[SCHEDULE 13D/A] Victoria's Secret & Co. Amended Major Shareholder Report

Rhea-AI Filing Summary

Victoria's Secret & Co. faces an activist campaign from a 13% shareholder group led by Brett Blundy. The BBFIT/BBRC/BB Family International Trust group reports beneficial ownership of about 10.3 million shares, or 13.0% of the common stock, based on 79.4 million shares outstanding as of April 15, 2026.

On May 4, 2026, the group filed a preliminary proxy statement and GOLD proxy card urging stockholders to vote "AGAINST" the reelection of board chair Donna James and director Mariam Naficy at the 2026 annual meeting. In an accompanying press release and open letter, they state that Victoria's Secret has materially underperformed relevant benchmarks and criticize what they view as weak board oversight, citing approximately $1.2 billion spent on share repurchases and acquisitions, including the Adore Me deal, and governance moves such as adopting a stockholder rights plan without stockholder approval.

Insights

Activist & governance analyst

13% holder launches targeted "vote against" campaign at Victoria's Secret board.

The filing shows a coordinated investor group led by Brett Blundy holding about 13.0% of Victoria's Secret & Co. common stock. With roughly 10.3 million shares, they are described as the issuer's second-largest stockholder, giving their views significant weight in board elections.

The group has filed a preliminary proxy statement and GOLD proxy card to solicit votes against two directors at the 2026 annual meeting. Their letter cites financial underperformance versus the S&P 500 Consumer Discretionary Distribution & Retail Index and points to about $1.2 billion of capital deployed to share repurchases and acquisitions, including Adore Me, which they characterize as having limited demonstrable return.

They also object to governance choices such as adopting a stockholder rights plan without stockholder approval and not appointing a stockholder representative, while emphasizing they are not currently seeking board seats themselves. The eventual shareholder vote at the 2026 annual meeting will indicate how much support this campaign commands among other investors.

Key Figures

Beneficial ownership: 10,310,631 shares Ownership percentage: 13.0% Shares outstanding: 79,425,668 shares +1 more

4 metrics

Beneficial ownership 10,310,631 shares Common Stock beneficially owned by reporting persons

Ownership percentage 13.0% Percent of Victoria's Secret common stock class represented

Shares outstanding 79,425,668 shares Common Stock outstanding as of April 15, 2026

Capital allocation cited $1.2 billion Capital deployed to share repurchases and acquisitions highlighted by reporting persons

Key Terms

preliminary proxy statement, GOLD proxy card, stockholder rights plan, beneficially own, +2 more

6 terms

preliminary proxy statement regulatory

"On May 4, 2026, the Reporting Persons filed a preliminary proxy statement and accompanying GOLD proxy card"

A preliminary proxy statement is an advance draft of the information a company will send shareholders before a vote, outlining items like board elections, mergers, executive pay, and shareholder proposals. It matters to investors because it lays out what will be decided, management’s recommendations, and key facts that can affect a company’s direction and stock value — like receiving the agenda and background packet before a town-hall vote.

GOLD proxy card regulatory

"filed a preliminary proxy statement and accompanying GOLD proxy card with the U.S. Securities and Exchange Commission"

stockholder rights plan financial

"including the Board's adoption of a stockholder rights plan without stockholder approval"

A stockholder rights plan is a strategy used by a company to protect itself from unwanted takeovers by making it more difficult or expensive for an outside party to acquire a large ownership stake without approval. It often involves granting existing shareholders special rights that activate if someone attempts to buy a significant portion of the company, helping to safeguard the company's interests and giving investors confidence that decisions are made with stability in mind.

beneficially own financial

"the Reporting Persons beneficially own approximately 13.0% of the outstanding Common Stock"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Schedule 14A regulatory

"as reported in the Issuer's Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission"

Schedule 14A is a document that companies file with regulators to share important information with shareholders before a big vote, like approving a merger or election of directors. It matters because it helps investors understand what’s happening so they can make informed decisions about the company’s future.

Schedule 13D regulatory

"This Amendment No. 5 to (this "Amendment No. 5") amends and supplements the filed on February 1, 2024"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Victoria's Secret & Co.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

926400102

(CUSIP Number)

BRETT BLUNDY
BBRC INTERNATIONAL PTE LIMITED, 3 Phillip St #09-05 Royal Group Building
Singapore, U0, 048693
61 2 9285 6700

Richard Brand
Michelle Rutta White & Case LLP, 1221 Avenue of the Americas
New York, NY, 10020
(212) 819-8200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/04/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 926400102

1

Name of reporting person

BBFIT INVESTMENTS PTE LTD

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SINGAPORE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,310,531.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,310,531.00

11

Aggregate amount beneficially owned by each reporting person

10,310,531.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 926400102

1

Name of reporting person

THE BB FAMILY INTERNATIONAL TRUST

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SINGAPORE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,310,631.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,310,631.00

11

Aggregate amount beneficially owned by each reporting person

10,310,631.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 926400102

1

Name of reporting person

BBRC INTERNATIONAL PTE LTD

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SINGAPORE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,310,631.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,310,631.00

11

Aggregate amount beneficially owned by each reporting person

10,310,631.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 926400102

1

Name of reporting person

BRETT BLUNDY

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

AUSTRALIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,310,631.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,310,631.00

11

Aggregate amount beneficially owned by each reporting person

10,310,631.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: Victoria's Secret & Co.
(c)	Address of Issuer's Principal Executive Offices: 4 Limited Parkway East, Reynoldsburg, OHIO , 43068.
Item 1 Comment: EXPLANATORY NOTE This Amendment No. 5 to Schedule 13D (this "Amendment No. 5") amends and supplements the Schedule 13D filed on February 1, 2024, as amended by Amendment No. 1 filed on March 12, 2025, Amendment No. 2 filed on April 1, 2025, Amendment No. 3 filed on June 10, 2025 and Amendment No. 4 filed on November 4, 2025 (collectively, the "Schedule 13D") relating to the common stock, par value $0.01 per share (the "Common Stock"), of Victoria's Secret & Co. (the "Issuer"), a Delaware corporation. Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to such terms in the Schedule 13D. The aggregate percentage of shares owned by each person named herein is based on 79,425,668 shares of Common Stock outstanding as of April 15, 2026, as reported in the Issuer's Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on May 1, 2026.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented as follows: On May 4, 2026, the Reporting Persons filed a preliminary proxy statement and accompanying GOLD proxy card with the U.S. Securities and Exchange Commission to be used to solicit votes "AGAINST" the reelection of two members of the board of directors (the "Board") of the Issuer - Chair Donna James, who has served on the Board for 25 years (including the Issuer's predecessor entities) and Mariam Naficy - at the Issuer's 2026 annual meeting of stockholders (the "Annual Meeting"). Also on May 4, 2026, the Reporting Persons issued a press release including an open letter to stockholders (the "Stockholder Letter") announcing the launch of their campaign and urging stockholders to vote "AGAINST" the reelection of Mmes. James and Naficy. A copy of the press release is attached hereto as Exhibit 99.4 and is incorporated herein by reference. As described in the Stockholder Letter, the Reporting Persons beneficially own approximately 13.0% of the outstanding Common Stock, making them the Issuer's second-largest stockholder, and have engaged extensively with the Issuer since their initial investment. The Reporting Persons state that, notwithstanding such engagement, the Issuer has materially underperformed relevant benchmarks and has, in their view, suffered from sustained deficiencies in Board oversight, including with respect to capital allocation decisions, strategic execution and responsiveness to stockholder concerns. The Reporting Persons further assert that certain members of the Board have failed to exercise appropriate oversight of management and have not acted with sufficient independence, particularly in light of excessive director tenure and limited equity ownership relative to public stockholders. The Stockholder Letter also highlights, among other matters, the Issuer's financial underperformance relative to the S&P 500 Consumer Discretionary Distribution & Retail Index since the Reporting Persons' investment, which the Reporting Persons attribute to ineffective oversight that resulted in, among other things, approximately $1.2 billion of capital deployed toward share repurchases and acquisitions with limited demonstrable return, including the Issuer's acquisition of Adore Me. The Reporting Persons further cite governance concerns, including the Board's adoption of a stockholder rights plan without stockholder approval and the Board's failure to appoint a stockholder representative despite repeated requests. As set forth in the Stockholder Letter, for these and other reasons, the Reporting Persons have initiated a campaign seeking to hold Mmes. James and Naficy accountable for their roles in the foregoing matters and to signal to the Issuer that changes to Board composition and oversight are required. The Reporting Persons state that they are not seeking Board representation in connection with this solicitation, but instead are urging stockholders to vote "AGAINST" the reelection of Ms. James and Ms. Naficy in order to promote improved governance and oversight at the Issuer.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: 99.4 - Press release, dated May 4, 2026

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BBFIT INVESTMENTS PTE LTD

Signature:	BBFIT INVESTMENTS PTE LTD
Name/Title:	Brett Blundy, Director
Date:	05/04/2026

THE BB FAMILY INTERNATIONAL TRUST

Signature:	THE BB FAMILY INTERNATIONAL TRUST
Name/Title:	Brett Blundy, Director
Date:	05/04/2026

BBRC INTERNATIONAL PTE LTD

Signature:	BBRC INTERNATIONAL PTE LTD
Name/Title:	Brett Blundy, Director
Date:	05/04/2026

BRETT BLUNDY

Signature:	BRETT BLUNDY
Name/Title:	Brett Blundy
Date:	05/04/2026