VSCO Board Member Receives Restricted Stock Grant, Lifts Holdings

Rhea-AI Filing Summary

Victoria's Secret (NYSE:VSCO) filed a Form 4 reporting that board member Sarah R. Davis acquired 7,304 common shares on 06/18/2025 via a zero-cost equity award (most likely restricted stock). The grant lifts her direct ownership to 26,616 shares, an increase of roughly 38% compared with her pre-transaction position. No derivative securities were involved, and the filing does not reference a Rule 10b5-1 trading plan. Apart from this single award, the document contains no sales, options exercises, or other material changes.

Positive

• Director Sarah R. Davis increased her direct ownership by 7,304 shares, a ~38% rise to 26,616 shares, improving insider alignment.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director stock grant; signals alignment but minimal market impact.

The Form 4 shows a non-cash restricted stock award to Director Sarah D. Davis, increasing her stake by 7,304 shares to 26,616. While the grant boosts insider ownership by about 38%, it is a standard board compensation element rather than an open-market purchase. Because the shares were issued at $0, the event does not reflect an out-of-pocket investment nor alter cash flows. The magnitude is modest relative to VSCO’s float and therefore unlikely to influence valuation or liquidity. Overall impact on shareholders appears neutral.

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
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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^*

Davis Sarah R.

(Last) (First) (Middle)

4 LIMITED PARKWAY EAST

(Street)

REYNOLDSBURG OH 43068

(City) (State) (Zip)

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

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

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

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

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

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

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	06/18/2025		A		7,304	A	$0.0000	26,616	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:

	Robert J. Tannous, by Power of Attorney for Sarah R. Davis	06/23/2025
	** 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.

FAQ

How many VSCO shares did Director Sarah R. Davis acquire?

The Form 4 states she received 7,304 common shares on 06/18/2025.

What is Sarah R. Davis’s total VSCO holding after the transaction?

Her direct beneficial ownership rose to 26,616 shares according to the filing.

Was the acquisition made under a Rule 10b5-1 trading plan?

No. The filing does not indicate that a 10b5-1 plan was used.

Did the insider pay cash for the shares?

No. The shares were granted at $0.0000 per share, indicating a restricted stock award rather than a purchase.

Were any derivative securities involved in this Form 4?

No derivative securities were reported; only common stock was granted.