Every material Form 8-K Victoria's Secret has filed with the SEC since January 29, 2025, 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.
Victoria's Secret & Co. said its Chief Legal and Compliance Officer, Melinda McAfee, will leave the company effective March 31, 2027, and that it has started a search for a successor. The filing describes a transition agreement under which she keeps her current role until a successor is appointed and then stays on in a non-executive role until her departure date. The change is an executive departure rather than a financial result, so it has no direct effect on reported earnings.
Melinda McAfee, Chief Legal and Compliance Officer, will leave effective March 31, 2027
Transition and Separation Agreement dated October 7, 2026 keeps her in her current role until a successor is appointed
Severance benefits under her Executive Severance Agreement dated June 29, 2021, subject to a full release of claims and continued compliance with restrictive covenants
Victoria's Secret & Co. reported second quarter 2026 net sales up 10% to $1.611 billion, near the high end of its guidance, and adjusted operating income of $124 million, above its guidance range. The company raised its full-year 2026 net sales and adjusted operating income forecasts, which matters to shareholders because it signals higher expected results for the year. Reported net income of $183 million, or $2.18 per diluted share, includes a $140.3 million pre-tax benefit from IEEPA tariff refund recoveries.
Q2 2026 net sales were $1.611 billion, up from $1.459 billion a year earlier, with total comparable sales up 9%.
Q2 2026 GAAP net income was $183 million, or $2.18 per diluted share, versus $16 million, or $0.20 per diluted share, in Q2 2025.
Q2 2026 adjusted operating income was $124 million, above the $90 million to $100 million guidance range; adjusted net income per diluted share was $0.95 versus $0.33 a year earlier.
Full-year 2026 net sales guidance rose to $7.100 billion to $7.180 billion from $7.030 billion to $7.130 billion; adjusted operating income guidance rose to $560 million to $590 million from $550 million to $580 million.
Victoria's Secret & Co. increased its board from nine to ten directors and appointed Gerri Martin-Flickinger, former Chief Technology Officer of Starbucks, to fill the new seat, effective September 14, 2026. She will also join the Audit Committee and was determined to be independent under NYSE listing standards. The filing reports no financial results, and the appointment is a governance change.
Board increased from nine to ten directors; appointment effective September 14, 2026
Martin-Flickinger previously served as Executive Vice President and Chief Technology Officer of Starbucks and as CIO at Adobe
She will serve on the Audit Committee and is compensated like other non-employee directors
Board determined she is independent under NYSE listing standards
Victoria's Secret & Co. reported first quarter 2026 net sales of $1.560 billion, up 15% and above its guidance range of $1.490 billion to $1.525 billion, and diluted EPS of $0.56 compared with a loss of $0.02 a year earlier. The company raised its full-year 2026 net sales and adjusted operating income guidance, which signals stronger expected results for shareholders.
Q1 net sales of $1.560 billion, up 15% from $1.353 billion; comparable sales rose 13%.
Q1 diluted EPS of $0.56 versus a loss of $0.02 a year earlier; adjusted EPS of $0.60 versus guidance of $0.20 to $0.30.
FY2026 net sales guidance raised to $7.030 billion to $7.130 billion from $6.850 billion to $6.950 billion.
FY2026 adjusted operating income guidance raised to $550 million to $580 million from $430 million to $460 million.
Director Mariam Naficy told the board on May 10, 2026 that she will not stand for re-election at the company's June 11, 2026 annual meeting, citing near-term professional commitments and the time needed to address BBRC International's proxy contest. The filing says her decision does not stem from any disagreement with the company on operations, policies or practices, and the board will shrink from ten to nine directors after the meeting.
Mariam Naficy notified the board on May 10, 2026 of her decision not to stand for re-election
Her nomination has been withdrawn; she remains a director until the June 11, 2026 annual meeting
BBRC International PTE Limited launched a proxy contest on May 4, 2026, after the company's May 1, 2026 proxy statement filing
Board size will fall from ten to nine directors immediately after the annual meeting
Victoria's Secret & Co. reported fourth quarter 2025 net sales of $2.270 billion, up 8%, and adjusted operating income of $316 million, both above its previously communicated guidance. GAAP operating income fell to $229 million from $268 million, and GAAP net income per diluted share was $2.14 versus $2.33, reflecting a $119.6 million Adore Me impairment charge. The company also issued first quarter and fiscal 2026 guidance and said it has begun a strategic review of DailyLook.
Q4 2025 net sales were $2.270 billion, up 8% from $2.106 billion, above the $2.170 billion to $2.200 billion guidance range.
Q4 2025 adjusted operating income was $316 million and adjusted EPS was $2.77, both above guidance; GAAP operating income was $229 million and GAAP EPS was $2.14.
Fiscal 2026 guidance calls for net sales of $6.850 billion to $6.950 billion and operating income of $430 million to $460 million.
The company initiated a strategic review of DailyLook, a non-core asset acquired through the Adore Me transaction in December 2022.
Victoria's Secret & Co. reported third-quarter 2025 net sales of $1.472 billion, up 9% from a year earlier and above its previous guidance range of $1.390 billion to $1.420 billion, and raised its full-year 2025 outlook. The company still reported a GAAP net loss of $37 million, or $0.46 per diluted share, for the quarter, though this was smaller than the $56 million loss, or $0.71 per share, a year earlier. The higher full-year forecast for net sales and adjusted earnings per share is a positive sign for shareholders, but reported GAAP results for the quarter remained negative.
Third-quarter net sales of $1.472 billion rose 9%, with comparable sales up 8%.
Adjusted net loss was $22 million, or $0.27 per diluted share, better than the guidance range of $0.55 to $0.75 per share loss.
Full-year 2025 net sales guidance raised to $6.450 billion to $6.480 billion from $6.330 billion to $6.410 billion.
Full-year 2025 adjusted earnings per diluted share guidance raised to $2.40 to $2.65 from $1.80 to $2.20.
Victoria's Secret & Co. reported second quarter 2025 net sales of $1.459 billion, up 3% and above its guidance range of $1.380 billion to $1.410 billion. Profit was lower: GAAP net income attributable to the company was $16 million, or $0.20 per diluted share, versus $32 million, or $0.40, a year earlier, and adjusted EPS was $0.33 versus $0.40. The company raised full-year net sales guidance but expects a third-quarter adjusted operating loss.
Q2 net sales $1.459 billion, up 3% from $1.417 billion; total comparable sales up 4%.
Q2 operating income $41 million vs. $62 million a year earlier; adjusted operating income $55 million vs. guidance of $15 million to $35 million.
Full-year net sales guidance raised to $6.330 billion to $6.410 billion from $6.2 billion to $6.3 billion; adjusted operating income outlook reiterated at $270 million to $320 million.
Third-quarter adjusted operating loss expected at $35 million to $55 million; adjusted net loss per share $0.55 to $0.75.
Victoria's Secret & Co. eliminated its Chief Operating Officer role on August 18, 2025, and Dein Boyle left the position effective August 19, 2025. CFO Scott Sekella was promoted to Chief Financial and Operating Officer, taking on additional responsibilities and receiving a higher base salary and a new equity award.
Dein Boyle departed as Chief Operating Officer effective August 19, 2025; he stays in a non-executive role through December 31, 2025
Boyle's exit is a termination without Cause; he may receive severance under his June 28, 2021 agreement, subject to signing a release
Scott Sekella's annual base salary rises to $825,000, effective August 24, 2025
Sekella received a one-time restricted stock unit award with a $250,000 grant date value, vesting 30% in years one and two and 40% in year three
Victoria's Secret & Co. reported first quarter 2025 net sales of $1.353 billion, above its guidance range of $1.30 billion to $1.33 billion but flat with the prior year, and a net loss of $2 million, or $0.02 per diluted share. It cut its full-year 2025 adjusted operating income forecast to $270 million to $320 million from $300 million to $350 million, citing an updated estimated net tariff impact of about $50 million, while keeping its full-year net sales forecast of $6.2 billion to $6.3 billion. The lower profit outlook matters to shareholders because it reduces the company's expected earnings for the year even though first quarter results beat its own expectations.
Q1 2025 net sales were $1.353 billion, above the guidance range of $1.30 billion to $1.33 billion and flat versus $1.359 billion a year earlier.
Q1 2025 adjusted operating income was $32 million, above the $10 million to $30 million guidance range, but down from $40 million a year earlier.
Full-year 2025 adjusted operating income guidance is now $270 million to $320 million, versus the prior $300 million to $350 million.
Second quarter 2025 net sales are forecast at $1.380 billion to $1.410 billion, with adjusted operating income of $15 million to $35 million.
Victoria's Secret & Co. published preliminary unaudited first quarter 2025 results on June 3, 2025, saying net sales, adjusted operating income and adjusted diluted EPS were near or above the high end of prior guidance. The company postponed its first quarter earnings release and webcast after a security incident involving its IT systems, which it detected on May 24, 2025, and which it says did not affect first quarter results but could hurt second quarter results.
Net sales of $1.35 billion versus prior guidance of $1.30 billion to $1.33 billion.
Adjusted operating income of $32 million versus guidance of $10 million to $30 million; GAAP operating income was $20 million.
GAAP net loss of $0.02 per diluted share; adjusted diluted EPS of $0.09 versus guidance of ($0.10) to $0.10.
Corporate systems and e-commerce site were shut down May 26, 2025; the website was restored May 29, and no new earnings date has been set.
Victoria's Secret & Co. signed Amendment No. 2 to its senior secured asset-based revolving credit facility with JPMorgan Chase Bank, N.A. as agent on May 21, 2025. The amendment extends the facility's maturity, lowers borrowing rates, and adds seasonal flexibility on inventory advance rates, which changes the terms of the company's existing borrowing capacity.
Amendment No. 2 to the August 2, 2021 Revolving Credit Agreement was dated May 21, 2025.
Interest rate on term SOFR or term CORRA loans reduced to 1.50% to 1.75%; alternate base rate loans reduced to 0.50% to 0.75%.
Maturity extended to five years after the amendment closing date, subject to a springing test tied to debt over $50 million.
Seasonal advance rate on eligible inventory rises from 90.0% to 92.5% for three consecutive fiscal months during high season.
Victoria's Secret & Co. adopted a limited-duration shareholder rights plan that expires May 18, 2026, citing substantial share accumulation by BBRC International, which the company says reached about 13% of outstanding shares. Rights are distributed to holders of record on May 29, 2025, and become exercisable only if a person or group acquires 15% or more of the common stock (20% for certain passive investors). The company says the plan is meant to ensure equal treatment and a control premium for all shareholders, and that it was not adopted in response to any specific takeover proposal.
Rights distributed as one per common share held on May 29, 2025, under a Rights Agreement with Equiniti Trust Company, LLC as rights agent
Rights become exercisable if a person or group acquires 15% or more of common stock (20% for certain passive investors); purchase price is $118.00 per one one-thousandth of a Series A Preferred Share
Plan expires May 18, 2026; the company says the Board may consider an earlier termination
Press release cites BBRC's approximately 13% stake and expected access to up to 49.99% of voting stock after the Hart-Scott-Rodino waiting period, expected to end 11:59 p.m. ET on May 21, 2025
Victoria's Secret & Co. reported fourth quarter 2024 net sales of $2.106 billion, up 1%, with comparable sales up 5%. GAAP net income was $193 million, or $2.33 per diluted share, versus $2.29 a year earlier, though the quarter had 13 weeks compared with 14 in the prior year. Its 2025 guidance projects adjusted operating income of $300 million to $350 million, below the $373 million reported for fiscal 2024, which makes the outlook mixed for shareholders.
Q4 2024 net sales $2.106 billion, up 1%; comparable sales up 5%; the quarter had 13 weeks versus 14 a year earlier
Q4 2024 GAAP EPS $2.33 vs $2.29; adjusted EPS $2.60 vs $2.58
Fiscal 2025 guidance: net sales $6.2 billion to $6.3 billion and adjusted operating income $300 million to $350 million; fiscal 2024 adjusted operating income was $373 million
First quarter 2025 guidance: net sales $1.30 billion to $1.33 billion vs $1.359 billion last year; adjusted operating income $10 million to $30 million
Victoria's Secret & Co. named Scott Sekella, former CFO of JOANN Inc., as chief financial officer effective January 29, 2025. Timothy Johnson stepped down as chief financial and administrative officer effective January 28, 2025, and is retiring in June 2025. In the same January 29 press release, the company raised the low end of its fourth quarter 2024 guidance for net sales, adjusted operating income, and adjusted diluted earnings per share, which it said are expected to fall within or near the top end of prior ranges.
Updated Q4 2024 adjusted operating income guidance is $260 million to $270 million, up from $240 million to $270 million.
Updated adjusted diluted EPS guidance is $2.20 to $2.30, up from $2.00 to $2.30; net sales growth guidance is +3% to +4%, up from +2% to +4%.
Sekella's pay includes a $750,000 base salary, a target bonus of 100% of salary, and a one-time $200,000 cash bonus.
Johnson remains employed by the company in a non-executive role.
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