Victoria's Secret (VSCO) officer uses 11,679 shares to cover taxes

Rhea-AI Filing Summary

Victoria's Secret & Co. Chief Legal & Compliance Officer Melinda R. McAfee reported a Form 4 transaction involving company common stock. She used 11,679 shares at $45.05 per share to satisfy tax obligations through a tax-withholding disposition rather than an open-market sale.

After this transaction, she directly holds 167,716 common shares. The reported total includes 664 shares previously acquired under the Victoria's Secret & Co. Associate Stock Purchase Plan pursuant to an exemption under Rule 16b-3, indicating ongoing participation in the company’s employee share programs.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McAfee Melinda R.

(Last) (First) (Middle)

4 LIMITED PARKWAY EAST

(Street)

REYNOLDSBURG OHIO 43068

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Victoria's Secret & Co. [ VSCO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal & Compliance Ofcr

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/16/2026		F		11,679	D	$45.05	167,716(1)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Total includes 664 shares acquired under the Victoria's Secret & Co. Associate Stock Purchase Plan that were exempt pursuant to Rule 16b-3.

	Robert J. Tannous, by Power of Attorney for Melina McAfee	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Melinda R. McAfee report in this Victoria's Secret (VSCO) Form 4 filing?

Melinda R. McAfee reported a tax-withholding disposition of Victoria's Secret & Co. common stock. She delivered shares to cover tax obligations, a routine administrative event, while maintaining a substantial remaining equity position as Chief Legal & Compliance Officer of the company.

How many Victoria's Secret (VSCO) shares were used for tax withholding and at what price?

She used 11,679 shares of Victoria's Secret & Co. common stock at $45.05 per share to cover tax liabilities. This reflects a value-based tax payment mechanism rather than a market trade, consistent with standard equity compensation settlement practices.

How many Victoria's Secret (VSCO) shares does Melinda R. McAfee hold after the transaction?

Following the tax-withholding disposition, Melinda R. McAfee directly holds 167,716 shares of Victoria's Secret & Co. common stock. This post-transaction balance shows she retains a significant equity stake aligned with her senior executive role at the company.

Was this Victoria's Secret (VSCO) Form 4 transaction an open-market sale of shares?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were delivered to satisfy tax obligations associated with equity compensation, so it does not represent a discretionary decision to sell shares in the public market.

What does the footnote about 664 Victoria's Secret (VSCO) shares indicate?

The footnote states the total holdings include 664 shares acquired under the Victoria's Secret & Co. Associate Stock Purchase Plan. These shares were obtained under Rule 16b-3, highlighting her participation in the company’s employee stock purchase program.

What is the transaction code F in this Victoria's Secret (VSCO) Form 4 filing?

Transaction code F identifies payment of an exercise price or tax liability by delivering securities. In this case, McAfee used Victoria's Secret & Co. shares to satisfy taxes tied to equity compensation, rather than buying or selling shares on the open market.