Form 8-K

8-K — Vera Bradley, Inc.

Accession: 0001628280-26-025831

Filed: 2026-04-17

Period: 2026-04-17

CIK: 0001495320

SIC: 3100 (LEATHER & LEATHER PRODUCTS)

Item: Entry into a Material Definitive Agreement

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — vra-20260417.htm (Primary)

EX-3.1 (ex-3120260417.htm)

EX-4.3 (ex-4320260417.htm)

EX-99.1 (ex-99120260417.htm)

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8-K

8-K (Primary)

Filename: vra-20260417.htm · Sequence: 1

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0001495320FALSE☐12420 Stonebridge RoadRoanokeIndiana01/3000014953202026-04-172026-04-17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 8-K

___________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 17, 2026

___________________________

VERA BRADLEY, INC.

(Exact name of registrant as specified in its charter)

___________________________

Indiana 001-34918 27-2935063

(State or Other Jurisdiction

of Incorporation) (Commission

File Number) (IRS Employer

Identification No.)

12420 Stonebridge Road,

Roanoke, Indiana

46783

(Address of Principal Executive Offices) (Zip Code)

(877) 708-8372

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

___________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol(s) Name of each exchange on which registered

Common Stock, without par value VRA NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.01 Entry into a Material Definitive Agreement.

On April 17, 2026, Vera Bradley, Inc. (the “Company”) and Equiniti Trust Company, LLC, as rights agent (the “Rights Agent”), executed Amendment No. 2 (the “Amendment”) to the Rights Agreement, dated as of October 11, 2024, by and between the Company and the Rights Agent, as amended by that certain Amendment No. 1 to the Rights Agreement, dated as of October 10, 2025 (as amended, the “Rights Agreement”).

The Amendment accelerates the expiration date of the Rights Agreement by amending the definition of “Final Expiration Date” as set forth in the Rights Agreement to provide that the “Final Expiration Date” shall mean April 17, 2026. At the time of the termination of the Rights Agreement, all of the Rights that were previously distributed to holders of the Company’s issued and outstanding common stock pursuant to the Rights Agreement will expire. In deciding to accelerate the expiration date to April 17, 2026, the Company's Board of Directors determined that an active Rights Agreement is no longer needed to protect stockholder value.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Rights Agreement, which was attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 11, 2024 and is incorporated herein by reference as Exhibit 4.1 hereto, and Amendment No. 1 to the Rights Agreement, which was attached as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 14, 2025 and is incorporated herein by reference as Exhibit 4.2 hereto, and the Amendment, which is attached as Exhibit 4.3 hereto and incorporated herein by reference.

Item 3.03 Material Modifications to Rights of Security Holders.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 5.03 by reference.

In connection with the termination of the Rights Agreement, the Company has filed Articles of Amendment to the Amended and Restated Articles of Incorporation of the Company (the “Articles of Amendment”). The Articles of Amendment were filed with the Secretary of State of Indiana on April 17, 2026.

The Articles of Amendment are attached hereto as Exhibit 3.1 and are incorporated herein by reference. The description of the Articles of Amendment herein does not purport to be complete and is qualified in its entirety by reference to Exhibit 3.1.

Item 7.01 Regulation FD Disclosure.

On April 17, 2026, the Company issued a press release announcing the adoption of the Amendment and the termination of the Rights Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

This information shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

3.1

Articles of Amendment to Amended and Restated Articles of Incorporation of Vera Bradley, Inc., dated April 17, 2026.

4.1

Rights Agreement, dated as of October 11, 2024, by and between Vera Bradley, Inc. and Equiniti Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 of Vera Bradley, Inc.’s Current Report on Form 8-K filed October 11, 2024).

4.2

Amendment No. 1 to the Rights Agreement, dated as of October 10, 2025, by and between Vera Bradley, Inc. and Equiniti Trust Company, LLC, as Rights Agent.

4.3

Amendment No. 2 to the Rights Agreement, dated as of April 17, 2026, by and between Vera Bradley, Inc. and Equiniti Trust Company, LLC, as Rights Agent.

99.1

Press Release of Vera Bradley, Inc., dated April 17, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Vera Bradley, Inc.

(Registrant)

Date: April 17, 2026

/s/ Mark C. Dely

Mark C. Dely

Chief Administrative Officer

EX-3.1

Filename: ex-3120260417.htm · Sequence: 2

Document

Exhibit 3.1

ARTICLES OF AMENDMENT

AMENDED AND RESTATED ARTICLES OF INCORPORATION

VERA BRADLEY, INC.

(Pursuant to Section 23-1-38-2 of the Indiana Business Corporation Law)

Vera Bradley, Inc., an Indiana corporation (the “Corporation”), certifies as follows:

1.In accordance with Section 23-1-25-2 of the Indiana Business Corporation Law and the authority granted in the Corporation’s Amended and Restated Articles of Incorporation (the “Articles of Incorporation”), the Board of Directors of the Corporation (the “Board”), acting pursuant to Section 23-1-34-2(a) of the Indiana Business Corporation Law on October 10, 2024, previously authorized the issuance of 60,000 shares of preferred stock of the Corporation (the “Preferred Stock”) designated as the Series A Junior Participating Preferred Stock (the “Series A Preferred Stock”) in the Articles of Amendment previously filed by the Corporation with the Secretary of State of the State of Indiana on October 11, 2024 (the “2024 Articles of Amendment”);

2.In accordance with Section 23-1-38-2 of the Indiana Business Corporation Law and the authority granted to and vested in the Board in accordance with the provisions of the Articles of Incorporation, the Board adopted, among other things, the following resolutions:

NOW, THEREFORE, BE IT RESOLVED, that none of the authorized shares of the Series A Preferred Stock are outstanding, and none of the authorized shares of the Series A Preferred Stock will be issued subject to the 2024 Articles of Amendment;

FURTHER RESOLVED, that the Articles of Incorporation are hereby amended by deleting in their entirety the provisions set forth in the 2024 Articles of Amendment stating the designation and number of shares of the Series A Preferred Stock and fixing the relative rights, preferences and limitations thereof, and all references thereto, and such provisions shall be of no further force or effect;

FURTHER RESOLVED, that the designation of the Corporation’s Series A Preferred Stock is hereby eliminated, and the 60,000 shares previously designated as Series A Preferred Stock shall resume the status of authorized but undesignated shares of Preferred Stock of the Corporation.

3.These Articles of Amendment were duly authorized by the Board on April 16, 2026. Pursuant to Section 23-1-38-2 of the Indiana Business Corporation Law, no action by the Corporation’s shareholders was required.

Exhibit 3.1

IN WITNESS WHEREOF, the undersigned has signed and attested these Articles of Amendment on this 17th day of April, 2026.

VERA BRADLEY, INC.

By: /s/ Mark C. Dely

Name: Mark C. Dely

Title: Chief Administrative Officer

Signature Page to

Articles of Amendment

of Vera Bradley, Inc.

EX-4.3

Filename: ex-4320260417.htm · Sequence: 3

Document

Exhibit 4.3

AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT

This Amendment No. 1 (this “Amendment”) to the Rights Agreement (the “Rights Agreement”), dated as of October 11, 2024, by and between Vera Bradley, Inc. (the “Company”) and Equiniti Trust Company, LLC, as rights agent (the “Rights Agent”), as amended by that certain Amendment No. 1 to the Rights Agreement, dated as of October 10, 2025 (as amended, the “Rights Agreement”), is made and entered into as of April 17, 2026. Capitalized terms used and not defined in this Amendment shall have the meanings set forth in the Rights Agreement.

WHEREAS, the Company and the Rights Agent previously entered into the Rights Agreement;

WHEREAS, pursuant to Section 28 of the Rights Agreement, for so long as the Rights are redeemable, the Company may, from time to time, in its sole discretion, supplement or amend the Rights Agreement in any respect without the approval of any holders of Rights Certificates or Common Stock, and the Rights Agent shall, if the Company so directs, execute such supplement or amendment; and

WHEREAS, the Board of Directors of the Company has determined that it is desirable and in the best interests of the Company and its stockholders to amend the Rights Agreement to advance the Final Expiration Date to April 17, 2026; and

WHEREAS, all acts and things necessary to make this Amendment a valid agreement according to its terms have been done and performed, and the execution and delivery of this Amendment by the Company and the Rights Agent have been in all respects authorized by the Company and the Rights Agent.

NOW THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Rights Agent agree as follows:

1.Amendment to the Definition of “Final Expiration Date”. The definition of “Final Expiration Date” as set forth under Section 1(mm) of the Rights Agreement is hereby amended and restated in its entirety to read as follows:

“(mm) “Final Expiration Date” shall mean April 17, 2026.”

2.Effect of Amendment. It is the intent of the Company and the Rights Agent that this Amendment constitutes an amendment of the Rights Agreement as contemplated by Section 28 thereof. Except as expressly provided in this Amendment, the terms of the Rights Agreement remain in full force and effect; provided, however, that the effect of this Amendment is to terminate the Rights Agreement at the Close of Business on the Final Expiration Date in accordance with Section 7(a) and Section 7(g) of the Rights Agreement.

3.References to the Rights Agreement. From and after the execution of this Amendment, any reference to the Rights Agreement shall be deemed to be a reference to the Rights Agreement as amended by this Amendment.

4.Governing Law. This Amendment, each Right and each Rights Certificate issued pursuant to the Rights Agreement shall be deemed to be a contract made under the laws of the State of Indiana and for all purposes shall be governed by, and construed in accordance with, the laws of the State of Indiana applicable to contracts to be made and performed entirely within such State, without giving effect to any choice or conflict of laws provisions or rules that would cause the application

Exhibit 4.3

of the laws of any jurisdiction other than the State of Indiana; provided, however, that the rights, duties, liabilities and obligations of the Rights Agent under the Rights Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within the State of New York.

5.Severability. If any term, provision, covenant or restriction of this Amendment, or the application thereof to any circumstance, be held by a court of competent jurisdiction or other authority to be invalid, null and void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment will remain in full force and effect and will in no way be affected impaired or invalidated; provided, however, that notwithstanding anything in this Amendment to the contrary, if any such term, provision, covenant or restriction, or the application thereof to any circumstance, be held by such court or authority to be invalid, null and void or unenforceable and the Board determines in good faith judgment that severing the invalid language from this Amendment would materially and adversely affect the purpose or effect of this Amendment, then the right of redemption set forth in Section 23 of the Rights Agreement shall be reinstated and will not expire until the Close of Business on the tenth (10th) Business Day following the date of such determination by the Board; provided, further, that if any such severed term, provision, covenant or restriction shall materially and adversely affect the rights, immunities, liabilities, duties or obligations of the Rights Agent, then the Rights Agent shall be entitled to resign immediately upon written notice to the Company.

6.Counterparts. This Amendment may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. Delivery of an executed signature page by facsimile or other customary means of electronic transmission (e.g., email or “pdf”) shall be effective as delivery of a manually executed counterpart hereof and shall constitute an original signature for all purposes.

(Signature Page Follows)

Exhibit 4.3

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

VERA BRADLEY, INC.,

as the Company

By: /s/ Mark C. Dely

Name: Mark C. Dely

Title: Chief Administrative Officer

EQUINITI TRUST COMPANY, LLC,

as Rights Agent

By: /s/ Matthew D. Paseka

Name: Matthew D. Paseka

Title: SVP, Relationship Director

Signature Page to

Amendment No. 2 to the Rights Agreement

EX-99.1

Filename: ex-99120260417.htm · Sequence: 4

Document

Vera Bradley Terminates Existing Shareholder Rights Plan

FORT WAYNE, Ind., April 17, 2026 – Vera Bradley, Inc. (Nasdaq: VRA) (the “Company”) announced today that the Company’s Board of Directors (the “Board”) unanimously approved an amendment (the “Amendment”) to the Company’s existing shareholder rights plan (the “Rights Plan”) pursuant to which the final expiration date has been accelerated from October 11, 2026 to April 17, 2026. The effect of this Amendment is to terminate the Rights Plan at the close of business on April 17, 2026.

In deciding to accelerate the final expiration date, the Board evaluated the Company’s current circumstances, including the risk of any entity, person or group gaining a control or control-like position in the Company through open market accumulations of the Company’s common stock or otherwise potentially disadvantaging the interests of the Company’s shareholders. Based on this review, the Board concluded that the Rights Plan is no longer required at this time. The Board is committed to acting in the best interests of all shareholders and will evaluate, from time to time, whether to adopt, at its discretion, a new rights plan in order to best position the Board to fulfill its fiduciary duties.

Additional details regarding the Amendment will be included in a Current Report on Form 8-K to be filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”).

About Vera Bradley, Inc.

Vera Bradley, based in Fort Wayne, Indiana, is a leading designer of women’s handbags, luggage and other travel items, fashion and home accessories, and unique gifts. Founded in 1982 by friends Barbara Bradley Baekgaard and Patricia R. Miller, the brand is known for its innovative designs, iconic patterns, and brilliant colors that inspire and connect women unlike any other brand in the global marketplace.

The Company has two reportable segments: Vera Bradley Direct (“VB Direct”) and Vera Bradley Indirect (“VB Indirect). The VB Direct business consists of sales of Vera Bradley products through Vera Bradley Full-Line and Outlet stores in the United States; Vera Bradley’s websites, www.verabradley.com, outlet.verabradley.com, and international.verabradley.com; and the Vera Bradley annual outlet sale in Fort Wayne, Indiana. The VB Indirect business consists of sales of Vera Bradley products to approximately 1,000 specialty retail locations throughout the United States, as well as select department stores, national accounts, third party e-commerce sites, and third-party inventory liquidators, and royalties recognized through licensing agreements related to the Vera Bradley brand.

Website Information

We routinely post important information for investors on our website www.verabradley.com in the "Investor Relations" section. We intend to use this webpage as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investor Relations section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our webpage is not incorporated by reference into, and is not a part of, this document.

Investors and other interested parties may also access the Company’s most recent Corporate Responsibility and Sustainability Report outlining its ESG (Environmental, Social, and Governance) initiatives at https://verabradley.com/pages/corporate-responsibility.

Vera Bradley Safe Harbor Statement

Certain statements in this release are "forward-looking statements" made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect the Company's current expectations or beliefs concerning future events and are subject to various risks and uncertainties that may cause actual results to differ materially from those that we expected, including: possible adverse changes in general economic conditions and their impact on consumer confidence and spending; possible inability to predict and respond in a timely manner to changes in consumer demand; possible loss of key management or design associates or inability to attract and retain the talent required for our business; possible inability to maintain and enhance our brands; possible inability to successfully implement the Company’s long-term strategic plan; possible inability to successfully open new stores, close targeted stores, and/or operate current stores as planned; incremental tariffs or adverse changes in the cost of raw materials and labor used to manufacture our products; possible adverse effects resulting from a significant disruption in our distribution facilities; or business disruption caused by pandemics or other macro factors. More information on potential factors that could affect the Company’s financial results is included from time to time in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s public reports filed with the SEC, including the Company’s Form 10-K for the fiscal year ended January 31, 2026. We undertake no obligation to publicly update or revise any forward-looking statement. Financial schedules are attached to this release.

CONTACTS:

Investors:

Tom Filandro, Partner

ICR, Inc

VeraBradleyIR@icrinc.com

Media:

VeraBradley@icrinc.com

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Apr. 17, 2026

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Entity Registrant Name

VERA BRADLEY, INC.

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Entity File Number

001-34918

Entity Tax Identification Number

27-2935063

Entity Address, Address Line One

12420 Stonebridge Road

Entity Address, City or Town

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration