Victoria's Secret & Co.

(Former name or former address, if changed since last report)

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☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Securities registered pursuant to Section 12(b) of the Act:

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 5.02 Departure of Directors or Certain Officers; Election of Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 18, 2025, Victoria’s Secret & Co. (the “Company”) eliminated the role of Chief Operating Officer to streamline the executive leadership team. As a result, Dein Boyle departed his position as Chief Operating Officer of the Company effective as of August 19, 2025. In order to provide for a smooth transition, Mr. Boyle is expected to remain employed by the Company in a non-executive capacity through December 31, 2025.

Mr. Boyle’s termination constitutes a termination by the Company without Cause under the Executive Severance Agreement, dated June 28, 2021, between Mr. Boyle and the Company. In connection with his termination, Mr. Boyle will be entitled to receive the severance benefits provided under his severance agreement, subject to his execution of a full release of claims. In addition, Mr. Boyle will remain subject to certain post-termination restrictive covenants related to confidentiality, non-solicitation and non-competition.

In connection with the elimination of the Chief Operating Officer role, Scott Sekella, the Chief Financial Officer of the Company, has agreed to assume certain additional responsibilities and has been promoted to Chief Financial and Operating Officer. On August 18, 2025, the Human Capital and Compensation Committee of the Board of Directors (the “Compensation Committee”) approved an increase in Mr. Sekella’s annual base salary to $825,000, to be effective as of August 24, 2025. In addition, the Compensation Committee approved a one-time, long-term incentive award of time-vested restricted stock units with an aggregate grant date value of $250,000. The restricted stock units will vest ratably over three years with 30% vesting on each of the first and second anniversaries of the grant date and 40% vesting on the third anniversary of the grant date.

Item 9.01 Financial Statements and Exhibits.