Every material Form 8-K Bath & Body Works has filed with the SEC since August 28, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
On September 21, 2026, Bath & Body Works' compensation committee granted CEO Daniel Heaf a performance stock unit award with a target value of $10 million, equal to 591,366 shares. The award vests only if the average closing stock price over any 60 consecutive trading days reaches $40, $60, $80 or $100 during a four-year performance period, tying a large part of his pay to share price gains.
Target value of $10 million, equal to 591,366 shares of common stock, granted September 21, 2026 to CEO Daniel Heaf
Payout ranges from 75% to 200% of target at stock price goals of $40, $60, $80 and $100 over a four-year performance period
Earned units vest on the fourth anniversary of the grant date, generally subject to continued employment; earned amount is halved if total shareholder return ranks below the 55th percentile of the S&P 1500 Consumer Discretionary Distributio
Bath & Body Works reported second-quarter 2026 net sales of $1,514 million, down 2.3% from a year earlier, while diluted earnings per share rose to $0.58 from $0.30. The company raised its full-year 2026 diluted EPS guidance to $3.13 to $3.33 and narrowed its net sales decline forecast to 4% to 2.5%, but the quarter included about $80 million of tariff refunds, and third-quarter EPS guidance of $0.05 to $0.10 is below the $0.37 reported a year earlier.
Q2 2026 net sales of $1,514 million, down 2.3% from $1,549 million; Direct net sales rose 3.0% to $275 million
Q2 diluted EPS of $0.58 vs. $0.30; adjusted EPS of $0.62 vs. $0.37. Excluding about $80 million of tariff refunds, adjusted EPS would have been $0.31
Full-year 2026 diluted EPS guidance raised to $3.13 to $3.33; adjusted EPS guidance $2.60 to $2.80; net sales guidance narrowed to a decline of 4% to 2.5%
Q3 2026 diluted EPS guidance of $0.05 to $0.10 (adjusted $0.07 to $0.12) vs. $0.37 (adjusted $0.35) in Q3 2025
Bath & Body Works reported first quarter 2026 net sales of $1,378 million, down 3% from a year earlier, and reaffirmed its full-year 2026 guidance. Reported earnings per diluted share rose to $0.90 from $0.49, but that figure includes an $88 million pre-tax litigation settlement gain and a $62 million tax benefit, while adjusted EPS was $0.32 versus $0.49 last year. Chief Financial Officer Eva Boratto will step down June 12, and Tom Javitch will serve as interim CFO while the company searches for a successor.
Q1 2026 net sales were $1,378 million, down 3% from $1,424 million in Q1 2025.
Reported diluted EPS was $0.90 versus $0.49; adjusted diluted EPS was $0.32 versus $0.49.
Full-year 2026 guidance reaffirmed: net sales down 4.5% to 2.5%, adjusted diluted EPS $2.40 to $2.65.
Second-quarter 2026 diluted EPS is expected at $0.20 to $0.25; CFO Eva Boratto steps down June 12 and Tom Javitch becomes interim CFO.
Bath & Body Works reported fourth-quarter 2025 net sales of $2,724 million, down 2%, and diluted EPS of $1.99 versus $2.09 a year earlier. It guided fiscal 2026 net sales down 4.5% to 2.5% and adjusted diluted EPS of $2.40 to $2.65, compared with adjusted EPS of $3.21 in 2025, which signals lower profit for shareholders.
Q4 2025 net sales were $2,724 million, down from $2,788 million; operating income was $599 million versus $678 million.
Q4 2025 diluted EPS was $1.99 ($2.05 adjusted), compared with $2.09 a year earlier.
Full-year 2026 guidance: net sales down 4.5% to 2.5%; adjusted diluted EPS of $2.40 to $2.65, compared with $3.21 in 2025.
Company expects free cash flow of approximately $600 million in fiscal 2026 and assumes no share repurchases.
Bath & Body Works said Chief Legal Officer and Corporate Secretary Michael Wu ceased serving in that role effective February 24, 2026, and the company has started a search for a successor. Wu will stay on as a non-executive employee until his expected separation date of about March 27, 2026, and his exit will be treated as a termination without cause under his 2022 severance agreement, subject to a release of claims.
Michael Wu ceased as Chief Legal Officer and Corporate Secretary effective February 24, 2026
Expected separation date on or about March 27, 2026, subject to continued good standing and a release of claims
Wu remains subject to perpetual confidentiality, one-year non-solicitation and nine-month non-competition covenants
Bath & Body Works reported third-quarter 2025 net sales of $1.6 billion, down 1%, and diluted earnings per share of $0.37, compared with $0.49 a year earlier. The company lowered its fourth-quarter and full-year 2025 guidance, citing current business trends and continued consumer pressures, and announced a Consumer First Formula plan with $250 million in cost savings over two years.
Third-quarter net sales were $1,594 million, down from $1,610 million; net income was $77 million, compared with $106 million a year earlier.
Fourth-quarter 2025 net sales are expected to decline by high single digits, and diluted EPS is expected to be at least $1.70, compared with $2.09 in the fourth quarter of 2024.
Full-year 2025 net sales are now expected to decline by low single digits, versus prior guidance of 1.5% to 2.7% growth; diluted EPS is expected to be at least $2.83, compared with $3.61 in fiscal 2024.
The Consumer First Formula plan targets $250 million in cost savings over two years, with over half identified for 2026.
Bath & Body Works reported second-quarter 2025 net sales up 1.5% to $1.549 billion, but diluted earnings per share fell to $0.30 from $0.68 a year earlier, and adjusted EPS was flat at $0.37. The company raised the low end of its full-year adjusted EPS guidance to $3.35 from $3.25 and expects a larger share repurchase, but its full-year GAAP EPS guidance of $3.28 to $3.53 is below 2024's $3.61.
Q2 net sales were $1,549 million, up from $1,526 million, while net income fell to $64 million from $152 million.
Adjusted EPS was $0.37, flat with last year; adjusted operating income was $172 million versus $183 million.
Full-year 2025 adjusted EPS guidance is $3.35 to $3.60, with the low end raised from $3.25; GAAP EPS guidance is $3.28 to $3.53 versus $3.61 in fiscal 2024.
Share repurchase expectation for 2025 rose to $400 million from $300 million; third-quarter EPS is expected at $0.37 to $0.45 versus $0.49 a year earlier.
Bath & Body Works reported first quarter 2025 net sales of $1,424 million, up 2.9%, and earnings of $0.49 per diluted share, up from $0.38, with EPS above the high end of its guidance range. The company maintained its full-year 2025 guidance and gave second quarter EPS guidance of $0.33 to $0.38, and it said the CEO transition could reduce 2025 EPS by about $0.05, which its guidance excludes.
Q1 net sales $1,424 million, up 2.9% from $1,384 million; diluted EPS $0.49 vs. $0.38, above the high end of guidance.
Full-year 2025 guidance maintained: net sales growth of 1% to 3% and diluted EPS of $3.25 to $3.60, including current tariff rates.
Q2 2025 guidance: net sales flat to up 2%; diluted EPS of $0.33 to $0.38, vs. $0.37 adjusted EPS in Q2 2024.
Daniel Heaf appointed CEO effective May 16, 2025; the company estimates the transition could reduce 2025 EPS by about $0.05.
Bath & Body Works entered into an amended and restated senior secured asset-based revolving credit facility (ABL Facility) on May 22, 2025, with JPMorgan Chase Bank, N.A. as the counterparty named in the exhibit. The facility matures five years after closing, but the maturity can be pulled forward to 91 days before a senior notes maturity if excess availability and the EBITDAR-to-fixed-charges ratio fall below specified levels. The filing gives no borrowing amount for the facility, so its size relative to the company's existing debt cannot be determined from this document.
Maturity is five years after closing, with a springing acceleration tied to senior notes maturities, excess availability below $200 million and a fixed-charge ratio below 1.10:1.00.
Interest is SOFR or CORRA plus a margin of 1.25% to 1.75%, or 0.25% to 0.75% on base rate loans; unused commitments accrue a fee of 0.25% to 0.30%.
Obligations are secured by first-priority liens on receivables, deposit accounts, inventory and, at the company's election, real property, and by second-priority liens on other assets.
A financial maintenance covenant requires a 1.00:1.00 EBITDAR to fixed charges ratio when excess availability falls below the greater of $70 million and 10.0% of the maximum borrowing amount.
Bath & Body Works appointed Daniel Heaf, formerly a leader at Nike, as chief executive effective May 16, 2025, and Gina Boswell left the CEO role and the Board that day. The company also pre-announced preliminary first-quarter results, with net sales up 3% and earnings per diluted share above the prior year, and kept its full-year 2025 outlook unchanged.
Daniel Heaf became CEO effective May 16, 2025, and will join the Board after the 2025 Annual Meeting of Shareholders; Gina Boswell stepped down as CEO and director the same day.
Preliminary first-quarter net sales were $1,424 million, up 3% from the prior year, at the high end of guidance.
Diluted EPS was $0.49, compared with $0.38 a year earlier, above the high end of guidance; results remain subject to closing procedures.
Full-year 2025 guidance was maintained at net sales growth of 1% to 3% and EPS of $3.25 to $3.60, reflecting the initial 10% tariff on goods imported from China.
Bath & Body Works reported fourth-quarter 2024 net sales of $2,788 million, down 4.3%, and diluted EPS of $2.09 versus $2.55 a year earlier. It also reported full-year 2024 net sales of $7,307 million, down 1.6%, and diluted EPS of $3.61 versus $3.84, and gave 2025 guidance of 1% to 3% net sales growth and EPS of $3.25 to $3.60, plus a new $500 million share repurchase authorization.
Q4 2024 net sales were $2,788 million, down 4.3%; the company cited a headwind of about 500 basis points from the shifted fiscal calendar.
Q4 2024 diluted EPS was $2.09, versus $2.55 in Q4 2023, which included a $112 million tax benefit; adjusted Q4 2023 EPS was $2.06.
2025 guidance calls for net sales growth of 1% to 3% and diluted EPS of $3.25 to $3.60, compared with reported 2024 EPS of $3.61.
The board authorized a new $500 million share repurchase program, replacing about $120 million of remaining authority.
Bath & Body Works said its Chief Human Resources Officer, Deon Riley, ceased serving in that role effective January 31, 2025, and the company will search for a successor. Riley is expected to stay on as a non-executive employee until her separation date on or about March 2, 2025, when her employment is expected to be terminated without cause under her executive severance agreement. For shareholders, this is a senior executive departure with severance terms tied to a release of claims and continued restrictive covenants.
Deon Riley ceased to serve as Chief Human Resources Officer effective January 31, 2025
Expected separation date on or about March 2, 2025, with termination without cause
Severance payments subject to the 2022 executive severance agreement and an effective release of claims
The company will search for a new Chief Human Resources Officer
Bath & Body Works reported third-quarter 2024 net sales of $1,610 million, up 3.0%, but diluted earnings per share fell to $0.49 from $0.52 a year earlier. The company raised its full-year 2024 earnings and net sales guidance, while its fourth-quarter outlook calls for net sales to decline 4.5% to 6.5% and earnings per share of $1.94 to $2.07 versus $2.55 a year earlier.
Q3 2024 net sales were $1,610 million, up 3.0% from $1,562 million; net income was $106 million versus $119 million
Q3 diluted EPS was $0.49 versus $0.52; adjusted EPS was $0.49 versus $0.48 after excluding a 2023 debt-extinguishment gain
Full-year 2024 GAAP EPS guidance raised to $3.46 to $3.59, including $400 million of planned share repurchases
Fourth-quarter 2024 net sales expected to decline 6.5% to 4.5%, with EPS of $1.94 to $2.07 versus $2.55 in Q4 2023
Bath & Body Works said Julie Rosen stepped down as President, Retail, effective immediately on September 25, 2024, and that the role has been eliminated, with her functions reporting to CEO Gina Boswell. The company also reaffirmed its third quarter and full year fiscal 2024 guidance, first given on August 28, 2024. Ms. Rosen's employment is expected to end on or about October 22, 2024, with severance payable under her existing agreement if she remains in good standing and signs a release.
Julie Rosen ceased to serve as President, Retail on September 25, 2024; she will act in an advisory or transition role until her expected separation date of about October 22, 2024
The President, Retail role has been eliminated, and its functions now report to CEO Gina Boswell
Third quarter and full year fiscal 2024 guidance reaffirmed, as previously provided on August 28, 2024
Bath & Body Works reported second quarter 2024 net sales of $1,526 million, down 2.1% from $1,559 million a year earlier, and adjusted earnings per diluted share of $0.37 versus $0.40. The company updated its full-year 2024 guidance and raised planned share repurchases to $400 million from $300 million, while reported earnings per share rose to $0.68 on one-time gains and a tax benefit.
Q2 2024 net sales $1,526 million, down 2.1%; reported EPS $0.68 vs. $0.43, adjusted EPS $0.37 vs. $0.40
Reported Q2 results include a $39 million pre-tax gain on Easton investment sales and a $44 million tax benefit
Full-year 2024 adjusted EPS guidance $3.06 to $3.26, vs. $3.27 adjusted EPS in fiscal 2023; net sales guided to a decline of 4% to 2%
Planned share repurchases for 2024 increased to $400 million from $300 million; Q3 2024 EPS guidance $0.41 to $0.47
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