Victoria's Secret adopts one-year poison pill after BBRC accumulates 13% stake

Victoria's Secret & Co.

Rights plan triggers at 15% (20% for passive) ownership; expires May 18, 2026.
BBRC International (Brett Blundy) holds ~13%; HSR corrective filing allows up to 49.99% after May 21, 2025.
Board cites BBRC's history of acquiring control in retail and launch of competing lingerie brand.
If triggered, other holders can buy shares at 50% discount; plan has no dead-hand provision.

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Victoria's Secret & Co.: Filed Certificate of Designations of Series A Preferred Stock with the Delaware Secretary of State in connection with the adoption of a Rights Agreement (effective 2025-05-20).

Change: charter amendment
Effective: 2025-05-20

Exact text from the filing

In connection with the adoption of the Rights Agreement, on May 20, 2025, the Company filed a Certificate of Designations of Series A Preferred Stock with the Secretary of State of the State of Delaware.

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Victoria's Secret & Co. filing history →

Source: SEC EDGAR

accession 0001856437-25-000013

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