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 31, 2023, Victoria's Secret & Co. (the "Company") issued a press release updating its fourth quarter 2022 sales, operating income and earnings guidance it provided on January 11, 2023. 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 31, 2023, the Company also announced that it plans to enter into an accelerated share repurchase agreement ("ASR") with Goldman Sachs & Co. LLC to repurchase $125 million in the aggregate of the Company's outstanding shares of common stock, par value $0.01 per share. The repurchase transactions will begin in February 2023 and the final settlement of the ASR is expected to be completed in the second quarter of 2023. The planned ASR is a component of a broader share repurchase program announced on January 11, 2023 authorizing the repurchase of up to $250 million of the Company's common stock.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.

  Exhibit 99.1    Press Release of Victoria's Secret & Co., dated January 31,
2023.

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

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