Victoria's Secret & Co DEFA14A, filed May 20, 2026
Victoria's Secret & Co. (VSXY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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On May 20, 2026, Victoria’s Secret & Co. issued the following press release and published an investor presentation, a copy of which is attached hereto as Exhibit 1 and available on its website, VSPathtoPotential.com.
Victoria’s Secret & Co. Issues Investor Presentation Highlighting Significant Transformation, Operational Momentum and Shareholder Value Creation
VS&Co Board and Management are Delivering Significant Operational and TSR Outperformance Under New Leadership and “Path to Potential” Strategy
BBRC’s Campaign Ignores Meaningful Progress and Seeks to Disrupt Path to Potential with Self-Interested Narratives and Misleading Claims
VS&Co Urges Shareholders to Vote “FOR” All Highly Qualified Directors at the 2026 Annual Meeting of Shareholders
REYNOLDSBURG, Ohio, May 20, 2026 — Victoria’s Secret & Co. (“VS&Co” or the “Company”) (NYSE: VSCO) today announced that it has filed a detailed investor presentation titled “Vote for Victoria’s Secret’s Board and Our Continued Momentum.” The presentation highlights the Company’s strong operational and financial momentum under its Path to Potential strategy, as well as the decisive actions taken by the Board and management to position the Company for long-term success and drive shareholder value.
VS&Co today is a fundamentally different company than it was at the time of its separation in 2021. Under the leadership of CEO Hillary Super and the oversight of the Board, the Company has refreshed more than half of its senior leadership team, launched its Path to Potential strategy, accelerated comparable sales growth, expanded margins and delivered shareholder returns that have significantly outperformed peers and key retail indices since the CEO transition was announced.1
Rather than acknowledge this clear momentum and the Company’s successful turnaround, BBRC International Pte Limited (“BBRC”) continues to rely on misleading and backward-looking claims that we believe are designed to distract shareholders and disrupt the Company at a critical inflection point.
BBRC has offered no credible alternative strategy, no operational plan and no path to create value for shareholders. Instead, focusing solely on the past to advance BBRC Chairman Brett Blundy’s personal agenda following the Board’s determination — after years of engagement, extensive review and good faith cooperation proposals — that his appointment to the Board would pose serious reputational, legal, conflict of interest, and governance risks for VS&Co. The presentation also sets the record straight as to BBRC’s distracting campaign and addresses its distorted accounts and misleading claims.
The Board remains focused on executing the Path to Potential strategy that is working, continuing to deliver for shareholders and ensuring VS&Co does not become sidetracked by a self-interested and increasingly misleading campaign.
The full investor presentation, as well as previous communications to shareholders, can be found on VSPathtoPotential.com and the Investor Relations section of the Company’s website.
VS&Co also published a series of video interviews with three current Board members on VSPathtoPotential.com discussing the Board’s approach to many of its key responsibilities, including Board oversight and CEO succession, corporate governance, board composition and development, executive compensation aligned with performance, and strategic advisory grounded in deep industry insight.
| 1 | Source: FactSet (5/15/26). Calculations are based on price at close on unaffected day, one day prior (8/13/2024). Analyst peer group includes peers that at least one analyst references in initial coverage research reports and is comprised of Abercrombie & Fitch, American Eagle, Gap, Urban Outfitters, Levi, Buckle, Carters, 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. The S&P 500 Consumer Discretionary Distribution & Retail Index is a point of comparison referenced by BBRC in its public letter dated May 4, 2026; the index consists of S&P 500 companies classified under the distribution & retail sub-industry groups within the broader Consumer Discretionary sector of the GICS (Global Industry Classification Standard). |
The Company believes it has the right Board, the right Board Chair in Donna James, and the right leadership team to continue delivering value to shareholders. The Board also believes VS&Co’s current leadership team and Board are best positioned to continue executing the Company’s Path to Potential strategy, sustain operational and financial momentum and deliver long-term value for all shareholders.
VS&Co’s Board urges shareholders to use the WHITE proxy card to vote “FOR” all of VS&Co’s nine highly qualified director nominees in connection with the Company’s upcoming Annual Meeting of Shareholders (the “Annual Meeting”) to be held at 8:30 a.m. Eastern Time on June 11, 2026.
VS&CO’s BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” ALL OF THE COMPANY’S NOMINEES
For more information regarding VS&Co’s momentum and highly-qualified Board, please visit:
VSPathtoPotential.com
YOUR VOTE IS IMPORTANT.
To ensure your shares are represented at the Annual Meeting, please submit your vote TODAY: Use the WHITE Proxy Card to Vote “FOR” All of VS&Co’s Highly Qualified Nominees
If you have any questions or require any assistance with voting your shares, please call the Company’s proxy solicitor:
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About Victoria’s Secret & Co
Victoria’s Secret & Co. (NYSE: VSCO) is a specialty retailer of modern, fashion-inspired collections including signature bras, panties, lingerie, sleepwear, apparel, sport and swim as well as award-winning prestige fragrances and body care. VS&Co is comprised of market leading brands, Victoria’s Secret and PINK, that strive to inspire confidence, spark joy and celebrate sexy. Additionally, Adore Me, our digital intimates brand serves women across budgets and lifestyles. We are committed to empowering our more than 30,000 associates across a global footprint of 1,420 retail stores in approximately 70 countries.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
This document contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements, which may be identified by words such as “estimate,” “commit,” “will,” “target,” “forecast,” “goal,” “project,” “plan,” “believe,” “seek,” “strive,” “expect,” “anticipate,” “intend,” “continue,” “potential” or the negative of these words and any similar expressions, involve risks and uncertainties, many of which are beyond our control, and are not guarantees of future performance. Actual results may differ materially from those expressed or implied in any forward-looking statement.
Factors that could cause actual results to differ include, among others: general economic conditions, inflation, and changes in consumer confidence and consumer spending patterns; market disruptions; uncertainty in the global trade environment, including tariffs and retaliatory measures; our ability to successfully implement our strategic plan; leadership changes and turnover in key positions; our ability to source, produce, distribute and sell merchandise globally, including risks related to geopolitical conflicts, supply chain disruptions (and related pricing impacts), currency fluctuations and labor disputes; fluctuations in freight, product input and energy costs; cybersecurity risks and our ability to maintain data security and privacy; shareholder activism matters; and other risks and uncertainties described in “Item 1A. Risk Factors” in our 2025 Annual Report on Form 10-K filed with the SEC on March 20, 2026.
All forward-looking statements are made only as of the date of this document. Except as may be required by law, we assume no obligation to make publicly available any update or other revisions to any of the forward-looking statements contained in this document.
For further information, please contact:
Victoria’s Secret & Co.:
Investor Relations:
investorrelations@victoria.com
Media Relations:
Edelman Smithfield
VSCO@edelmansmithfield.com
Exhibit 1
Vote for Victoria’s Secret’s Board and Our Continued Momentum MAY 2026 1
Significant Transformation, Momentum and Value Creation The Board continues to take action in the best interests of all shareholders and is driving significant and accelerating outperformance under new management 1 New Management Team, Led by CEO Hillary Super, Is in the Middle of a Turnaround That’s Working 2 Hillary and the Board Continue to Demonstrate Operational Outperformance – Quarter After Quarter 1 3 Triple-Digit TSR Outperformance Since Board Announced Hillary Super to Replace Prior CEO 4 Board, Led by Chair Donna James, Is Taking Action for Shareholders, Including Refreshment and Asset Review 5 After Extensive Engagement, We Rejected Blundy’s Candidacy Given Conduct, Conflict & Governance Concerns 6 Board Proposed Constructive Path Forward, But BBRC Launched a Distracting and Self-Interested Campaign The Board is delivering positive change. BBRC’s campaign is seeking to disrupt it. 1) FactSet (5/15/26). Calculations are based on the unaffected trading day (i.e., 8/13/24, the trading day immediately prior to announcement). Performance relative to: analyst peer group, which includes peers that at least one analyst references in initiating coverage research reports and is comprised of Abercrombie & Fitch, American Eagle, Gap, Urban Outfitters, Levi, Buckle, Carters, 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 (Inditex) and Vera Bradley; the S&P 500 Consumer Discretionary Distribution & Retail Index, which is a point of comparison referenced by BBRC in its public letter dated May 4, 2026 (the index consists of S&P 500 companies classified under the distribution & 2 retail sub-industry groups within the broader Consumer Discretionary sector of the GICS (Global Industry Classification Standard)); and the S&P 600 Small Cap
The Power of Victoria’s Secret & Co. #1 $6.6B 1 3 Bra Brand in the World Net Sales #1 1,400+ Fragrance in America is Stores Worldwide 1 Bombshell #2 ~70 Highest Followed Brand on Countries 4 Instagram 30k+ ~150M Associates Across Social Media Followers 2 our Global Footprint 1) Based on third-party data 2) Across a global footprint of 1,400+ Company and Partner retail stores 3) As of fiscal year-end 2025 3 4) Among apparel brands, based on third-party data
2021 Spin-off Occurred Against Backdrop of Significant Industry Changes and Macro Challenges Victoria’s Secret became a new public company in 2021, in a rapidly changing market environment. The new Board, led by Chair Donna James, has been actively working with management to ensure shareholder value creation Consumer Volatility in Expectations Shift Highly Intensifying Online Consumer Inflationary from Overtly Supply Chain Promotional / Omnichannel Demand Environment “Sexy” Toward Disruption Retail Competition Following COVID- and Tariffs Inclusivity and Landscape 19 Pandemic Body Positivity 2019 2023 2025 Current 2021 March 2020 August 2021 September 2024 March 2025 May 2026 COVID-19 Pandemic VS&Co Spin Off & New Board Established Hillary Super Appointed CEO Path to Potential Announcement Strategic Progress The World Health Organization Victoria's Secret Lingerie + Beauty and Following an extensive search Announced a focused strategic Significant brand, operational (WHO) declared the COVID-19 PINK spun off from L Brands as VS&Co, a process initiated and led by the roadmap designed to unlock the full and financial momentum outbreak a global pandemic, new standalone public company Board, Hillary Super joined as potential of VS&Co’s core brands continuing to build shifting consumer preferences Donna James chosen as Chair of the newly CEO, bringing 30+ years of and drive sustainable growth and habits constituted Board to guide the Company's retail experience next chapter 4
Board Recognized the Need for Change and Continues to Take Decisive Action • Initiated and conducted an extensive CEO search process, led by Donna and the Board, with a nationally recognized search firm, and appointed Hillary Super as new CEO, effective September 2024 Appointed New CEO • Hillary is a proven merchant operator with 30+ years of retail experience and previous leadership positions across Savage X Fenty, Anthropologie, Gap, Ann Taylor, American Eagle and Guess? • Added operating and financial discipline with Scott Sekella, who joined as CFO and later became CFO/COO Refreshed 50%+ of the • Installed dedicated brand presidents for Victoria’s Secret, PINK and Beauty to sharpen execution and focus Senior Leadership Team • Added new creative and marketing leadership to strengthen brand heat, storytelling and go-to-market execution • Launched a new focused, strategic plan to unlock the full potential of the Company’s core brands – shifted from broad post-spin transformation to a clearer brand-driven, merchant-led operating model Launched New Strategy: • Refocused execution around four pillars of “Path to Potential” strategy: Supercharge Bra Authority, Recommit to Pink, Fuel Growth in Beauty and Evolve Brand Projection & Go-to-Market Strategy Path to Potential • Strategy is working – comparable sales growth accelerated to 5% in FY25, up from (9%) in FY23, and adjusted net income¹ grew 15%. Brand relevance and purchase consideration metrics at highest level in several years • Accelerated disciplined investment in stores, digital and customer experience • Emphasized higher-quality sales, reduced promotional reliance and improved regular-price selling Drove Operational Discipline • Increased focus on cost control, gross margin improvement and inventory discipline 1,2 • FY25 adjusted operating income rate¹ is up 85 basis points since FY23, and FY25 adj. EPS grew at a CAGR of 15% since FY23 • Conducted a thorough review of Adore Me and appointed new leadership Took Action on • Optimized Adore Me by ending the subscription offering and shifting toward a loyalty-based model Underperforming Assets • Initiated a strategic review of DailyLook in March 2026 Throughout this process, the Board has diligently engaged with its active and index shareholders 1) Represents non-GAAP financial measure. Adjusted operating income rate, expressed as a percentage of net sales, is a non-GAAP financial measure. Refer to “Non-GAAP Financial Measures” in the Appendix for additional information, including a reconciliation of adjusted operating income and adjusted net income attributable to VS&Co (referred to herein as “adjusted net income”) to the most directly comparable GAAP financial measure 5 2) Defined as adjusted net income per diluted share. Refer to “Non-GAAP Financial Measures” in the Appendix for additional information
The Board Appointed Hillary Super as CEO to Spearhead Our Turnaround H Hi il ll la ar ry y S Su up pe er r – – A A D Dy yn na am mi ic c a an nd d T Tr ra an ns sf fo or rm ma at ti iv ve e R Re et ta ai il l L Le ea ad de er r • Brings 30 years of retail merchant experience across renowned Share Price Performance fashion brands of intimates, apparel, accessories, beauty and home 300% • As CEO and board member of Victoria’s Secret & Co., she combines her extensive industry and merchant expertise, creative insight, and 180% operational discipline to drive the Company’s transformation and 141% execute long-term strategic initiatives 60% • Previously held CEO roles at Savage X Fenty and Anthropologie 35% Group, where she successfully led the turnaround of the women’s 21% apparel and accessories business, positioning the brand as a global (2%) lifestyle leader (60%) Aug-24 Mar-25 Oct-25 May-26 S&P 500 Consumer Discretionary • Through her successful track record, she earned a reputation as a VS&Co 1 Distribution & Retail Index visionary leader, trusted for her expertise in omnichannel retail, S&P 600 1 S&P 1500 Specialty Retail Index brand evolution, and her ability to understand consumer preferences Small Cap through forging strong connections with customers Executive and Board Member Roles Merchandising and Operator Roles at High-Profile Retailers Source: Company filings, FactSet (share price as of 5/15/26 measured against share prices starting on 8/13/24) 6 1) Indices referenced by BBRC
Path to Potential: A Clear Road Map that Is Delivering Value Creation… Supercharge Bra Recommit to Fuel Growth in Evolve Brand Projection Authority PINK Beauty & Go-to-Market Strategy • Industry-leading bra experience • Re-establish PINK’s market • Build on leading fragrance • Redeploy marketing spend to driving innovation-first position through Customer business – Bombshell is digital, social and experiential to development and generating a Connectivity America’s #1 fragrance grow cultural relevance halo for surrounding categories • Sharpen identity as a social-first, • Drive innovation, newness and • Increase brand heat through full lifestyle brand to align with a buzz while keeping the core emotionally connected product • Lead in fit, function and fashion young multi-faceted customer growing campaigns, events and media • Reestablish intimates as a • Drive integrated campaigns • Strengthen differentiated brand • Reinforce “best at bras” position growth driver via innovation across Very Sexy, Dream and identities for VS&Co and PINK through product, marketing and Bombshell across product, marketing and store experience • Shift product toward trend-right, channel experiences high-quality (Fashion Apparel, • Expand into adjacencies Accessories) • Drive constant newness across • Drive sales, customers and the portfolio • Push growth in digital and non- • Use collaborations and refreshes spend by leading with emotion owned channels to drive traffic and conversion over promotion Momentum: Momentum: Momentum: Momentum: Returned Bra business to FY25 was the strongest Grew low single digits in Brand relevance & purchase annual growth for the first PINK growth year since FY25 and strengthening consideration metrics at time since 2021 2016 innovation pipeline highest levels in several years 7
…Supported By Strong Operational Initiatives and Disciplined Actions Operational Discipline • Reduced promotions and increased regular price selling, driving Average Unit Retail (AUR) growth of 3% in FY25 1 • FY25 adjusted gross margin¹ held flat at 37.0% despite $130M of gross tariff pressure 1 • FY25 adjusted operating income rate is up ~85 basis points since FY23 and 1 FY25 adjusted EPS is up 12% year-over-year Redefining the Retail Experience • Modernized, more efficient store formats with simplified navigation, brighter design, upgraded fitting rooms / checkout and sustainability benefits • Initial ‘Store of the Future’ format already driving higher traffic, conversion, sales and profitability • Targeting ~50% of fleet in ‘Store of the Future’ format by end of FY27 Establishing our “New Era of Sexy” by bringing back the iconic Victoria’s Secret Fashion Show ~61M ~51B +60% +9M Streams Media Digital Traffic New Social Impressions On Day of Show Followers 1) Represents non-GAAP financial measure. Adjusted operating income rate, expressed as a percentage of net sales, is a non-GAAP financial measure. Adjusted earnings per share is defined as adjusted net income per diluted share. Refer to “Non-GAAP Financial Measures” in the Appendix for additional information, 8 including a reconciliation of adjusted gross margin, adjusted operating income and adjusted net income attributable to VS&Co (referred to herein as “adjusted net income”) to the most directly comparable GAAP financial measure
The Path to Potential Is Yielding Significant Operating Results Topline Growth Is Accelerating Margin Is Expanding Bottom Line Is Strengthening 1 1,4 YoY Comp Sales % Adj. Operating Income Rate % Adj. Earnings Per Share Q3 and Q4 2025 saw 8% YoY Comp Growth Delivered Adj. Operating Income of $403M in FY25 Despite ~$130M² of +14% CAGR gross tariff pressure 5% 3 $3.20 - $3.45 + 116 bps 3 6.2% - 6.7% $3.00 0% 6.1% 6.0% $2.69 $2.27 5.3% (9%) FY23 FY24 FY25 FY26E FY23 FY24 FY25 FY26E FY23 FY24 FY25 Q4’25 Wins Delivered five consecutive Expanded intimates market Overall customer count grew Brand relevance and purchase quarters of results ahead of share for 3rd consecutive Spend per customer up mid low single digits, led primarily consideration metrics at 5 both street consensus and its quarter with share up low single single digits in several years by new customer acquisition highest levels own guidance digits in the quarter Source: Company filings 1) Represents non-GAAP financial measure. Adjusted operating income rate, expressed as a percentage of net sales, is a non-GAAP financial measure. Refer to “Non-GAAP Financial Measures” in the Appendix for additional information, including a reconciliation of adjusted operating income and adjusted net income attributable to VS&Co (referred to herein as “adjusted net income”) to the most directly comparable GAAP financial measure 2) Reflects $130M of gross tariff – negative impact of $85M to operating income net of mitigation efforts. Refer to “Non-GAAP Financial Measures” in the Appendix for additional information 3) Guidance range as of March 5, 2026 4) Defined as adjusted net income per diluted share 9 5) Street Consensus represents the aggregate market expectation of sell-side research based on FactSet
Delivering Strong Results and Continued Momentum Outlook (As of March 5, 2026) +5% FY25 Comp Sales Growth ~2 pts Above Consensus Estimate $6.85-$6.95B 2 FY26E Net Sales $6.55B FY25 Net Sales ~1% Above Consensus Estimate $430-$460M 2 FY26E Operating Income $403M FY25 Adj. Operating Income¹ ~5% Above Consensus Estimate $3.20-$3.45 2 FY26E Earnings per Share $3.00 Source: Company filings; FactSet (5/15/26) FY25 Adj. Earnings per Share¹ Note: Consensus estimate refers to FactSet consensus as of 5/15/26 1) Represents non-GAAP financial measure. Adjusted earnings per share is defined as adjusted net income per diluted share. Refer to “Non-GAAP Financial Measures” in the Appendix for additional ~10% Above Consensus Estimate information, including a reconciliation of adjusted operating income and adjusted net income attributable to VS&Co (referred to herein as “adjusted net income”) to the most directly comparable GAAP financial measure 2) Guidance as announced in Q4 2025 Earnings Release as of 3/5/26 10
The Board and Management Team’s Actions Are Delivering Meaningful TSR Outperformance TSR Since Path to Potential TSR Since Announcement of Hillary 1-Year TSR Announcement Super’s Appointment as CEO 1 3/5/25 8/14/24 +155% +103% +114% 141% +97% +90% +79% 107% +79% +80% +70% 98% 38% 28% 27% 28% 19% 18% 17% 10% (14%) Peers Used by Research S&P 500 Consumer Discretionary S&P 600 2 3 Analysts Distribution & Retail Index Small Cap Source: FactSet (5/15/26) 1) Calculations are based on the unaffected trading day (i.e., the trading day immediately prior to announcement) 2) Analyst peer group includes peers that at least one analyst references in initiating coverage research reports and is comprised of Abercrombie & Fitch, American Eagle, Gap, Urban Outfitters, Levi, Buckle, Carters, 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 (Inditex) and Vera Bradley 3) The S&P 500 Consumer Discretionary Distribution & Retail Index is a point of comparison referenced by BBRC in its public letter dated May 4, 2026; the index consists of S&P 500 companies classified under the distribution & retail sub-industry groups 11 within the broader Consumer Discretionary sector of the GICS (Global Industry Classification Standard)
Research Analyst Price Targets Validate Strategy % of Buy Ratings increase in median analyst price target +283% 2 since new CEO announcement 1 “There are few opportunities to become bullish Price Target on apparel... and this is one.” $67.00 5/8/26 “We believe Victoria’s Secret is transitioning from recovery to structural growth, led by innovation in its bra and PINK, reestablishing relevance.” 4/23/26 78% $17.50 “Management is successfully repositioning its Victoria's Secret and PINK brands… its 25% turnaround playbook is working. This should lead to sustained comp sales growth.” 3/12/26 Aug 2024 Today Source: FactSet (5/15/26), Analyst Research Note: Permission to use quotations neither sought nor obtained 1) Reflects analyst median 12 2) Median of latest analyst research target prices as of May 15, 2026 measured against median of latest analyst research target prices as of August 13, 2024, the date before the public announcement of Ms. Super’s appointment
The Board Is Taking Decisive Action on Adore Me The 2022 acquisition aligned with the Company’s strategic goals at the time. Since then, the Board of Directors and new management team have taken decisive steps to optimize the business and its value creation for shareholders Acquisition Process, Structure & Rationale Actions We’ve Taken Acquisition of Adore Me, announced on November 1, 2022, was aligned with the The Board has taken decisive steps to turn the Adore Me business around and Company’s strategic goals at the time create value for shareholders Robust review process Oversaw installation of new leadership • Board met multiple times to review transaction with external advisors • The Board supported new CEO Hillary Super in replacing 50% of the senior • Independent financial advisor provided valuation support leadership of the Company, including the founder of Adore Me • Board unanimously approved the transaction • In August 2025, the Company appointed a new head of Adore Me Strong strategic rationale at the time Announced strategic review of DailyLook • Accelerated digital and tech innovation • Expanded reach to younger and more diverse customer base with differentiated • On March 5, 2026, Company announced it was evaluating options to best inclusive positioning position DailyLook for long-term success • Strengthened growth and margin profile • In-line with other acquisitions at the time as retail companies navigated new post- Taking additional actions to optimize Adore Me COVID-19 omnichannel environment • Ended the subscription offering and shifted toward a loyalty-based model Deliberate purchase structure with performance- based protection • Continuing to assess the business and explore opportunities to optimize the • 2-year period for additional contingent consideration business within our portfolio • ~30% of total consideration based on sales, EBITDA targets and achievement of strategic objectives “…this acquisition further bolsters VSCO’s BBRC continues to demand that VS&Co immediately exit the “We believe that the acquisition of Adore Me, product offering and technological Inc. aligns with VSCO’s long-term strategy.” capabilities and could ignite additional growth business entirely, even if at a significant loss 11/1/22 opportunities...” 11/1/22 Source: Company filings, Analyst Research Note: Permission to use quotations neither sought nor obtained 13 1) Reflects company filing disclosure of ~$700M total consideration, including $80–300M of deferred consideration; the maximum $300M includes $80M fixed consideration and $220M performance-based consideration
Our Board: Engaged, Evolving, and Accountable… We have a highly engaged, recently refreshed Board with the skills and expertise to oversee our turnaround Significant and Deliberate Refreshment Since Spin-off from L Brands in August 2021 2021 2022 2023 2024 2025 2026 VS&Co is spun off from Mariam Naficy elected Rod Little elected Hillary Super appointed CEO David McCreight elected Naficy informs Board she L Brands and becomes to the Board to the Board & Board Director to the Board will not stand for re-election own public company in light of BBRC’s campaign An expert in digital and As CEO of public consumer Brings three decades of retail Extensive experience Donna James elected direct-to-consumer products company, brings merchant expertise and a serving as CEO of various Board announces search for Chair; tasked with leading retailing, and modern decades of experience successful track record leading companies in the retail new director with her newly constructed board media marketing driving results brands at the highest level industry technology and AI skillset Our Current Board Nominees 1 Board Skills Are Aligned with the Path to Potential Strategy ~78% ~97% 100% ~67% ~78% ~67% ~67% 100% Women Directors Director Attendance Women Committee Chairs Retail Industry Brand Transformation International Expansion Omnichannel Strategies Director Ownership Deep alignment Average director All committees Deep sector Expertise in executing Experience managing Experience with All non-employee with customers attendance across the 56 are led by women experience strategies in changing global operations digital e-commerce and directors in compliance meetings held during and 100% independent market conditions enterprise technology with our stock ownership FY21-25 transformation guidelines as of 4/15/26 Source: Company filings 14 1) For each category, Board experience includes directors with “expertise” or “substantial knowledge” as per the Company’s 2026 DEF 14A. Board statistics do not include Ms. Mariam Naficy, who is not standing for reelection at the 2026 Annual Meeting
...and United in Our Commitment to Acting for All Shareholders The Board Unanimously Supports a Vote “FOR” Our Chair Donna James W Wh hy y D Do on nn na a J Ja am me es s? ? Elected Unanimously by the Board • Wealth of public company board leadership expertise at leading U.S. public companies o Experience includes Coca-Cola Enterprises, Marathon Petroleum, Time Warner Cable and Hartford Insurance (where she currently serves as Chair of the Audit Committee) • Proven value creator, evidenced by ~196% average TSR outperformance versus the S&P 500 1 during her time on multiple public company boards • Instrumental in leading the L Brands spin-off o She was selected to lead the board of Victoria’s Secret as a new public company given her Irene Chang Britt Sarah Davis Jacqueline Hernández expertise Director Since: 2021 Director Since: 2021 Director Since: 2021 • Helped lead CEO search process and oversee the creation and execution of the Company’s Path to Potential strategy Independent Chair o Her actions are yielding results: 141% total shareholder return since announcement of VS&Co CEO appointment Committees: • Supported by the Company’s shareholders Audit; Nominating o Shareholders (excl. BBRC) have supported Donna every year since Victoria’s Secret and Governance 2 completed its separation by over ~87% Rod Little David McCreight Mariam Naficy 3 Director Since: 2023 Director Since: 2025 Director Since: 2022 1 Average TSR During Ms. James’s Tenure Select Precedent Large-Cap Directorships +196% 349% 154% Ms. James S&P 500 Lauren Peters Anne Sheehan Hillary Super Directorship Director Since: 2021 Director Since: 2021 Director Since: 2024 Source: FactSet (5/15/26), Company filings 1) Total shareholder returns’ average over length of tenure are compared against S&P 500 average and assume dividends are re-invested on ex-dividend date. Donna James’s directorship at Marathon Petroleum includes her position as independent director from July 2011 through October 2018 but not subsequently as board advisor. Other directorships included are Victoria’s Secret, Hartford Insurance, American Electric Power, Boston Scientific, Bath & Body Works, Time Warner, Coca-Cola Europacific Partners and CNO Financial Group 2) Calculated by excluding BBRC’s AGAINST votes, based on BBRC’s reported beneficial ownership in its Form 4, filed April 4, 2025; Schedule 13D, filed February 1, 2024 and Schedule 13G, filed February 13, 2023 15 3) In response to BBRC’s campaign, Mariam Naficy informed the Board she will not stand for re-election at the 2026 Annual Meeting in light of her near-term professional commitments and the time and attention required to engage with BBRC’s campaign
Donna James: Proven Value Creator Acting in Best Interests of ALL Shareholders As Chair, Donna James provides extensive public company board and corporate governance expertise, including leadership experience during times of company turnarounds and management transitions Result A Unique Skillset Example 1 (TSR performance vs. S&P 500 or sale price) Not Her First Spin: Appointed to boards of Marathon Petroleum (MPC) +214% and Time Warner Cable immediately following their separations to 1 provide leadership to new public companies +664% Unique Governance Expertise: Chairs Audit Committee of The +94% Hartford, building off experience as former Audit Chair at three other 2 public companies; also served as Executive Compensation Committee +70% Chair for Boston Scientific Track Record of Successful CEO Transitions: Trusted Board leader during CEO search processes and subsequent succession planning at 3 +76% Coca-Cola Enterprises (CCE) and MPC, among others Deep Retail and Intimates Sector Expertise: Extensive, relevant boardroom experience in specialty retail, consumer products and 4 +801% women-focused brands Successful M&A Track Record: Helped lead, including as Audit $78.7 bn Committee Chair, the sale of Time Warner Cable to Charter 5 Communications; director at CCE at time of company’s sale of North $12.3 bn American bottling operation to Coca-Cola Source: FactSet (5/15/26), Company filings 1) Total shareholder returns’ average over length of tenure are compared against S&P 500 average and assume dividends are re-invested on ex-dividend date. Donna James’s directorship at Marathon Petroleum includes her position as independent director from July 2011 16 through October 2018 but not subsequently as board advisor
A Multi-Year, Good-Faith Engagement with BBRC The Board evaluated Mr. Blundy twice through a robust process led by its Nominating and Governance Committee. Throughout its engagement, the Board acted in good faith and offered constructive alternatives to protect the Company and sustain Path to Potential momentum 2022 2023 2024 2025 2026 Initial Stake & BBRC Escalation and Renewed Board Seat Demand; Board Reevaluated, Proposed BBRC Launches Board Demands First Proposed Resolution; Engagement Alternative Resolution Proxy Fight Increased Conflict Concerns • Prior to AGM, Blundy • BBRC objected to David McCreight’s nomination and continued to insist that Mr. Blundy should • Accumulation stated preference for • In January, VS&Co • In January, Board rejected be appointed to Board and first call – reaffirmed it would smaller Board Blundy’s request to be added • On May 19th, following share purchases and Blundy’s unwillingness to confirm intended Blundy not appoint Mr. to the Board and proposed • Over the summer, BBRC ownership, VS&Co adopted a rights plan to protect the best interests of all shareholders referenced, Blundy and information-sharing objected to the Board’s among other reiterated prior • Over the summer, BBRC publicly criticized the Company’s performance, among other things, agreement, which he declined recent expansion to add things, his proposal for and expressed his desire to discuss his investment with the rest of the Board. In response, the a new member prior bid to constructive Company invited Mr. Blundy to present in-person to the full Board acquire resolution • In December, VS&Co raised • Following Blundy’s • In September, Blundy presented to the Board and demanded: 4 new directors (including Company from concerns about BBRC request, Nominating and himself and a 2nd BBRC rep.); 4 current directors resign including the Chair (and that he be L Brands • On May 1, VS&Co improperly accessing Governance Committee considered for the Chair role); 2 seats on comp. and audit committees (1 for a BBRC rep., 1 filed its proxy agreed to evaluate VS&Co sales data during for an independent); significant operational involvement for himself; a strategic re-set • Donna James statement and appointing Blundy as a store visits including a review of Adore Me and DailyLook; and termination of the rights plan stated it would not and Anne director candidate and renew the rights Sheehan met • VS&Co agreed to reevaluate Blundy and any other BBRC candidates (but BBRC never interviewed him plan with Blundy at • BBRC’s legal counsel identified anyone other than Blundy) his request to • Follow-up interview with confirmed BBRC had • In November, BBRC issued a public letter demanding Board representation and threatening a discuss the Blundy to discuss Board • On May 4, BBRC destroyed all sales and other proxy contest. Following an in-depth assessment the Board rejected Blundy as a director and lingerie sector launched a concerns with his confidential, trade secret explained its conduct, competitive and other concerns in detailed, private letters and VS&Co’s withhold candidacy, including information VS&Co contended performance • In December, VS&Co proposed a constructive cooperation agreement including a campaign potential reputational risk had been misappropriated mutually agreed independent director, a capital allocation review, a rights plan withdrawal to Company and a standstill, but BBRC rejected and continued to demand representation for Blundy 4+ years of engagement | 90+ discrete interactions | 2 comprehensive reviews of his candidacy | Multiple attempts at a constructive resolution Source: Company filings; for a more detailed background, please see pages 5-18 of the Company’s proxy supplement filed on DEFR 14A on May 11, 2026 17 Note: Timeline is not inclusive of all events
BBRC and Blundy’s Track Record Undercut the Legitimacy of Their Claims Concerns Facts and Assessment Conclusion This is BBRC’s brand, Léays – • No prior experience as a director of a U.S. public company Worst-in-Class look familiar? • Blundy’s statements during director candidate interviews raised questions regarding his understanding of the role and Governance and responsibilities and his preference for operational involvement instead of being involved in “Board stuff” O Instagram (10/23/25) Public Company • Lovisa (40% owned by BBRC and chaired by Mr. Blundy) has weak governance scores and has received five strikes in a row against its remuneration report, including shareholders outright rejecting the remuneration report at each of Lovisa's Oversight 1 last three shareholder meetings with 73-77% of votes cast against Reputational Issues • Pattern of hiring executives with a history of serious allegations of sexual harassment or other misconduct and Lack of Risk • Reported and alleged instances of harassment and highly inappropriate employee policies that occurred under Mr. O Blundy’s oversight at companies that he controlled or effectively controlled Oversight • Mr. Blundy’s new company, Léays, describes itself as a global lingerie, sleepwear and beauty brand, and appears designed to compete directly with Victoria’s Secret Conflicts / • Prior to the launch of this brand, a BBRC representative visited 17 VS&Co retail locations and misrepresented his relationship with VS&Co to get behind the Company’s registers, where he attempted to, and in a number of cases Competitive O succeeded in, accessing and taking pictures of confidential information Concerns • These efforts went beyond traditional shareholder channel checks or other typical “market checks” and instead involved misleading store employees and seeking unauthorized behind-the-counter access to confidential Company information Lack of Strategic • 4+ years of engagement without sharing specific value-creation ideas or insights for VS&Co – always insisting on the need Facebook (7/25/25) for additional information Contributions and • Demand Chair removal but have not presented an alternative strategy other than what management is already executing onO Disruptive Flip- • Constantly changing demands throughout the engagement (four directors, chair, executive input, etc.) Flopping Demands • Previously submitted a bid to acquire the Company and subsequently accumulated a significant ownership stake Prior • After three years of violating U.S. antitrust law, BBRC made corrective HSR filings which would enable purchases up to 49.99% Interest in Buying • BBRC undertook a rapid accumulation of shares at the same time as it was refusing to answer about its interest to acquire O Control the Company, leading to concerns that Mr. Blundy was trying to acquire creeping control of VS&Co without paying an appropriate premium to shareholders • Mr. Blundy and BBRC have prior investments in and exits from lingerie brands and have experience with retail platforms International Retail (including Lovisa) Value Creation P • However, his retail experience alone does not resolve the Board’s concerns, and his track record of businesses is not Track Record aligned with VS&Co’s brand ambitions Source: Public filings 18 1) In Australia, a strike is where 25% or more of the votes cast oppose the remuneration report resolution at a shareholder meeting
The Board’s Good Faith Engagement and Proposed Resolution We Proposed a Constructive Instead, BBRC Chose to Pursue a Distracting, Resolution Expensive Campaign • Invited Blundy to present to the Board and provide • No case for change – no differentiated strategy or input into the Company’s capital allocation strategy operational plan has been presented • Proposed a mutually-agreed independent director and • Focused on revisiting past decisions rather than joint cooperation agreement supporting forward progress • Offered an information-sharing agreement to enable • Introduces unnecessary distraction at a critical point in BBRC to receive confidential information and provide the Company’s transformation ongoing dialogue and input • Campaign initiated only after the Board declined to • Provided a clear path to incorporate Mr. Blundy’s input appoint Mr. Blundy, after he had threatened for months while maintaining strong governance standards to initiate a proxy fight The Board is prioritizing… BBRC is seeking… ü Stability and continued support for the Company’s û Board Chair removal in the middle of a successful strategy and leadership at a critical moment for the turnaround because the Board rejected him as a business to drive long-term value for all shareholders director 19
Comparing the Company’s Facts… VERSUS …BBRC’s Mischaracterizations 20
Setting the Record Straight on BBRC’s Misleading Claims Business and Strategy (TSRs) – The Full Picture N No o M Ma at tt te er r H Ho ow w Y Yo ou u S Sl li ic ce e I It t, , V Vi ic ct to or ri ia a’ ’s s S Se ec cr re et t i is s O Ou ut tp pe er rf fo or rm mi in ng g P Pe ee er rs s BBRC’s Claim Since Since Path to “VS has largely underperformed the S&P 500 Consumer Announcement of 6-Month 1-Year Potential Since Spin Hillary Super’s 3-Year TSR Discretionary Distribution & Retail Index and its peers TSR TSR Announcement (7/21/21) Appointment as CEO 1 since its 2021 spin-off” 3/5/25 2 8/14/24 29% 98% 107% 141% 78% 8% The Facts vs. Peers Used § BBRC is focused on the wrong time period. The long-term TSR is by Research +32% +79% +97% +155% +49% +49% affected by post-spin shareholder turnover, COVID peak 3 Analysts normalization, and prior management vs. FY25 Proxy +29% +91% +95% +135% +11% +20%§ BBRC’s white paper peer group is an arbitrary peer group, and he 4 Peer Group provides no third-party support, while we benchmark established sector indices and peers used by research analysts vs. FY26 Proxy +30% +96% +96% +144% +59% +22% 5 Peer Group § There is no perfect comparable for VS&Co., which is why we look at a basket of specialty retailers and refer to peers used vs. S&P 1500 by research analysts Specialty Retail +36% +104% +112% +138% +51% (16%) Index§ BBRC has cherry picked a subset of these specialty retail peers – AEO, ANF, GAP, URBN – who all differ from vs. S&P 600 VS&Co. in business mix, geographic mix, and brand +11% +70% +79% +114% +24% (24%) Small Cap positioning. All of these peers operate in the broader apparel category, and none focus on intimates specifically vs. S&P 500 Consumer § BBRC also includes WACLY – although WACLY is focused Discretionary +22% +80% +90% +103% (12%) (36%) on intimates, it has a vastly different operating model as it Distribution & relies primarily on wholesale channels; furthermore, a Retail Index majority of the company’s sales are generated in Japan § The current Board’s actions produced strong relative TSR since Hillary’s vs. BBRC White +40% +110% +97% +145% (72%) (28%) 6 appointment, since the Path to Potential, and over the last year Paper Peers Source: FactSet (5/15/26) Brothers announced on 12/27/24 and Hanesbrands’ sale to Gildan announced on 8/13/25 1) BBRC presentation from May 18, 2026 5) Includes fiscal 2026 executive compensation committee proxy peers, comprised of Abercrombie & Fitch, American Eagle, Bath & Body Works, Capri, 2) Calculations are based on the unaffected trading day (i.e., 8/13/24, the trading day immediately prior to announcement) Columbia, Gap Inc., G-III, Levi Strauss, Lululemon, PVH, Ralph Lauren, Signet, Tapestry, Ulta Beauty, Under Armour, Urban Outfitters, VF Corp. and Williams- 3) Analyst peer group includes peers referenced by at least one analyst in initiating coverage research reports and is comprised of Abercrombie & Fitch, Sonoma. Hanesbrands has been excluded from the calculation due to its announced sale to Gildan on 8/13/25 American Eagle, Gap, Urban Outfitters, Levi, Buckle, Carters, Torrid, Lululemon, Aritzia, Bath & Body Works, Capri, Dillard’s, Genesco, J.Jill, Kohl’s, Macy’s, 6) Includes American Eagle, Abercrombie & Fitch, Gap Inc., Urban Outfitters, and Wacoal Holdings The Children’s Place, Tilly’s, Tapestry, Zumiez, H&M, Industria de Diseno Textil (Inditex) and Vera Bradley 4) Includes fiscal 2025 executive compensation committee proxy peers, comprised of Abercrombie & Fitch, American Eagle, Bath & Body Works, Burlington, Capri, Gap Inc., G-III, Levi Strauss, Lululemon, PVH, Ralph Lauren, Ross, Tapestry, Ulta Beauty, Under Armour, Urban Outfitters, VF Corp. and Williams- 21 Sonoma. Big Lots and Hanesbrands have been excluded from the calculation due to Big Lots’ Chapter 11 filing on 9/9/24 and subsequent sale to Gordon
Setting the Record Straight on BBRC’s Misleading Claims Business and Strategy (Capital Allocation) “Failed Capital BBRC’s Claim 1 VS&Co’s Board Has Taken a Disciplined and Balanced Approach to Capital Allocation Allocation” Capex investment of ~3% of sales, focused Paid down ~$150M in debt and halved $625mm in shares repurchased since FY21 on enhancing the customer experience 2 net leverage ratio since FY23 and strengthening technology capabilities 1.5x 3 $625M 1.3x 3 $500M 3 $256M $250M $187M 0.7x $178M FY23 FY24 FY25 FY21 FY22 FY23 FY23 FY24 FY25 BBRC does not clearly define the time period for the VWAP used to compare VS&Co’s weighted average repurchase price. The VWAP periods referenced in BBRC’s analysis do not reconcile to the headline claim nor do they reflect the specific windows when the Company was actually repurchasing shares. Measured against the appropriate benchmark – VWAP during the actual repurchase period for each respective buyback – VS&Co bought shares at a ~2% discount to VWAP. The Company’s weighted average repurchase price of 4 $44.42 also represents a 3% discount to VS&Co’s current share price Source: Company filings 1) BBRC letter from June 9, 2025 2) References non-GAAP financial measure. Net leverage ratio is calculated based on adjusted EBITDA. Refer to “Non-GAAP Financial Measures” in the Appendix for additional information, including a reconciliation of adjusted EBITDA and net leverage ratio to the most directly comparable GAAP financial measure 3) Reflects cumulative spend on share repurchases since spin-off completion date as of 8/3/21 22 4) Current price as of 5/15/26 and volume weighted average price over the course of the repurchase
Setting the Record Straight on BBRC’s Misleading Claims – Board and Governance BBRC’s Claim The Facts Select VS&Co Proof Points Board has taken 3 1 <5 VS&Co has a highly engaged, experienced and decisive action “Board refreshes haven’t recently refreshed Board, having added three under the 1 New independent New CEO years as a public gone far enough” leadership of new independent directors since 2022 directors since 2022 since 2024 company Donna James 3 Say-on-Pay Support Our payout plan should be “25% of votes cast the 2025 Excluding BBRC’s “Against” vote, Company has evaluated against our disclosed 99% 97% 95% 91% annual meeting opposed the incentive framework – not against received ~96% average Say-on-Pay support BBRC’s policy which represents compensation of named 85% 83% 76% 2 since first Annual Meeting one investor’s view and is not 1 executive officers” 2022 2023 2024 2025 specific to our Company As Reported Vote Results (ex. BBRC) Rationale in May 2025 for adopting the pill: The Board determined not to extend the pill: “The Board determined to Board adopted short-term rights plan in light of Less than a month before 2025 AGM, Board We engaged in robust dialogue with our entrench itself by believed it needed to act quickly to protect the shareholders and Board affirmatively BBRC’s rapid accumulation and Mr. Blundy’s unilaterally adopting a interests of other shareholders; BBRC had determined to let the pill expire in desire to join the Board 1 violated antitrust laws and had ability to buy accordance with its terms restrictive poison pill” 49.99% of Company Upon detection of a breach on May 24, 2025: Since becoming an Board acted swiftly, with third-party experts, • We immediately enacted our response protocols independent company in 2021, “Mishandled cybersecurity to eradicate unauthorized network access to contain and eradicate unauthorized network VS&Co has not experienced a 1 access; third-party experts were engaged incident” and prevent incident from becoming material cybersecurity or • Incident was resolved, with all systems restored information security breach a material breach and fully operational in Q2 2025 We continue to actively assess Adore Me and “Mariam Naficy … will not Mariam decided not to stand for election in light Capital allocation decisions are evaluate opportunities to optimize it within our stand for reelection … an of her near-term professional commitments and made collectively by the full portfolio, consistent with our Path to Potential admission of the deal’s the time required to engage in a proxy contest – Board, not any single director strategy, which was announced in March 2025, and 1 that strategy's focus on core growth drivers failure” it had nothing to do with Adore Me Source: Company filings, Public filings 1) BBRC’s presentation from May 18, 2026 2) Calculated by subtracting BBRC’s disclosed ownership position in each corresponding proxy statement from the “Against” tally reported in the vote results after each Annual Meeting 23 3) Percent support calculated as: For / (For + Against)
Setting the Record Straight on BBRC’s Misleading Claims – Donna James BBRC’s Claim The Facts Select VS&Co Proof Points VS&Co has only operated as an independent “Ms. James’ 25-Year Victoria’s Secret and its Board have existed public company since 2021 following its Tenure Has Led to independently for five years. Bath & Body Works – separation from the significantly larger and Weakened diversified L Brands organization. Since then, not VS&Co – was the legal successor to L Brands 1 the Board has substantially refreshed Objectivity” 2023 2024 2025 “Stockholder Support Shareholder Ms. James continues to receive strong for Ms. James' shareholder support despite a targeted Support for 98% 88% 87% activism campaign, reflecting confidence in the Donna Reelection Has Board’s oversight of VS&Co transformation ”1 (ex. BBRC) Dwindled Select Boards on Which Ms. James Has Served As independent Chair Ms. James provides “No executive governance oversight and strategic leadership, 2 experience at a retail or complemented by a Board that includes Current / Former consumer brands multiple current and former retail and public Retail CEOs on the 1 company CEOs with deep operating expertise company” VS&Co Board Source: FactSet (5/15/26), Company filings, Public filings 24 1) BBRC’s presentation from May 18, 2026
Setting the Record Straight on BBRC’s Misleading Claims – Engagement with BBRC BBRC’s Claim The Facts Select VS&Co Proof Points Owns a “The Board ... concocted The Board acknowledges Blundy’s operational 2 17 3 “global unsubstantiated reasons why experience in low-cost retail BUT identified lingerie, BBRC portfolio Number of years Store visits by BBRC Mr. Blundy could not serve as significant reputational, legal, conflict of interest companies with sleepwear and BBRC violated U.S. while misrepresenting 1 reported allegations a director” and governance risks with his candidacy antitrust laws beauty brand” affiliation with VS&Co of misconduct “Subjecting BBRC’s We did not seek to be The Board followed its regular engagement and L Brands Settlement creates a founder to hours-long confrontational, but were merely evaluation process but given the risks high bar for director deposition-style seeking relevant information to identified, further diligence was required qualifications 1 interrogations” questions he refused to answer “This apparent attempt to The Board engaged with BBRC extensively over Multiple 4+ 90+ 2 attempts at a smear Mr. Blundy’s name 4 years and attempted repeatedly to reach a Years of Discrete Fulsome reviews of constructive highlights the Board’s double private resolution, but Mr. Blundy launched a engagement interactions his candidacy 1 resolution standard” public proxy fight since 2022 How BBRC Describes Brett Blundy on Page 7 of Their Deck Mr. Blundy demanded to be on the Board multiple times, asked for 4 seats along with committee roles and significant operational involvement. He never proposed anyone but himself and “BBRC is not seeking to launched this proxy fight after the Board 1 BBRC’s Recommended Focus Area for a New Board Chair on Page 35 install itself on the Board” rejected him as a director. Blundy’s latest flip-flopping demand is to remove the Company’s Chair in the middle of a turnaround that is working Source: Company filings, Public filings 25 1) BBRC’s presentation from May 18, 2026
Vote FOR Victoria’s Secret’s Board and Our Continued Momentum 26
Vote FOR Victoria’s Secret’s Board and Our Continued Momentum The Path to Potential Is Delivering — Don’t Disrupt the Momentum Donna and the Board Took Decisive Action and the Turnaround Is Working ü Recruited Hillary Super and refreshed more than half of the senior leadership team ü Launched the Path to Potential Strategy focused on bras, PINK, beauty and disciplined execution. Actively optimizing Company portfolio and announced review for DailyLook 1 ü Total shareholder return of 141% since new CEO announcement is significantly outperforming peers and indices under the new leadership team and strategy 2 ü The market is recognizing our potential – since the announcement of Hillary’s appointment as CEO, the median analyst price target has increased by 283% The Right Changes Have Already Been Made ü The Board recognized the need for change and delivered a course correction by strengthening leadership, improving execution and accelerating growth ü Donna led the transition to a new public company, the CEO change and the strategic reset which is now driving results and outperformance ü Supported by a Board with extensive retail and public company CEO experience ü Continuing execution – not boardroom disruption – is the best path to sustained shareholder value creation BBRC Offers Distraction and Risk – Not a Better Plan No alternative operating strategy O O No differentiated value creation framework O A campaign focused on revisiting the past and Brett Blundy instead of supporting the momentum underway today Source: FactSet (5/15/26), Analyst Research 1) FactSet (5/15/26). Calculations are based on the unaffected trading day (i.e., 8/13/24, the trading day immediately prior to announcement). Performance relative to: analyst peer group, which includes peers that at least one analyst references in initiating coverage research reports and is comprised of Abercrombie & Fitch, American Eagle, Gap, Urban Outfitters, Levi, Buckle, Carters, 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 DisenoTextil(Inditex) and Vera Bradley; the S&P 500 Consumer Discretionary Distribution & Retail Index, which is a point of comparison referenced by BBRC in its public letter dated May 4, 2026 (the index consists of S&P 500 companies classified under the distribution & retail sub-industry groups within the broader Consumer Discretionary sector of the GICS (Global Industry Classification Standard)); andthe S&P 600 Small Cap 27 2) Median of latest analyst research target prices as of May 15, 2026 measured against median of latest analyst research target prices as of August 13, 2024, the date before the public announcement of Ms. Super’s appointment
Appendix 28
Setting the Record Straight on BBRC’s Misleading Claims Business and Strategy (Comparison to Aerie) Key Facts about VS&Co Why BBRC’s Lens Is Misleading BBRC’s Claim Different business mix “Aerie is the closest direct VS&Co is intimates-led O competitor to VS&Co, and VS has Only ~1/3¹ of Aerie’s business is intimates and the VS&Co is fundamentally intimates-led, with bras, panties, delivered weaker revenue growth key drivers of its topline growth have been in non- lingerie and PINK at the core, supported by beauty and relative to its closest peer” intimates categories, in particular its OFFLINE active lifestyle adjacencies wear sub-brand “VS has delivered inferior operating Aerie has a fundamentally different brand VS&Co’s brands each have distinct positioning O margins relative to Aerie” positioning Victoria’s Secret is rooted in a sexy, glamorous, Its brand identity is rooted in body positivity and accessible luxury positioning targeting 25- to 35-year-olds comfort PINK is rooted in its bold, playful and irreverent DNA – an iconic lifestyle brand for Gen Z The Facts BBRC makes misleading apples-to-oranges O Use WholeCo / adjusted lens comparisons between Aerie and VS&Co’s • Aerie is not the closest direct margins AEO WholeCo is a structurally more comparable competitor to VS&Co benchmark; in this context, VS&Co’s FY25 adj. operating Aerie is a segment within AEO and the operating income rate is 23bps higher than that of AEO’s adj. income that BBRC uses to compare against VS&Co • BBRC’s margin comparison is operating margin of 5.9%. VS&Co also trade at a higher does not reflect any allocated corporate expenses, mismatched and misleading TEV / NTM Adj. EBITDA multiple² which any WholeCo operating income margin would include Source: Company filings, Management materials, FactSet (5/15/26) rate, expressed as a percentage of net sales, is a non-GAAP financial measure. Adjusted EBITDA is a non-GAAP financial measure. Refer to “Non-GAAP Note: Segment operating income is not directly comparable to WholeCo operating income unless corporate-level costs / unallocated expenses are reflected Financial Measures” in the Appendix for additional information, including a reconciliation of adjusted operating income and adjusted EBITDA to the most 1) Represents Aerie business mix disclosed on Q2 2026 Earnings Call; approximate share of revenue in intimates directly comparable GAAP financial measure 29 2) VS&Co trades at TEV / NTM Adj. EBITDA multiple of 9.2x versus AEO 6.6x as of 5/15/26 based on FactSet Consensus estimates. Adjusted operating income
Setting the Record Straight on BBRC’s Misleading Claims Business and Strategy (FY21 to FY25 Track Record) BBRC’s analysis uses an inappropriate FY21 peak / post-COVID reopening base and ignores the Company’s current trajectory: VS&Co is now prioritizing profitable growth, improving margins despite tariff and disruption pressure, and actively managing the store fleet to increase productivity rather than simply maximize store count “ “S Si in nc ce e i it ts s 2 20 02 21 1 s sp pi in n- -o of ff f, , t th he e b bo oa ar rd d h ha as s d de es st tr ro oy ye ed d s si ig gn ni if fi ic ca an nt t s st to oc ck kh ho ol ld de er r v va al lu ue e” ” BBRC’s Claim § FY21 is the wrong base year § It was a post-COVID-19 reopening peak, not a normalized benchmark § The business has a smaller store footprint today than in 2021. Store base contraction is not evidence of failure – it is active fleet management § The current business is improving; growth has returned and margins are expanding YoY Comp Sales % 1 Adj. Operating Income Rate % 5% 6.1% 0% 6.0% 5.3% (9%) The Facts FY23 FY24 FY25 FY23 FY24 FY25 § In FY25, VS&Co delivered +5% comparable sales, $403mm of adjusted operating income¹, and $3.00 of adjusted EPS¹, all above guidance. The Company also delivered a 37.0% adjusted gross profit¹ rate despite ~$130M² of gross tariff pressure § The improvement is expected to continue: FY26 guidance calls for $6.85–$6.95B of net sales, $430–$460M of operating income, and $3.20–$3.45 of EPS § FY25 SG&A has increased since 2021, but the comparison is explainable § FY25 included long-lived asset impairment charges, deliberate increases in brand-building marketing investment, and increases in store selling expense tied to sales growth § The Company is intentionally protecting product and customer experience investment but has done meaningful cost take out, which has lowered the leverage point Source: Company filings 1) Represents non-GAAP financial measure. Adjusted operating income rate, expressed as a percentage of net sales, is a non-GAAP financial measure. Adjusted earnings per share is defined as adjusted net income per diluted share. Refer to “Non-GAAP Financial Measures” in the Appendix for additional information, including a reconciliation of adjusted gross profit, adjusted operating income and adjusted net income attributable to VS&Co (referred to herein as “adjusted net income”) to the most directly comparable GAAP financial measure 30 2) Reflects $130M of gross tariff – negative impact of $85M to operating income net of mitigation efforts
Compensation Aligned with Performance and Supported by Shareholders 1 VS&Co TSR Significantly Outperformed Peers by 44% … …While VS&Co’s Total CEO Compensation Was Essentially the Same ($ in millions) 1 FY 2025 Total Shareholder Returns 2025 Total CEO Compensation +44.3% +2.1% $14.4 $14.1 49.9% 5.6% 2 3 Victoria's Secret & Co. Proxy Peer Average Victoria's Secret & Co. Proxy Peer Average Excluding BBRC, Shareholders Consistently and Overwhelmingly Support Our Pay Program 4 Say-on-Pay Support 99.1% 97.0% 95.4% 91.2% 84.6% 83.0% 75.9% 2022 2023 2024 2025 As Reported Vote Results (ex. BBRC) 5 5 ~96% Average Say-on-Pay support since first Annual Meeting (ex. BBRC) Source: Company Filings, FactSet, Glass Lewis, Innisfree, ISS 1) Total shareholder return from 1/31/2025-1/30/2026 2) Includes fiscal 2025 proxy peers; excludes Big Lots, Inc. and Hanesbrands Inc. 3) Includes most recently disclosed total CEO compensation for fiscal 2025 proxy peers; includes average compensation of co-CEOs at lululemon athletica inc. 4) Percent support calculated as: For / (For + Against) 5) Calculated by subtracting BBRC’s disclosed ownership position in each corresponding proxy statement 31 from the “Against” tally reported in the vote results after each Annual Meeting
Compensation Program Aligned with Strategic Priorities Incentives Aligned with Business Goals Short-Term Incentive Plan At-Risk Pay is Directly Tied to Performance Adjusted ü 75% weighting across Spring, Fall and Annual performance periods FY 2025 Target CEO Pay Mix ü Directly linked to long-term strategic plan and sustainable stockholder value Operating Income Base ü 25% weighting across Spring, Fall, and Annual performance periods Net Sales 11% ü Aligned with strategic plan to be a profitable growth company ü Focuses leadership on key objectives critical to the Company's long-term Long-Term Annual Cash success, including initiatives that may not immediately affect net sales or Incentive Incentive operating income Strategic Modifier 70% 19% ü ±15% modifier for executive leadership ü 2025 focus areas: tariff mitigation and strategic change leadership Long-Term Incentive Plan Adj. Operating ü 50% of PSUs tied to 3-year adj. operating income goals ü Designed to support sustained profitability and long-term stockholder value Income Growth ü 50% of PSUs tied to 3-year relative TSR vs. the S&P 1500 Specialty Retail Index Relative TSR ü Measures performance against specialty retail peers facing similar market conditions of compensation is at-risk, including ü CEO LTI is 60% PSUs / 40% RSUs LTI Mix and 89% ü Other executive officers’ LTI is 50% PSUs / 50% RSUs 70% tied to long-term value creation Vesting ü PSUs vest after a 3-year performance period; RSUs vest over 3 years Source: Company Filings 32
Forward-Looking Statements As used in this document, “we,” “us,” “our” or the “Company” refers to Victoria’s Secret & Co. (together with its subsidiaries unless the context otherwise requires). Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995 This document contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements, which may be identified by words such as “estimate,” “commit,” “will,” “target,” “forecast,” “goal,” “project,” “plan,” “believe,” “seek,” “strive,” “expect,” “anticipate,” “intend,” “continue,” “potential” or the negative of these words and any similar expressions, involve risks and uncertainties, many beyond our control, and are not guarantees of future performance. Actual results may differ materially from those expressed or implied in any forward-looking statement. Factors that could cause actual results to differ include, among others: general economic conditions, inflation, and changes in consumer confidence and consumer spending patterns; market disruptions; uncertainty in the global trade environment, including tariffs and retaliatory measures; our ability to successfully implement our strategic plan; leadership changes and turnover in key positions; our ability to source, produce, distribute and sell merchandise globally, including risks related to geopolitical conflicts, supply chain disruptions (and related pricing impacts), currency fluctuations and labor disputes; fluctuations in freight, product input and energy costs; cybersecurity risks and our ability to maintain data security and privacy; shareholder activism matters; and other risks and uncertainties described in “Item 1A. Risk Factors” in our 2025 Annual Report on Form 10-K filed with the SEC on March 20, 2026. All forward-looking statements are made only as of the date of this document. Except as may be required by law, we assume no obligation to make publicly available any update or other revisions to any of the forward-looking statements contained in this document. Non-GAAP Financial Measures This document includes non-GAAP financial measures that present gross margin, operating income, net income and earnings per share (EPS), 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 tables that follow reconcile the most directly comparable GAAP financial measure to each non-GAAP financial measure. The tables round to one decimal place; there may be immaterial differences between the numbers shown in the reconciliation and the preceding presentation slides due to rounding. 33
Victoria’s Secret & Co. Non-GAAP Financial Information (In millions except per share amounts) (Unaudited) (1/3) Fiscal Year Reconciliation of Reported to Adjusted Gross Profit 2025 2024 2023 Reported Gross Profit - GAAP $2,384 $2,284 $2,242 % Net Sales 36.4% 36.7% 36.3% 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 - 3 Adore Me Acquisition-related Items (g) - - 29 Equity Method Investment Impairment and Related Charges (h) - 22 - Adjusted Gross Profit $2,427 $2,306 $2,274 % Net Sales 37.0% 37.0% 36.8% Reconciliation of Reported to Adjusted General, Administrative and Store Operating Expenses Reported General, Administrative and Store Operating Expenses – GAAP $2,113 $1,974 $1,996 % Net Sales 32.3% 31.7% 32.3% Adore Me Long-Lived Assets Impairment (a) (116) - - Interchange Fee Settlement (b) 69 - - Amortization of Intangible Assets (e) (19) (25) (25) Organizational Restructuring and Other One-time Items (f) (17) (13) (8) Adore Me Acquisition-related Items (g) (6) (4) (16) Adjusted General, Administrative and Store Operating Expenses $2,024 $1,933 $1,947 % Net Sales 30.9% 31.0% 31.5% Reconciliation of Reported to Adjusted Operating Income Reported Operating Income – GAAP $271 $310 $246 % Net Sales 4.1% 5.0% 4.0% 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) 19 25 25 Organizational Restructuring and Other One-time Items (f) 20 13 11 Adore Me Acquisition-related Items (g) 6 4 45 Equity Method Investment Impairment and Related Charges (h) - 22 - Adjusted Operating Income $403 $373 $327 % Net Sales 6.1% 6.0% 5.3% 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 operation 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, 2024 and 2023, we recognized amortization expense of $19 million, $25 million and $25 million ($14 million, $19 million and $19 million after-tax, respectively) in general, administrative and store operating expense, related to our definite-lived intangible assets f) In 2025, 2024 and 2023 we recognized pre-tax charges of $20 million, $13 million and $11 million ($16 million, $11 million and $8 million after-tax, respectively), $17 million, $13 million and $8 million included in general, administrative and store operating expense and $3 million, $0 million and $3 millions 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 g) In 2025, 2024 and 2023 we recognized pre-tax expense of $6 million, $9 million and $50 million ($5 million, $6 million and $42 million after-tax, respectively) related to the financial impact of purchase accounting items and professional service costs related to the acquisition of Adore Me. These items include expense of $6 million, $4 million and $16 million, respectively, included in general, administrative and store operating expense and interest expense of $0 million, $5 million and $5 million, respectively. Additionally, expense of $29 million is in costs of goods sold, buying and occupancy expense in 2023 34 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
Victoria’s Secret & Co. Non-GAAP Financial Information (In millions except per share amounts) (Unaudited) (2/3) Fiscal Year Reconciliation of Reported to Adjusted Net Income Attributable to Victoria's Secret & Co. 2025 2024 2023 Reported Net Income Attributable to Victoria's Secret & Co. - GAAP $161 $165 $109 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) 19 25 25 Organizational Restructuring and Other One-time Items (f) 20 13 11 Adore Me Acquisition-related Items (g) 6 9 50 Equity Method Investment Impairment and Related Charges (h) - 22 - Tax Effect of Adjusted Items (55) (16) (17) Adjusted Net Income Attributable to Victoria's Secret & Co. $250 $218 $178 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 $1.39 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) 0.17 0.23 0.24 Organizational Restructuring and Other One-time Items (f) 0.19 0.13 0.11 Adore Me Acquisition-related Items (g) 0.07 0.08 0.53 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 $2.27 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 operation 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, 2024 and 2023, we recognized amortization expense of $19 million, $25 million and $25 million ($14 million, $19 million and $19 million after-tax, respectively) in general, administrative and store operating expense, related to our definite-lived intangible assets f) In 2025, 2024 and 2023 we recognized pre-tax charges of $20 million, $13 million and $11 million ($16 million, $11 million and $8 million after-tax, respectively), $17 million, $13 million and $8 million included in general, administrative and store operating expense and $3 million, $0 million and $3 millions 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 g) In 2025, 2024 and 2023 we recognized pre-tax expense of $6 million, $9 million and $50 million ($5 million, $6 million and $42 million after-tax, respectively) related to the financial impact of purchase accounting items and professional service costs related to the acquisition of Adore Me. These items include expense of $6 million, $4 million and $16 million, respectively, included in general, administrative and store operating expense and interest expense of $0 million, $5 million and $5 million, respectively. Additionally, expense of $29 million is in costs of goods sold, buying and occupancy expense in 2023 35 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
Victoria’s Secret & Co. Non-GAAP Financial Information (In millions except per share amounts) (Unaudited) (3/3) Fiscal Year Reconciliation of Reported to Adjusted Net Income Attributable to Victoria's Secret & Co. 2025 2024 2023 Net Income Attributable to Victoria's Secret & Co. - GAAP $161 $165 $109 Interest Expense 70 86 99 Income Tax Expense 19 52 31 Depreciation and Amortization Expense 238 258 284 EBITDA $488 $561 $523 Reconciliation of EBITDA to Adjusted EBITDA EBITDA $488 $561 $523 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 - - Organizational Restructuring and Other One-time Items (f) 20 13 11 Adore Me Acquisition-related Items (g) 6 4 45 Equity Method Investment Impairment and Related Charges (h) - 22 - Adjusted EBITDA $613 $600 $579 Reconciliation of Net Leverage Calculation Debt $975 $977 $1,124 Cash 518 227 270 Net Debt $457 $750 $854 Adjusted EBITDA 613 600 579 Net Leverage 0.7 1.3 1.5 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 operation 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, 2024 and 2023, we recognized amortization expense of $19 million, $25 million and $25 million ($14 million, $19 million and $19 million after-tax, respectively) in general, administrative and store operating expense, related to our definite-lived intangible assets f) In 2025, 2024 and 2023 we recognized pre-tax charges of $20 million, $13 million and $11 million ($16 million, $11 million and $8 million after-tax, respectively), $17 million, $13 million and $8 million included in general, administrative and store operating expense and $3 million, $0 million and $3 millions 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 g) In 2025, 2024 and 2023 we recognized pre-tax expense of $6 million, $9 million and $50 million ($5 million, $6 million and $42 million after-tax, respectively) related to the financial impact of purchase accounting items and professional service costs related to the acquisition of Adore Me. These items include expense of $6 million, $4 million and $16 million, respectively, included in general, administrative and store operating expense and interest expense of $0 million, $5 million and $5 million, respectively. Additionally, expense of $29 million is in costs of goods sold, buying and occupancy expense in 2023 36 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