Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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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).
SCHEDULE 13D
|
| CUSIP No. | 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: |
| ||||||||
| 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 No. | 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: |
| ||||||||
| 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 No. | 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: |
| ||||||||
| 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 No. | 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: |
| ||||||||
| 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.
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