Bath & Body Works Grants CEO $10M Stock Award

The award’s four stock-price hurdles set payouts from 75% to 200% of target, subject to a relative shareholder-return adjustment.

Rhea-AI Filing Summary

Bath & Body Works, Inc. (BBWI) granted Chief Executive Officer Daniel Heaf a performance stock unit award with a $10 million target value, equal to 591,366 shares of common stock, on September 21, 2026. During the four-year performance period, an average closing price equal to or above $40, $60, $80 or $100 over any 60 consecutive trading days earns 75%, 100%, 150% or 200%, respectively, of the target number of PSUs.

Earned PSUs vest on the fourth anniversary of the grant date, generally subject to Mr. Heaf’s continued employment through that date or an earlier qualifying termination. The number otherwise earned is generally reduced by 50% if BBWI’s total shareholder return relative to companies in the S&P 1500 Consumer Discretionary Distribution & Retail Index is below the 55th percentile at the end of the four-year performance period.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Award target value: $10 million Target shares: 591,366 shares Performance period: Four years +4 more

7 metrics

Award target value $10 million Performance stock unit award granted to Daniel Heaf

Target shares 591,366 shares Shares of common stock equal to the award’s target value

Performance period Four years Period for achievement of the stock-price goals

Stock-price goals $40, $60, $80 or $100 Average closing price over any 60 consecutive trading days during the performance period

PSU earning percentages 75%, 100%, 150% or 200% Percentages of the target number of PSUs earned at the respective stock-price goals

Relative shareholder-return adjustment 50% reduction below the 55th percentile Applies generally if total shareholder return relative to the stated index is below the threshold at the end of the performance period

Vesting date Fourth anniversary of the grant date Vesting date for earned PSUs, subject generally to continued employment or an earlier qualifying termination

Key Terms

performance stock unit award, performance period, total shareholder return, qualifying termination of employment

4 terms

performance stock unit award financial

"granted a performance stock unit award to Daniel Heaf"

performance period financial

"during the four-year performance period"

The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.

total shareholder return financial

"the Company’s total shareholder return relative to the companies"

Total shareholder return is the overall gain an investor gets from owning a stock, combining changes in the share price plus any cash payouts like dividends, and assuming those payouts are reinvested in more shares. Investors use it like a single score that shows the true return on their investment—similar to checking both the growth of a savings account and the interest earned—to compare how well different companies or investments perform over time.

qualifying termination of employment financial

"or earlier qualifying termination of employment"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much is BBWI CEO Daniel Heaf’s PSU award?

The award has a $10 million target value, equal to 591,366 shares of Bath & Body Works common stock.

How do BBWI’s stock-price hurdles determine the PSU payout?

During the four-year performance period, an average closing price equal to or above $40, $60, $80 or $100 over any 60 consecutive trading days earns 75%, 100%, 150% or 200%, respectively, of the target number of PSUs.

When do Daniel Heaf’s BBWI PSUs vest, and can the award be adjusted?

Earned PSUs vest on the fourth anniversary of the grant date, generally subject to Mr. Heaf’s continued employment through that date or an earlier qualifying termination. The number otherwise earned is generally reduced by 50% if BBWI’s total shareholder return relative to companies in the stated index is below the 55th percentile at the end of the four-year performance period.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/23/2026 - 04:24 PM Accepted by SEC EDGAR 09/23/2026 - 04:23 PM Learn about SEC filing dates

false 0000701985 0000701985 2026-09-21 2026-09-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 21, 2026

Bath & Body Works, Inc.

(Exact name of registrant as specified in charter)

Delaware

(State or other jurisdiction of incorporation)

1-8344		31-1029810
(Commission File Number)		(IRS Employer Identification No.)

Three Limited Parkway
Columbus, OH		43230
(Address of principal executive offices)		(Zip Code)

(614) 415-7000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $0.50 Par Value		BBWI		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company. ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 21, 2026, the Human Capital and Compensation Committee of the Board of Directors of Bath & Body Works, Inc. (the “Company”) granted a performance stock unit award to Daniel Heaf, the Company’s Chief Executive Officer, with a target value of $10 million (equal to 591,366 shares of Company common stock) (the “PSU Award”). The PSU Award and rigorous stock price performance hurdles are designed to further incentivize Mr. Heaf to lead the Company with an intense focus on executing its long-term strategy and creating sustained shareholder value.

The PSU Award will be earned based on the achievement of four stock price goals during the four-year performance period. If the average closing price of the Company’s common stock over any 60 consecutive trading days during the performance period equals or exceeds $40, $60, $80 or $100, then 75%, 100%, 150% or 200%, respectively, of the target number of PSUs will be earned. Any PSUs so earned will vest on the fourth anniversary of the grant date, subject generally to Mr. Heaf’s continued employment through that date or earlier qualifying termination of employment. Generally, the number of PSUs otherwise earned will be reduced by 50% if the Company’s total shareholder return relative to the companies comprising the S&P 1500 Consumer Discretionary Distribution & Retail Index is below the 55th percentile at the end of the four-year performance period.

The foregoing description of the PSU Award does not purport to be complete and is qualified in its entirety by reference to the applicable award agreement, a form of which is filed as Exhibit 10.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Stock Price Hurdle Performance Stock Unit Award Agreement, dated September 21, 2026, by and between Bath & Body Works, Inc. and Daniel Heaf.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				BATH & BODY WORKS, INC.
Date: September 23, 2026				By:		/s/ Ann Aber
						Name: Ann Aber Title: Chief Legal Officer

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 52.0 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB