Victoria's Secret & Co.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 18, 2026, the Board of Directors (the “Board”) of Victoria’s Secret & Co. (the “Company”) increased the size of the Board from nine to ten directors, effective as of September 14, 2026, and appointed Gerri Martin-Flickinger to fill the resulting vacancy, to hold office until her successor is duly elected and qualified or until her earlier death, resignation or removal. The Board determined that Ms. Martin-Flickinger is independent under the listing standards of the New York Stock Exchange. Ms. Martin-Flickinger will also serve as a member of the Audit Committee when she joins the Board on September 14, 2026. Ms. Martin-Flickinger’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 its definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on May 1, 2026. There is no arrangement or understanding between Ms. Martin-Flickinger and any other person pursuant to which she was selected as a director, and Ms. Martin-Flickinger 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. Ms. Martin-Flickinger will enter into the Company’s standard form of indemnification agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 10, 2021. A copy of the press release announcing Ms. Martin-Flickinger’s appointment to the Board is attached hereto as Exhibit 99.1.