FMR LLC and Abigail P. Johnson report beneficial ownership of 6,215,279.12 shares of Victoria's Secret & Co common stock, representing 7.7% of the class as of 03/31/2026. The filing (Schedule 13G) shows FMR LLC with 6,215,279.12 shares in sole dispositive power and 6,043,122.69 in sole voting power. The cover cites CUSIP 926400102 and lists principal business address for FMR LLC in Boston. An exhibit referencing a 13d-1(k)(1) agreement is attached.
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Negative
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Insights
Large passive stake disclosed: 6,215,279.12 shares (7.7%).
FMR LLC reports beneficial ownership of 6,215,279.12 shares, representing 7.7% of common stock as of 03/31/2026. The filing identifies sole dispositive power and near-equivalent sole voting power, which signals direct portfolio control for voting and disposition decisions.
Cash-flow treatment and trading intent are not specified in the excerpt; subsequent filings or proxy disclosures would show any voting plans or changes to the stake.
Disclosure aligns with regulatory thresholds for Schedule 13G reporting.
The Schedule 13G structure indicates a passive reporting framework but the cover lists sole dispositive and voting powers. The filing also references an exhibit for a 13d-1(k)(1) agreement which may document an arrangement among reporting parties.
Governance impact depends on whether the position remains passive; check future filings for any conversion to an active 13D or voting disclosures.
Key Figures
Beneficial ownership:6,215,279.12 sharesPercent of class:7.7%Sole voting power:6,043,122.69 shares+2 more
5 metrics
Beneficial ownership6,215,279.12 sharesas of 03/31/2026
Percent of class7.7%ownership percentage reported on Schedule 13G
Sole voting power6,043,122.69 sharesreported for FMR LLC on the cover page
Sole dispositive power6,215,279.12 sharesreported for FMR LLC on the cover page
CUSIP926400102Victoria's Secret & Co common stock identifier
Key Terms
Schedule 13G, Beneficial ownership, Sole dispositive power, 13d-1(k)(1) agreement
4 terms
Schedule 13Gregulatory
"Item 1. | (a) | Name of issuer: VICTORIA'S SECRET &"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Sole dispositive powerregulatory
"7 | Sole Dispositive Power 6,215,279.12"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
13d-1(k)(1) agreementregulatory
"Exhibit Information Please see Exhibit 99 for 13d-1(k) (1) agreement."
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
VICTORIA'S SECRET & CO
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
926400102
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
926400102
1
Names of Reporting Persons
FMR LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
6,043,122.69
6
Shared Voting Power
0.00
7
Sole Dispositive Power
6,215,279.12
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,215,279.12
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.7 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP Number(s):
926400102
1
Names of Reporting Persons
Abigail P. Johnson
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
6,215,279.12
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,215,279.12
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.7 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
VICTORIA'S SECRET & CO
(b)
Address of issuer's principal executive offices:
4 LIMITED PARKWAY EAST,REYNOLDSBURG,OH,USA,43068
Item 2.
(a)
Name of person filing:
FMR LLC
(b)
Address or principal business office or, if none, residence:
245 Summer Street, Boston, Massachusetts 02210
(c)
Citizenship:
Not applicable
(d)
Title of class of securities:
COMMON STOCK
(e)
CUSIP Number(s):
926400102
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
6215279.12
(b)
Percent of class:
7.7 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Please see the responses to Items 5 and 6 on the cover page.
(ii) Shared power to vote or to direct the vote:
0.00
(iii) Sole power to dispose or to direct the disposition of:
6215279.12
(iv) Shared power to dispose or to direct the disposition of:
0.00
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
One or more other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the COMMON STOCK of VICTORIA'S SECRET & CO. No one other person's interest in the COMMON STOCK of VICTORIA'S SECRET & CO is more than five percent of the total outstanding COMMON STOCK.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See attached Exhibit 99.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
FMR LLC
Signature:
Richard Bourgelas
Name/Title:
Duly authorized under Power of Attorney effective as of April 13, 2026, by and on behalf of FMR LLC and its direct and indirect subsidiaries*
Date:
05/05/2026
Abigail P. Johnson
Signature:
Richard Bourgelas
Name/Title:
Duly authorized under Power of Attorney effective as of April 13, 2026, by and on behalf of Abigail P. Johnson*
Date:
05/05/2026
Comments accompanying signature: *This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on April 29,2026, accession number: 0000315066-26-000738.
FMR LLC disclosed beneficial ownership of 6,215,279.12 shares of Victoria's Secret & Co, equal to 7.7% of the class as of 03/31/2026. The filing shows sole dispositive power over those shares.
Does Abigail P. Johnson directly own the shares reported in the 13G?
Abigail P. Johnson is listed with beneficial ownership of 6,215,279.12 shares and is reported as having sole dispositive power. The filing attributes holdings to both FMR LLC and Abigail P. Johnson in the cover data.
What form was filed to report this ownership for VSCO?
The ownership was reported on a Schedule 13G, a passive beneficial ownership report under SEC rules. The filing references an attached 13d-1(k)(1) exhibit in Exhibit 99.
What voting and dispositive powers are reported by FMR LLC?
The cover shows FMR LLC with 6,043,122.69 shares of sole voting power and 6,215,279.12 shares of sole dispositive power for VSCO common stock as of the stated date.
Is the disclosed position above the SEC 5% threshold for VSCO?
Yes. The filing reports 7.7% beneficial ownership, which exceeds the SEC's 5% reporting threshold and triggered Schedule 13G disclosure as shown in the submission.
