Victoria's Secret (NYSE: VSCO) CLO gets stock grant with tax withholding

Rhea-AI Filing Summary

Victoria's Secret & Co. Chief Legal & Compliance Officer Melinda R. McAfee reported routine equity compensation activity. She received a grant of 16,546 shares of common stock at no cost, increasing her ownership. On the same date, 13,445 shares were withheld at a price of $48.35 per share to cover tax obligations related to the award, which is not an open-market sale. After these transactions, she directly owns 170,817 shares of Victoria's Secret & Co. common stock, including 664 shares acquired through the company’s Associate Stock Purchase Plan.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider McAfee Melinda R.

Role Chief Legal & Compliance Ofcr

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	16,546	$0.00	--
Tax Withholding	Common Stock	13,445	$48.35	$650K

Holdings After Transaction: Common Stock — 184,262 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
03/19/2026

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	03/19/2026		A		16,546	A	$0.0000	184,262	D
Common Stock	03/19/2026		F		13,445	D	$48.35	170,817(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 Melinda McAfee	03/23/2026
	** 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 insider transaction did Melinda R. McAfee report for Victoria's Secret (VSCO)?

Melinda R. McAfee reported a stock grant and related tax withholding. She received 16,546 Victoria's Secret common shares as compensation, and 13,445 shares were withheld at $48.35 to satisfy tax liabilities, a non-market disposition typical for equity awards.

How many Victoria's Secret (VSCO) shares were granted to Melinda R. McAfee?

She was granted 16,546 shares of Victoria's Secret common stock at a price of $0.00 per share. This reflects an equity award as part of compensation, increasing her stake before accounting for shares withheld to cover associated tax obligations.

Why were some of Melinda R. McAfee’s VSCO shares disposed of in this Form 4?

The filing shows 13,445 shares disposed of at $48.35 per share to cover tax liabilities. This F‑code transaction is a tax-withholding mechanism by delivering shares, not an open-market sale, and is standard for vested equity awards.

What is Melinda R. McAfee’s Victoria's Secret (VSCO) share ownership after the reported transactions?

After the transactions, she directly owns 170,817 shares of Victoria's Secret common stock. This total includes 664 shares acquired under the Associate Stock Purchase Plan, which were exempt under Rule 16b‑3, as noted in the filing footnote.

Does the Melinda R. McAfee Form 4 for VSCO indicate any option exercises?

No, the summarized data only shows non-derivative common stock transactions: an equity grant coded A and a tax-withholding disposition coded F. The derivative summary is empty, indicating no option or other derivative exercises reported in this Form 4.

Is the McAfee Form 4 transaction for Victoria's Secret (VSCO) an open-market trade?

The grant itself is compensation, not a market trade, and the F‑code disposition represents shares withheld to pay taxes. Neither entry reflects an insider buying or selling shares in the open market, but rather routine administration of an equity award.