Core Viewpoint - Victoria's Secret & Co. is set to release its third quarter 2025 earnings on December 5, 2025, with a live conference call scheduled for 8:30 a.m. ET to discuss the results [1][2]. Company Overview - Victoria's Secret & Co. (NYSE: VSCO) is a specialty retailer offering modern, fashion-inspired collections, including bras, lingerie, apparel, and fragrances, with a commitment to empowering over 30,000 associates across more than 1,400 retail stores in nearly 70 countries [3].

Core Viewpoint - Victoria's Secret has responded to BBRC's public letter, emphasizing significant momentum under new CEO Hillary Super, with total shareholder returns of 89% since her appointment, outperforming the S&P 1500 Specialty Retail Index by 78% and peers by 91% [1] Group 1: BBRC's Position - BBRC claims to have attempted multiple times over the last two years to engage with the board regarding critical issues and potential solutions [2] - BBRC has initiated calls, meetings, and email exchanges with the board to communicate their views and address long-term problems with the company's direction [3] - BBRC seeks the removal of the long-tenured board chair and the appointment of a stockholder representative to restore confidence in the board [3] Group 2: Proposed Changes - BBRC argues that a new, independent chair would drive value for employees, customers, and stockholders, and a strengthened board would effectively oversee the company [4] - BBRC believes that adding a stockholder to the board will enhance investor confidence and align the board's interests with those of the stockholders [4] - Victoria's Secret is currently vetting BBRC's Brett Blundy as a candidate for the board and evaluating other demands from BBRC [4] Group 3: Board Engagement - Victoria's Secret asserts that the board has engaged extensively with BBRC, including meetings with Mr. Blundy and other representatives over the past three years [5][6] - Mr. Blundy presented at a board meeting in September 2025, where he made demands for his appointment to the board and proposed extensive changes to board and committee composition [6]

Core Viewpoint - Brett Blundy, a billionaire investor, is interested in joining the board of Victoria's Secret & Co. but faces obstacles due to the board's concerns about conflicts of interest and competitive issues [1][2]. Group 1: Blundy's Involvement and Intentions - Blundy's BBRC International owns 12.9% of Victoria's Secret and he has been attempting to influence the company since his initial investment in 2022 [1][2]. - He has communicated with the board through calls, meetings, and emails, expressing his views on the company's direction and seeking to address long-term issues [3]. - Blundy aims to join the board and replace chair Donna James, citing concerns over the board's oversight and management capabilities [4]. Group 2: Board's Response and Performance - The board claims to have engaged extensively with BBRC and highlights an 89% increase in stock price since the appointment of CEO Hillary Super [7]. - The board previously considered Blundy for a director position in late 2023 and early 2024 [7]. - In response to Blundy's demands, the board initiated a renewed evaluation of his candidacy, citing the need for additional due diligence due to potential conflicts of interest and past conduct issues [9]. Group 3: Ongoing Evaluation and Future Actions - The board's evaluation of Blundy's candidacy is ongoing, and they have not yet made a decision regarding his appointment [10]. - Blundy has indicated that if the board does not change its approach, he plans to attempt to replace directors at the next annual meeting [6].

Core Viewpoint - Victoria's Secret & Co. is experiencing significant momentum and outperformance under the leadership of new CEO Hillary Super, with total shareholder returns of 89% since her appointment, significantly outperforming relevant indices and peers [1][7]. Group 1: Board Engagement and Evaluation - The Board has been actively engaging with BBRC and is currently reviewing Brett Blundy's candidacy for a Board seat, along with his other demands [2][3]. - The Board's evaluation process includes thorough due diligence due to potential conflicts of interest and past conduct-related issues associated with BBRC [3][4]. - Despite the Board's collaborative approach, Mr. Blundy has not responded to follow-up questions, leading to disappointment from the Board regarding BBRC's public communication strategy [4][5]. Group 2: Company Performance and Strategy - Under CEO Hillary Super's leadership, Victoria's Secret & Co. has implemented the "Path to Potential" strategy, resulting in significant outperformance, including beating sales and operating income guidance in the second quarter [6][7]. - The company has increased its full-year sales guidance despite facing tariff headwinds, indicating strong operational performance [6][7]. - The Board has added four new directors since the spin-off from L Brands, enhancing its retail experience and governance [6]. Group 3: Shareholder Communication - Victoria's Secret & Co. is committed to transparent and collaborative communication with BBRC and all shareholders, emphasizing the importance of fulfilling fiduciary duties and enhancing shareholder value [5][8]. - The company appreciates BBRC's investment and aims to capitalize on its current momentum as it approaches the holiday season [7].

Core Viewpoint - A major investor, BBRC International, is urging Victoria's Secret to overhaul its board, criticizing the current chair for being "over-tenured" and having a "stale perspective" [1][3]. Company Performance - Victoria's Secret has experienced a stock decline of approximately 15% since its initial public offering in 2021, with its market capitalization falling below $3 billion [4][14]. - The company has struggled to adapt its brand image from sexy lingerie to more comfortable options, failing to resonate with customers amid fierce competition from brands like Savage X Fenty and Skims [4]. Investor Actions - BBRC International, which owns nearly 13% of Victoria's Secret, has been advocating for changes since it began acquiring its stake in 2022 [2]. - The firm intends to replace directors at the next annual meeting if the board does not demonstrate a willingness to engage in good faith [3]. Recent Developments - Victoria's Secret faced a three-day website outage earlier this year due to a cyberattack, further complicating its operational challenges [7]. - The company has adopted a shareholder-rights plan to prevent potential takeover attempts amid accusations from BBRC regarding improper antitrust filings [8]. Leadership Changes - Hillary Super became the new CEO of Victoria's Secret last fall, focusing on revamping the brand's image and product offerings [12]. - The previous CEO, Martin Waters, had shifted the brand's focus towards comfort, which initially boosted sales but ultimately led to stagnation [15].

Core Points - BBRC International PTE Limited owns approximately 12.9% of the outstanding shares of Victoria's Secret & Co. [1] - The company has publicly released a letter to the Board of Directors after months of attempts to engage in good faith regarding necessary changes to improve the Board's composition [1]

Core Viewpoint - BBRC, which holds a nearly 13% stake in the retailer, has called for the removal of the current chair and the installation of the investor's founder as the new chair [1] Group 1 - BBRC owns a significant stake of approximately 13% in the retailer [1] - The letter sent by BBRC to the board emphasizes a change in leadership [1] - The proposed change involves replacing the current chair with the founder of BBRC [1]

Core Viewpoint - UBS upgraded Victoria's Secret & Co. (VSCO) to a Buy rating from Neutral, indicating increased confidence in the management's ability to reposition key brands [3] Summary by Category Company Performance - UBS analyst Mauricio Serna expressed heightened conviction in Victoria's Secret management's capability to effectively reposition its key brands [3]

Core Viewpoint - Victoria's Secret & Co. received an upgrade from UBS, moving from neutral to buy, indicating strong confidence in the company's future performance [1] Summary by Category - **Stock Upgrade** - UBS upgraded Victoria's Secret's stock rating from neutral to buy, reflecting a positive outlook on the company's performance [1] - **Price Target Adjustment** - UBS also raised its 12-month price target for Victoria's Secret, suggesting an anticipated increase in the stock's value [1]

Core Insights - Companies are projected to incur at least $1.2 trillion more in expenses in 2025 than initially anticipated, significantly impacting consumers [1] - Analysts estimate that two-thirds of a $907 billion expense shock will be passed on to consumers, resulting in $592 billion in higher prices [2] - The estimate of $1.2 trillion is considered conservative, with smaller companies being more vulnerable to tariffs and supply-chain costs [3] Company Impact - Fashion firms are experiencing a notable impact from increasing tariffs, particularly as these tariffs extend beyond China [4] - American Eagle reported a $20 million impact from tariffs in Q3 and anticipates at least double that amount in Q4 [5] - Victoria's Secret revised its net tariff impact for the year upward by $50 million, now expecting a total of $150 million [5] Consumer Behavior - Despite the pressure on profit margins, companies are hesitant to raise prices due to consumer sensitivity, as shoppers are reducing non-essential purchases and opting for cheaper brands [6] - Deloitte forecasts a 10 percent contraction in consumer spending during the holiday season [6]