Item 7.01. Regulation FD Disclosure.

The following information is being furnished pursuant to Item 7.01, "Regulation FD Disclosure," and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On January 11, 2023, Victoria's Secret & Co. (the "Company") issued a press release updating its fourth quarter 2022 operating income and earnings guidance and reaffirming its fourth quarter 2022 sales guidance it provided on November 30, 2022. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

Item 8.01. Other Events.

On January 11, 2023, the Company announced that its Board of Directors unanimously approved a new share repurchase program ("January 2023 Share Repurchase Program") authorizing the repurchase of up to $250 million of the Company's common stock. The January 2023 Share Repurchase Program is eligible to begin upon exhaustion of the current $250 million share repurchase program which is scheduled to be completed by the end of January 2023.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.

  Exhibit 99.1    Press Release of Victoria's Secret & Co., dated January 11,
2023.

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

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