DEFA14A

DEFA14A 1 d122770ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☒	Definitive Additional Materials

☐	Soliciting Material under § 240.14a-12

Victoria’s Secret & Co.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Explanatory Note

On May 11, 2026, Victoria’s Secret & Co. (“VS&Co” or the “Company”) filed with the Securities and Exchange Commission (“SEC”) and began the process of printing a supplement (the “Proxy Supplement”) to its Proxy Statement (the “Proxy Statement”) for the Company’s 2026 Annual Meeting of Stockholders (including any adjournment or postponement thereof, the “Annual Meeting”).

The Company is filing these definitive additional materials solely to correct certain inadvertent errors contained within the table filed with the SEC in the section entitled “Information Regarding Transactions in the Company’s Securities by Participants” included in the Appendix to the Proxy Supplement. The correct table, which is included in the printed version of the Proxy Supplement that will be distributed to certain stockholders of the Company, is set forth below:

Company Securities Purchased or Sold

(May 1, 2024 through May 11, 2026)


Name	Transaction Date		Number of Securities			Transaction Notes
Irene Chang Britt		06/18/2025		7,440
		06/13/2024		7,796
Sarah Davis		06/18/2025		7,304
		06/13/2024		7,654
Donna James		04/02/2026		2,175
		06/18/2025		12,739
		09/12/2024		1,000
		06/13/2024		12,210
Jacqueline Hernández		06/18/2025		7,304
		06/13/2024		7,654
Rod Little		06/18/2025		6,761
		06/13/2024		7,084
David McCreight		06/18/2025		7,304
		04/03/2025		3,246
Lauren Peters		06/18/2025		7,440
		06/13/2024		7,796
Anne Sheehan		04/02/2026		633
		06/18/2025		7,304
		06/13/2024		7,654
Hillary Super		03/19/2026		80,662
		03/19/2026		(23,294	)
		10/07/2025		(39,045	)
		03/19/2025		142,066
		10/07/2024		237,800
Scott Sekella		03/19/2026		30,765
		02/03/2026		(2,061	)
		09/02/2025		11,161
		02/03/2025		21,484


Melinda McAfee	03/19/2026	16,546
	03/19/2026	(13,445	)
	03/16/2026	(11,679	)
	02/19/2026	20,256		1
	10/31/2025	(2,221	)
	03/19/2025	53,621
	03/19/2025	(7,764	)
	03/16/2025	(7,351	)
	02/20/2025	9,400
	10/31/2024	(1,020	)
	08/18/2024	(214	)
	05/19/2024	(1,328	)
Mariam Naficy	06/18/2025	6,625
	06/13/2024	6,942

Transaction Descriptions

1	The reported acquired securities represent shares issued in settlement of performance share units granted on March 16, 2023 for which the Human Capital and Compensation Committee has certified achievement of performance.

Except as described in this Explanatory Note, the information contained in the Proxy Statement, as supplemented and amended by the Proxy Supplement, remains unchanged.

SEC Form DEFA14A filed by Victorias Secret & Co.