BBWI

Business Context and Reporting Period

This Form 8-K filing by Bath & Body Works, Inc. (BBWI) is dated May 16, 2025, with the report filed on May 19, 2025. The filing primarily addresses significant changes in executive leadership and references anticipated financial results for the first quarter of 2025.

Key Financial Metrics

The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. Item 2.02 states that the Company issued a press release on May 19, 2025, announcing anticipated financial results for the first quarter of 2025, but the specific figures are contained in Exhibit 99.1 and are not detailed within the body of this 8-K text.

Material Changes and Executive Leadership

The most significant material change reported is the departure of the Chief Executive Officer and the appointment of a successor:

• Departure: Gina Boswell ceased to serve as Chief Executive Officer and resigned from the Board of Directors effective May 16, 2025.
• Appointment: Daniel Heaf was appointed as Chief Executive Officer effective May 16, 2025. He will also be appointed to the Board of Directors following the 2025 Annual Meeting of Shareholders.
• Background: Mr. Heaf previously held leadership roles at Nike, Inc., Burberry, and BBC Worldwide.

Compensation, Outlook, and Risks

Executive Compensation (Daniel Heaf): The filing details a comprehensive compensation package for the new CEO, including:

• Annual base salary of $1,350,000.
• Target annual incentive opportunity of 190% of base salary.
• Annual equity incentive award opportunity (starting 2026) with a grant date fair value of $8,000,000.
• One-time Sign-On Restricted Stock Units (RSUs) valued at $2,500,000, vesting over three years (30%, 30%, 40%).
• One-time Performance Share Units valued at $2,500,000.
• Relocation and travel allowance up to $200,000.

Severance Arrangements:

• Mr. Heaf: Entitled to two years of base salary and COBRA premiums, plus pro-rated incentives and equity vesting upon termination without cause or for good reason. Enhanced benefits apply in the event of a change in control, including accelerated vesting of all unvested equity.
• Ms. Boswell: Entitled to severance payments and benefits pursuant to her existing executive severance agreement (filed as Exhibit 10.16 to the 2025 10-K) upon termination without cause, subject to a release of claims.

Outlook and Risks: The filing references a press release regarding Q1 2025 results but does not provide specific guidance or commentary on future performance within the text. The primary risk highlighted is the transition of leadership and the associated financial commitments to the new CEO.

Investor Verification Checklist

• Review Exhibit 99.1 (Press Release) for specific Q1 2025 financial results and forward-looking guidance.
• Verify the exact terms of Gina Boswell's severance package by referencing the executive severance agreement filed as Exhibit 10.16 to the 2025 Form 10-K.
• Monitor the Company's 2025 Annual Meeting of Shareholders for the formal appointment of Daniel Heaf to the Board of Directors.
• Assess the impact of the new CEO's compensation structure on future equity dilution and cash flow.