LB L Brands Inc

Bath & Body Works, Inc. (the “Company”) determined that a number of shares of the Company’s common stock offered under the Company’s 401(k) Savings and Retirement Plan (the “Plan”) were previously inadvertently omitted from inclusion on a registration statement on Form S-8. As a result, on July 29, 2022, the Company commenced a voluntary rescission offer (the “Rescission Offer”) to eligible participants in order to remediate the possible registration and prospectus delivery defects. The Rescission Offer is being made with respect to a maximum of 136,380 shares of Company common stock sold pursuant to the Plan from February 10, 2021 to February 10, 2022 (the “Shares”). The Rescission Offer will be funded from the Company’s existing cash balance. The Company does not expect that the exercise of any rescission rights will have a material impact on its consolidated results of operations, financial position or cash flows.

The Rescission Offer is described in the corresponding Company prospectus supplement dated July 29, 2022, together with the related prospectus dated March 21, 2022, filed with the Securities and Exchange Commission under Rule 424(b) on July 29, 2022. The securities subject to the Rescission Offer were registered by the Company pursuant to an automatic shelf registration statement on Form S-3 (SEC File No. 333-263720) filed with the Securities and Exchange Commission on March 21, 2022 (the “Registration Statement”).

The description of the Rescission Offer in this Form 8-K does not purport to be complete and is qualified in its entirety by reference to the full text of the prospectus supplement.

A validity opinion with respect to the Shares is being filed with this Current Report on Form 8-K and is incorporated by reference into the Registration Statement. In addition, an acknowledgment of Ernst & Young LLP, the independent registered public accounting firm of the Company, is being filed with this Current Report on Form 8-K and is incorporated by reference into the Registration Statement.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

We caution that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this report 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,” “planned,” “potential” and any similar expressions may identify forward-looking statements. Risks associated with the following factors, among others, in some cases have affected and in the future 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 report or otherwise made by our company or our management:

Except as required by law, we do not intend to make publicly available any update or other revisions to any of the forward-looking statements contained in this report to reflect circumstances existing after the date of this report 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 our 2021 Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, and our subsequent filings.