charge of $13 million ($11 million after-tax) in general, administrative and store operating expense related to the appointment of a new CEO and the elimination of two executive officer roles to restructure our executive leadership team.

(g) In 2025, we recognized pre-tax expense of $6 million ($5 million after-tax) included in general, administrative and store operating expense related to the financial impact of purchase accounting items and professional service costs related to the acquisition of Adore Me. In 2024, we recognized pre-tax expense of $9 million ($6 million after-tax), expense of $4 million included in general, administrative and store operating expense and interest expense of $5 million, related to the financial impact of purchase accounting items related to the acquisition of Adore Me.

(h) In 2024, we recognized pre-tax expense of $22 million ($17 million after-tax) in costs of goods sold, buying and occupancy expense related to impairment and other charges for certain of our equity method investments.

Shareholder Returns Data Source

The shareholder returns data in the Letter from the Chair of our Board is sourced from FactSet as of April 15, 2026, measured against price at close on unaffected date of August 13, 2024, the date before the public announcement of Ms. Super’s appointment. Analyst peer group includes peers that at least one analyst references in research reports (from June, 2025) and is comprised of Abercrombie & Fitch, American Eagle, Gap, Urban Outfitters, Levi, Buckle, Carter’s, Torrid, Lululemon, Aritzia, Bath & Body Works, Capri, Dillard’s, Genesco, J.Jill, Kohl’s, Macy’s, The Children’s Place, Tilly’s, Tapestry, Zumiez, H&M, Industria de Diseno Textil and Vera Bradley.

VS&Co | 2026 PROXY STATEMENTA-3

VICTORIA’A SECRET & CO. P.O. BOX 8016, CARY, NC 27512-9903 Your vote matters! Have your ballot ready and please use one of the methods below for easy voting: Your control number Have the 12 digit control number located in the box above available when you access the website and follow the instructions. Victoria’s Secret & Co. Annual Meeting of Stockholders For Stockholders of Record as of April 15, 2026 Thursday, June 11, 2026 8:30 AM, Eastern Time Annual Meeting to be held live via the Internet - please visit www.proxydocs.com/VSCO for more details Internet: www.proxypush.com/VSCO Cast your vote online Have your Proxy Card ready Follow the simple instructions to record your vote Phone: 1-866-977-5067 Use any touch-tone telephone Have your Proxy Card ready Follow the simple recorded instructions Mail: Mark, sign and date your Proxy Card Fold and return your Proxy Card in the postage-paid envelope provided Virtual: You must register to attend the meeting online and/or participate at www.proxydocs.com/VSCO YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: 8:30 AM, Eastern Time, June 11, 2026. This proxy is being solicited on behalf of the Board of Directors The undersigned hereby appoints Scott Sekella & Melinda McAfee (the “Named Proxies”), and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of Victoria’s Secret & Co. which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IDENTICAL TO THE BOARD OF DIRECTORS' RECOMMENDATION. This proxy, when properly executed, will be voted in the manner directed herein. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the meeting or any adjournment or postponement thereof. You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return this card. PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE Copyright © 2026 BetaNXT, Inc. or its affiliates. All Rights Reserved

VICTORIA’A SECRET & CO. Victoria’s Secret & Co. Annual Meeting of Stockholders Please make your marks like this: THE BOARD OF DIRECTORS RECOMMENDS A VOTE: FOR ON PROPOSALS 1, 2 AND 3 PROPOSAL YOUR VOTE BOARD OF DIRECTORS RECOMMENDS 1. To elect ten directors to serve until the 2027 annual meeting of stockholders; 1.01 Donna James FOR 1.02 Irene Chang Britt FOR 1.03 Sarah Davis FOR 1.04 Jacqueline Hernández FOR 1.05 Rod Little FOR 1.06 David McCreight FOR 1.07 Mariam Naficy FOR 1.08 Lauren Peters FOR 1.09 Anne Sheehan FOR 1.10 Hillary Super FOR FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 2. To approve, on an advisory basis, the compensation of our named executive officers; FOR 3. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2026; and FOR 4. To transact such other business as may properly come before the meeting and any adjournments or postponements thereof You must register to attend the meeting online and/or participate at www.proxydocs.com/VSCO Authorized Signatures - Must be completed for your instructions to be executed. Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form. Signature (and Title if applicable) Date Signature (if held jointly) Date

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