Item 1.01. Entry into a Material Definitive Agreement.

Underwriting Agreement

On July 14, 2021, L Brands, Inc. (the "Company") entered into a terms agreement (the "Underwriting Agreement") with Leslie H. Wexner and certain affiliated entities named therein (the "Selling Stockholders") and J.P. Morgan Securities LLC (the "Underwriter"). Under the terms of the Underwriting Agreement, the Selling Stockholders agreed to sell to the Underwriter 20,041,646 shares (the "Securities") of common stock of the Company, par value $0.50 per share ("Common Stock") in a registered public offering (the "Secondary Offering") pursuant to an effective shelf registration statement on Form S-3 (Registration File No. 333-229414) (the "Shelf Registration Statement"), and a prospectus supplement thereunder. The Secondary Offering closed on July 19, 2021.

The Company and the Selling Stockholders made certain customary representations, warranties and covenants and agreed to indemnify the Underwriter against (or contribute to the payment of) certain liabilities, including liabilities under the Securities Act of 1933, as amended.

Stock Repurchase Agreement

On July 13, 2021, the Company entered into a Stock Repurchase Agreement (the "Stock Repurchase Agreement") with the Selling Stockholders, pursuant to which the Company agreed to repurchase an aggregate of 10,000,000 shares of Common Stock from one of the Selling Stockholders for an aggregate purchase price of $730.1 million, reflecting a price per share equal to the public offering price in the Secondary Offering, less the underwriting discount (the "Stock Repurchase"). The Company completed the Stock Repurchase of 10,000,000 shares of Common Stock on July 19, 2021. Upon completion of the Secondary Offering and the Stock Repurchase, the Selling Stockholders disposed of all of their shares of Common Stock, other than 5,000,000 shares.

Mr. Wexner and Abigail S. Wexner were formerly members of the Company's Board of Directors. Information about transactions between Mr. Wexner and the Company and Ms. Wexner and the Company can be found in the Company's proxy statement for its 2021 Annual Meeting of Stockholders, which was filed with the Securities and Exchange Commission on April 8, 2021, under the section entitled "Proposal 1: Election of Directors-Code of Conduct, Related Person Transaction Policy and Associated Matters," which is incorporated herein by reference. As previously disclosed, the Company is party to a Registration Rights Agreement, dated as of March 17, 2021, with Mr. Wexner and Ms. Wexner. Upon completion of the Secondary Offering and the Stock Repurchase, the Registration Rights Agreement terminated in accordance with its terms.

Copies of the Underwriting Agreement and the Stock Repurchase Agreement are filed as Exhibits 1.1 and 10.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference. The above descriptions of the Underwriting Agreement and the Stock Repurchase Agreement are qualified in their entirety by reference to the full text of such agreements.

Item 8.01. Other Events.

The Secondary Offering was made pursuant to the Shelf Registration Statement and a prospectus supplement thereunder. Opinion of counsel for the Company is included as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Terms Agreement, dated as of July 14, 2021, by and among L Brands, Inc., 1.1 the selling stockholders named therein and J.P. Morgan Securities LLC.

Exhibit Opinion of Davis Polk & Wardwell LLP with respect to the Securities. 5.1

Exhibit Stock Repurchase Agreement, dated as of July 13, 2021, by and among L 10.1 Brands, Inc., the selling stockholders named therein, Abigail S. Wexner

(solely for purposes of Sections 4.1 and 4.2 and Article VII) and Dennis

Hersch (in his capacity as the Stockholder Representative).



  Exhibit Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1).
23.1

Exhibit   Cover Page Interactive Data File (embedded within the Inline XBRL
104       document).

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