Bath & Body Works (NYSE: BBWI) chief legal officer plans exit and transition

Rhea-AI Filing Summary

Bath & Body Works, Inc. reported that Michael Wu stopped serving as Chief Legal Officer and Corporate Secretary effective February 24, 2026. The company has begun searching for a new Chief Legal Officer. Wu is expected to remain as a non-executive employee helping with the transition until about March 27, 2026, during which he will continue to receive his current compensation and benefits.

If he remains employed in good standing through that date and signs a release of claims, his departure will be treated as a termination without cause under his May 13, 2022 executive severance agreement, making him eligible for related payments and benefits. After separation, he will remain bound by ongoing restrictions, including perpetual confidentiality, a one-year non-solicitation covenant, and a nine-month non-competition covenant.

Insights

Corporate governance analyst

Bath & Body Works discloses structured transition and severance for its departing chief legal officer.

Bath & Body Works, Inc. states that Michael Wu has ceased serving as Chief Legal Officer and Corporate Secretary as of February 24, 2026. He is expected to remain as a non-executive employee until around March 27, 2026 to support an orderly transition while receiving his current compensation and benefits.

Upon separation, and subject to an effective release of claims, Wu will receive payments and benefits consistent with a termination without cause under his May 13, 2022 executive severance agreement. The filing notes ongoing obligations after his departure, including perpetual confidentiality, a one-year post-termination non-solicitation covenant, and a nine-month post-termination non-competition covenant.

This structure indicates a planned leadership change in the legal function with contractual protections for both parties. Actual long-term impact on the company’s operations or risk profile will depend on the selection and integration of the next Chief Legal Officer as disclosed in future company materials.

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, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): February 24, 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.

Effective on February 24, 2026, Michael Wu ceased to serve as Chief Legal Officer and Corporate Secretary of Bath & Body Works, Inc. (the “Company”). The Company has initiated a search to identify the Company’s next Chief Legal Officer. It is expected that Mr. Wu will serve as a non-executive employee of the Company to assist with the orderly transition of his responsibilities until his separation date, which is expected to occur on or about March 27, 2026 (the “Separation Date”). Until the Separation Date, Mr. Wu will be eligible to continue to receive compensation and benefits on the same basis as in effect today.

Subject to Mr. Wu’s continued employment in good standing through the Separation Date, on such date Mr. Wu’s employment with the Company will cease and he will become entitled to receive the payments and benefits applicable upon a termination without cause under the terms of the executive severance agreement between the Company and Mr. Wu, dated May 13, 2022, in accordance with and subject to the terms thereof, including the Company’s receipt of an effective release of claims in favor of the Company from Mr. Wu. The executive severance agreement with Mr. Wu is filed as Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025, filed with the Securities and Exchange Commission on March 14, 2025. Following his separation, Mr. Wu will continue to be subject to certain restrictive covenants, including perpetual confidentiality, one-year post-termination non-solicitation and nine-month post-termination non-competition covenants.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
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: February 25, 2026		By:		/s/ Eva C. Boratto
				Name:		Eva C. Boratto
				Title:		Chief Financial Officer

FAQ

What leadership change did Bath & Body Works (BBWI) disclose in this 8-K?

Bath & Body Works disclosed that Michael Wu ceased serving as Chief Legal Officer and Corporate Secretary effective February 24, 2026. The company has started a search for a new Chief Legal Officer while Wu assists with an orderly transition before his expected separation around March 27, 2026.

What is Michael Wu’s role at Bath & Body Works (BBWI) between now and his separation date?

Michael Wu is expected to serve as a non-executive employee until about March 27, 2026, helping transition his responsibilities. During this period, he remains eligible to receive compensation and benefits on the same basis as in effect on the filing date.

What severance terms apply to Michael Wu’s departure from Bath & Body Works (BBWI)?

If Michael Wu remains employed in good standing through the expected March 27, 2026 separation date and signs a release of claims, his departure will be treated as a termination without cause under his May 13, 2022 executive severance agreement, entitling him to specified payments and benefits.

What post-employment restrictions will apply to Michael Wu after leaving Bath & Body Works (BBWI)?

After his separation, Michael Wu will remain subject to perpetual confidentiality obligations, a one-year post-termination non-solicitation covenant, and a nine-month post-termination non-competition covenant, as described in the company’s disclosure of his transition and severance terms.

Where can investors find details of Michael Wu’s severance agreement with Bath & Body Works (BBWI)?

Details of Michael Wu’s executive severance agreement are contained in Exhibit 10.30 to Bath & Body Works’ Annual Report on Form 10-K for the fiscal year ended February 1, 2025, which was filed with the Securities and Exchange Commission on March 14, 2025.

Does Bath & Body Works (BBWI) plan to replace the departing Chief Legal Officer?

Yes. Bath & Body Works states it has initiated a search to identify the company’s next Chief Legal Officer. Michael Wu is expected to remain as a non-executive employee until about March 27, 2026 to assist with the orderly transition of his responsibilities.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB