Victoria's Secret & Co.

For the period ended Jan 31, 2026. Filed Mar 20, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2026 · Filed Mar 20, 2026

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

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Contents

Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Victoria’s Secret & Co.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Victoria’s Secret & Co. (the Company) as of January 31, 2026 and February 1, 2025, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended January 31, 2026, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 31, 2026 and February 1, 2025, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2026, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 20, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

	Reserve for Store Inventory Losses
Description of the Matter	As described in Note 5 to the consolidated financial statements, the Company had inventories of $1,071 million as of January 31, 2026, which included finished goods of $1,013 million. Inventories were principally valued at the lower of cost or net realizable value, on an average cost basis. The most significant and judgmental portion of the inventory reserves related to the reserve for store inventory losses. Management applied judgment to determine its reserve for store inventory losses that have occurred since the date of the last physical inventory. The Company calculated the reserve for store inventory losses based on actual inventory losses identified as a result of store physical inventory counts during each fiscal period and estimated inventory losses occurring between physical inventory counts. The estimate for store inventory losses occurring in the interim period between the most recent physical inventory count and year-end was calculated on a store-specific basis and was primarily based on recent inventory loss results. Management considered historical store inventory losses taken and current consumer behavior to estimate the reserve for store inventory losses.
	Auditing management’s estimate of the reserve for inventory losses on finished goods required us to make subjective auditor judgments because the estimate was impacted by management’s assumptions about the appropriateness of historical data used and its applicability to current period consumer behavior.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process to determine the valuation of the Company’s store inventory loss reserve. This included controls over the Company’s review of the significant assumptions underlying the reserve estimate.

To test the Company’s reserve for store inventory losses, our audit procedures included, among others, testing the accuracy and completeness of the underlying data used in the estimation calculation and evaluating significant assumptions (e.g., historical data used and its applicability to current period consumer behavior) used in management's store inventory loss valuation assessment. We also obtained an understanding of inventory loss activity trends at a store level, and performed a sensitivity analysis to evaluate changes in the estimate that would result from changes in management’s significant assumptions.

/s/Ernst & Young LLP

We have served as the Company’s auditor since 2021.

Grandview Heights, Ohio

March 20, 2026

CONSOLIDATED STATEMENTS OF INCOME

(in millions except per share amounts)

	2025	2024	2023
Net Sales	$6,553	$6,230	$6,182
Costs of Goods Sold, Buying and Occupancy	(4,169)	(3,946)	(3,940)
Gross Profit	2,384	2,284	2,242
General, Administrative and Store Operating Expenses	(2,113)	(1,974)	(1,996)
Operating Income	271	310	246
Interest Expense	(70)	(86)	(99)
Other Income (Loss)	7	(3)	—
Income Before Income Taxes	208	221	147
Provision for Income Taxes	19	52	31
Net Income	189	169	116
Less: Net Income Attributable to Noncontrolling Interest	28	4	7
Net Income Attributable to Victoria’s Secret & Co.	$161	$165	$109
Net Income Per Basic Share Attributable to Victoria’s Secret & Co.	$2.00	$2.11	$1.41
Net Income Per Diluted Share Attributable to Victoria’s Secret & Co.	$1.93	$2.05	$1.39

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	2025	2024	2023
Net Income	$189	$169	$116
Other Comprehensive Income (Loss), Net of Tax:
Foreign Currency Translation	9	(2)	(3)
Total Other Comprehensive Income (Loss), Net of Tax	$9	$(2)	$(3)
Total Comprehensive Income	198	167	113
Less: Net Income Attributable to Noncontrolling Interest	28	4	7
Less: Foreign Currency Translation Attributable to Noncontrolling Interest	2	(1)	(2)
Comprehensive Income Attributable to Victoria’s Secret & Co.	$168	$164	$108

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