(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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As we reflect on fiscal 2025, it has been a year of transition fueled by change and transformative, innovative energy to help set the groundwork for success in 2026 and beyond. Bath & Body Works is a business with meaningful and durable advantages: an iconic brand with deep customer affection, category-leading fragrance franchises, a large and highly engaged loyalty base of 40 million members, a fast and flexible domestic supply chain, and a global fleet of 2,500 stores. These are powerful assets that we believe position us to win.

In 2025, the Board of Directors fulfilled a key governance responsibility by guiding a planned CEO transition. Under this new leadership, we acknowledged that recent performance does not fully realize the Company’s potential. In response, we introduced the Consumer First Formula, a comprehensive, multi-year strategy to drive sustainable, profitable growth by placing the consumer back at the center of every decision.

First, Create Innovative, Disruptive Product. We are refocusing on our hero categories where we believe that our brand and expertise give us the strongest right to win - body care, home fragrance, and soaps & sanitizers. Our innovation pipeline is grounded in deeper consumer insight, earlier testing, and a sharper focus on benefits.

Second, Reignite the Brand. Bath & Body Works has high awareness, but awareness alone is not enough. We must earn greater cultural relevance and give new and younger consumers stronger reasons to choose us. We believe that this requires clearer positioning, more distinctive storytelling, and a more elevated, creator-led, and digitally driven marketing model.

Third, Win in the Marketplace. We are putting ourselves in the path of the consumer. Our store fleet remains a significant competitive advantage, and we are improving the in-store experience through simplification and better navigation. At the same time, our Amazon launch and digital investments expand our reach to new and lapsed consumers. Internationally, our partners continue to deliver strong growth, providing an additional avenue for expansion.

Fourth, Operate with Speed & Efficiency. We are simplifying how we operate and reallocating resources to the highest-impact opportunities. Our Fuel for Growth program targets $250 million in cost savings over two years, including $175 million in 2026. These savings will fund investments in product, brand, and distribution while increasing the speed and agility of the organization.

We have also strengthened leadership across key functions, including merchandising, digital, wholesale, stores, and brand. Equally important is the culture we are cultivating - one that is more agile, accountable, and creative, with a strong consumer-centric foundation.

As we navigate our transformation, we remain grounded in strong corporate governance and support the creation of long-term value for our shareholders.

We are committed to ensuring balanced and thoughtful allocation of capital, as we invest in the new strategy while returning cash to shareholders. We were pleased to pay $167 million in dividends and repurchase approximately 15 million shares of common stock for $400 million in 2025.

We are focused on ensuring our executive compensation program is designed to drive shareholder value creation and top-line growth. This past year we started transitioning our short-term incentive program to an annual program to better align with market practice. In 2026, we will evolve our executive compensation program to support the Consumer First Formula.

We believe that our significantly refreshed Board of Directors has the optimal structure and composition with the right mix of expertise, backgrounds, and tenures. If all nominees are elected to serve as directors at the 2026 annual meeting, the average tenure will be 5 years, with 90% of the directors joining in 2019 or later.

The work is well underway, and customers and shareholders will see increasing momentum throughout 2026 and into 2027. We remain confident in our ability to deliver to all our stakeholders. We believe that we have the platform, the plan, and the team to win.

The Company and the Board are committed to ongoing engagement with our shareholders. We continue to listen, learn and implement feedback that supports our Company’s long-term growth.

Thank you for your continued support and confidence in Bath & Body Works. We respectfully ask for your voting support on the matters set forth in this proxy statement.

Sincerely,

June 11, 2026

This is a summary of information contained in this Proxy Statement about Bath & Body Works, Inc. (referred to in this proxy statement as “we,” “us,” “our” and the “Company”) and our upcoming 2026 annual meeting of shareholders. This summary does not contain all the information you should consider. Please carefully read the entire proxy statement before voting.

You may vote if you were a Company shareholder of record as of the close of business on April 14, 2026.

The following table provides summary information about the ten director nominees the Board of Directors (the “Board”) has nominated for election at our 2026 annual meeting of shareholders. Additional information about each nominee’s background and experience can be found beginning on page 8 of this proxy statement.

We believe that our director nominees, as a whole, possess the optimal mix of qualifications, skills and experience that, taken together, provide us with the variety and depth of knowledge, judgment and vision necessary to provide effective oversight of the Company, including:

 

The “Corporate Governance” section beginning on page 15 of this proxy statement describes our strong governance framework, which includes:

Our executive compensation program is designed to emphasize pay-for-performance and to provide a meaningful and direct link between the interests of our named executive officers (“NEOs”) and those of our shareholders. We employ a pay mix philosophy that focuses on performance-based compensation, and we utilize rigorous performance metrics that align with our strategic direction, provide balance between top-line growth and profitability and are designed to drive total shareholder return.

We caution that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this proxy statement or made by our Company or our management involve risks and uncertainties and are subject to change based on various factors, many of which are beyond our control. Accordingly, our future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. Words such as “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “potential,” “target,” “goal” and any similar expressions may identify forward-looking statements. The forward-looking statements contained in this proxy statement are subject to certain risks, uncertainties and other factors that could affect our financial performance and actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements included in this proxy statement or otherwise made by our Company or our management. We are not under any obligation and do not intend to make publicly available any update or other revisions to any of the forward-looking statements contained in this proxy statement to reflect circumstances existing after the filing date of this proxy statement or to reflect the occurrence of future events even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized. Additional information regarding these and other factors can be found in “Item 1A. Risk Factors” in the Company’s 2025 Annual Report on Form 10-K for the fiscal year ended January 31, 2026 (the “2025 10-K”), as filed with the Securities and Exchange Commission (the “Commission”), and our subsequent filings.

Our Board is elected annually by our shareholders and currently has ten members. Each director is, and throughout his or her service during fiscal 2025 was, independent in accordance with applicable New York Stock Exchange (“NYSE”) standards other than Daniel Heaf, our Chief Executive Officer.

The Nominating & Governance Committee is responsible for considering candidates for the Board and recommending director nominees for the Board. After evaluating the performance, qualifications, skills and experience of each of the current Board members and the composition of our full Board, based upon the recommendations of the Nominating & Governance Committee, the Board has recommended the election of ten directors.

We believe that our director nominees, as a whole, possess the right mix of qualifications, skills and experience that, taken together, provide us with the variety and depth of knowledge, judgment and vision necessary to provide effective oversight of the Company. The tables below summarize the skills, qualifications and attributes of our director nominees.

 

Each of the ten individuals nominated for election to the Board would hold office until our 2027 annual meeting of shareholders or until his or her successor is elected and qualified. If any nominee is unable to serve, your proxy may vote for another nominee proposed by the Board; alternatively, the Board may elect to reduce the size of the Board. We are unaware of any nominee of the Board who would be unable to serve as a director if elected.

Following is additional information about the experience and qualifications of each of the nominees for director that led the Board to conclude that the director nominee would provide valuable insight and guidance as a member of the Board.

In making these determinations, the Board took into account all factors and circumstances that it considered relevant, including, where applicable, the existence of any employment relationship between the director or a member of the director’s immediate family and the Company; whether within the past three years the director or a member of the director’s immediate family has served as an executive officer of the Company; whether the director or a member of the director’s immediate family has received, during any 12-month period within the last three years, direct compensation from the Company in excess of $120,000 (other than compensation in respect of such person’s service on the Board); whether the director or a member of the director’s immediate family has been, within the last three years, a partner or an employee of the Company’s internal or external auditors; and whether the director or a member of the director’s immediate family is employed by an entity that is engaged in business dealings with the Company that exceed the greater of $1 million or 2% of such entity’s consolidated gross revenues. The Board has not adopted categorical standards with respect to director independence. The Board believes that it is more appropriate to make independence determinations on a case-by-case basis in light of all relevant factors.

The Company believes that an effective Board consists of individuals who possess a variety of complementary skills, a range of tenures, a diversity of perspectives and expertise in key areas supporting our business and evolving strategy. Accordingly, the Nominating & Governance Committee and the Board consider the performance, contributions, skills and experience of our Board members in the broader context of the Board’s overall composition, with a view toward constituting a Board that has the integrity, judgment, skill set, experience and other characteristics to oversee the broad set of challenges that the Company faces and evaluate management on executing the Company’s strategy. Refreshment of the Board promotes the long-term interests of our shareholders and strengthens Board and management accountability.

In assessing new individuals to serve as directors and committee members, the Nominating & Governance Committee takes into account the qualifications of existing directors for continuing service or re-nomination, which may be affected by, among other things, the quality of their contributions, their attendance records, changes in their primary employment or other business affiliations, the number of boards of publicly traded companies on which they serve or other competing demands on their time and attention. While the Board has not established any specific minimum qualifications for director nominees, as indicated in the Company’s corporate governance principles, the directors and any potential nominees should possess the integrity, judgment, skills, experience and other characteristics that are deemed necessary or desirable for the effective performance of the Board’s oversight function. Certain of the skills, qualifications and particular areas of expertise considered with respect to the members of the Board are summarized under the heading “Election of Directors—The Board’s 2026 Director Nominees” and in the director biographies found on pages 8 through 12 of this proxy statement. The Company’s corporate governance principles provide that the Board will be composed of members of diverse backgrounds. The Nominating & Governance Committee considers the diversity of experience, background and expertise of the current directors and areas where new directors might add additional perspectives as factors in the selection of Board nominees.

The Nominating & Governance Committee does not have a formal policy regarding the consideration of director candidates recommended by shareholders. The Board believes that it is more appropriate to provide the Nominating & Governance Committee flexibility in evaluating shareholder recommendations. If a director nominee is recommended by a shareholder, the Nominating & Governance Committee will give due consideration to the director nominee and will use the same criteria used for evaluating individuals nominated by the Board, in addition to considering the information relating to the director nominee provided by the shareholder. Shareholders may submit recommendations for director candidates for consideration by the Nominating & Governance Committee by contacting the committee as described under the heading “Contacting the Board” found on page 21.

The Company has a long-standing commitment to strong corporate governance, which promotes the long-term interests of our shareholders, strengthens Board and management accountability and helps build stakeholder trust in the Company. The Board regularly reviews the Company’s major governance documents, policies and processes in the context of current governance trends, recognized best practices and legal and regulatory changes.

The following sections provide an overview of our corporate governance structure, policies and processes, including key aspects of our Board’s and its committees’ operations.

Mr. Heaf serves as Chief Executive Officer and Ms. Nash serves as Board Chair. Ms. Nash, who has chaired our Board since May 2020, served as independent Board Chair throughout fiscal 2025. The charter of the Nominating & Governance Committee provides that the positions of Board Chair and Chief Executive Officer will be held by different persons. If the Board Chair is not an independent director, our corporate governance principles further provide that an independent director will be appointed by the independent directors of the Board as the lead independent director (the “Lead Independent Director”). If a Lead Independent Director is appointed, the Lead Independent Director will have the following responsibilities:

During fiscal 2025, our Board held eight meetings and all of the then-current directors attended 75% or more of the total number of meetings of the Board and of the committees of the Board on which they served. Each director is expected to dedicate sufficient time, energy and attention to ensure the diligent performance of the director’s duties, including by attending meetings of the Board and the committees of which the director is a member.

The Company does not have a formal policy regarding attendance by members of the Board at the Company’s annual meeting of shareholders. However, it encourages directors to attend and historically nearly all have done so. All of the then-current Board members attended the 2025 annual meeting of shareholders.

During fiscal 2025, the Board had a standing Audit Committee, Human Capital & Compensation (“HCC”) Committee and Nominating & Governance Committee. The charters for the Audit, HCC and Nominating & Governance Committees are available on the Company’s website at www.bbwinc.com (see the “Investors” link followed by the “Committee Charters and Governance Materials” link). The current members of our committees, the principal roles and responsibilities of each committee and the number of meetings each committee held during fiscal 2025 are reflected on the next page. Each member of each committee during fiscal 2025 was, and each current member continues to be, independent in accordance with the Company’s corporate governance principles and applicable NYSE standards and Commission rules.

To ensure that the Board and its committees remain effective, the Nominating & Governance Committee oversees a robust annual evaluation of the Board, the Audit Committee, the HCC Committee and the Nominating & Governance Committee and recommends ways to improve performance. At least annually, each of the Audit Committee, the HCC Committee and the Nominating & Governance Committee evaluates its own performance and reports to the Board on such evaluation. The full Board also engages in self-evaluation at least annually, including bi-annual individual meetings between the Board Chair and each committee chair.

The independent directors on the Board meet in regular executive sessions. Ms. Nash serves as the chair of those meetings. Mr. Heaf does not attend any meetings of the independent directors.

Our Board plays an important role in the Company’s strategic planning process through dedicated strategy sessions that occur at least annually as well as active engagement with Company management regarding the Company’s strategy at each regular Board meeting. The Board regularly reviews the Company’s capital structure with a view toward long-term value creation for the Company’s shareholders. As discussed under the heading “Election of Directors—The Board’s 2026 Director Nominees,” beginning on page 6 of this proxy statement, our director nominees possess specific qualifications, skills and experience that support the Company’s strategy.