Document

SD 1 a2025formsd.htm SD Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________

FORM SD

SPECIALIZED DISCLOSURE REPORT

_________________________________

VICTORIA’S SECRET & CO.

(Exact name of registrant as specified in its charter)

_________________________________

Delaware

001-40515

86-3167653

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(IRS Employer Identification No.)

4 Limited Parkway East,

Reynoldsburg, Ohio 43068

(Address of principal executive offices) (Zip Code)

Melinda McAfee (614) 577-7021

(Name and telephone number, including area code, of the person to contact in connection with this report.)

_______________

Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

_X__ Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2025.

Section 1 - CONFLICT MINERALS DISCLOSURE

Item 1.01 CONFLICT MINERALS DISCLOSURE AND REPORT

Conflict Minerals Disclosure

Victoria’s Secret & Co. (together with its subsidiaries unless the context otherwise requires, “we”, “us”, “our” or the “Company”) is a specialty retailer of women's intimates and other apparel and beauty products marketed under the Victoria’s Secret, PINK and Adore Me brand names. We have approximately 860 stores in the United States (“U.S.”), Canada and China, as well as our own websites, www.VictoriasSecret.com, www.PINK.com, www.AdoreMe.com and www.DailyLook.com, and other digital channels worldwide. Additionally, we have more than 560 stores in approximately 70 countries operating under franchise, license and wholesale arrangements. The Company also includes the merchandise sourcing and production function serving us and our international partners. We operate as a single segment designed to seamlessly serve customers worldwide through stores and digital channels.

The Securities and Exchange Commission (the “SEC”) adopted Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”) to implement reporting and disclosure requirements related to conflict minerals (as defined in the Rule) mandated by Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. After performing the steps required by the Rule, Victoria’s Secret & Co. has concluded in good faith that during the year ended December 31, 2025, it contracted to manufacture products which contained conflict minerals that were necessary to the functionality or production of such products.

Accordingly, the Company has filed this Form SD and the attached Conflict Minerals Report for the calendar year ended December 31, 2025. The Company’s Form SD and Conflict Minerals Report for the calendar year ended December 31, 2025, are available on the Company’s website at https://www.victoriassecretandco.com/investors/financial-information/sec-filings. The information contained on Victoria’s Secret & Co.’s website is not a part of this Form SD and is not deemed incorporated by reference into this Form SD or any other public filing made with the SEC.

Item 1.02 EXHIBIT

The Company’s Conflict Minerals Report for the calendar year ended December 31, 2025 is filed herewith as Exhibit 1.01.

Section 3 - EXHIBITS

Item 3.01 EXHIBITS

Exhibit 1.01 Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Victoria’s Secret & Co.

(Registrant)

Date:

May 28, 2026

By:

/s/ Melinda McAfee

Name:

Melinda McAfee

Title:

Chief Legal and Compliance Officer

SEC Form SD filed by Victorias Secret & Co.