[8-K] Vera Bradley, Inc. Reports Material Event

Rhea-AI Filing Summary

Vera Bradley (VRA) announced the departure of CFO Michael Schwindle, effective June 30, 2025, through a Release and Waiver Agreement dated June 19, 2025. The agreement outlines a comprehensive severance package including:

• Base salary through termination date
• Lump sum payment of $675,937.50
• COBRA premium reimbursement for up to 12 months
• Potential bonus payment of 1.25x FY2026 Cash Bonus Plan amount
• Accrued benefits and unreimbursed business expenses

In exchange, Schwindle agrees to release the company and specified affiliates from employment-related claims, subject to customary limitations. The agreement was signed by Chief Administrative Officer Mark C. Dely on June 25, 2025.

Positive

• None.

Negative

• CFO Michael Schwindle's sudden departure announced with immediate severance agreement, indicating potential leadership instability
• Significant severance package of $675,937.50 plus 1.25x potential bonus and 12-month COBRA coverage represents material cash outflow

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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): June 19, 2025

___________________________ 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 19, 2025, Vera Bradley, Inc. (the “Company”) entered into a Release and Waiver Agreement (the “Release Agreement”) with its former Chief Financial Officer, Michael Schwindle. The Release Agreement provides that Mr. Schwindle’s employment with the Company will terminate on June 30, 2025 and that he will receive severance compensation, including base salary through the date of termination, accrued benefits under the terms of the Company’s employee benefit plans, reimbursement of unreimbursed business expenses in accordance with Company policy, reimbursement of COBRA premiums for a period of up to 12 months (subject to Mr. Schwindle obtaining coverage under another group health plan), a lump sum payment of $675,937.50 and an additional amount, if any, equal to 1.25 times the amount of the annual bonus Mr. Schwindle would have received under the Company’s annual Cash Bonus Plan for the 2026 fiscal year, payable at the time payment is made to other Company executives under the Cash Bonus Plan. In consideration of these severance benefits, Mr. Schwindle agrees to release the Company, its affiliates and certain other persons specified in the Release Agreement from all claims related to his employment or the termination thereof, subject to customary limitations set forth in the Release Agreement.

The foregoing summary of the Release Agreement does not purport to be complete and is qualified in its entirety by reference to the copy of the Release Agreement filed as Exhibit 10.1 to this Report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1						Release and Waiver Agreement dated June 19, 2025
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: June 25, 2025

/s/ Mark C. Dely

Mark C. Dely Chief Administrative Officer

FAQ

Why did VRA's CFO Michael Schwindle leave Vera Bradley?

According to the 8-K filing dated June 28, 2025, Vera Bradley announced that CFO Michael Schwindle's employment will terminate on June 30, 2025. The company entered into a Release and Waiver Agreement with him on June 19, 2025. The specific reason for his departure was not disclosed in the filing.

What severance package will VRA's former CFO Michael Schwindle receive?

Michael Schwindle's severance package includes: 1) A lump sum payment of $675,937.50 2) 1.25x his potential FY2026 annual bonus 3) 12 months of COBRA premium reimbursement 4) Base salary through termination date 5) Accrued benefits and unreimbursed business expenses.

When is Michael Schwindle's last day as CFO of Vera Bradley (VRA)?

According to the 8-K filing, Michael Schwindle's employment with Vera Bradley will terminate on June 30, 2025.

What conditions are attached to VRA CFO Schwindle's severance agreement?

As part of the Release and Waiver Agreement, Mr. Schwindle must release Vera Bradley, its affiliates, and specified persons from all claims related to his employment or termination. The COBRA premium reimbursement is subject to termination if he obtains coverage under another group health plan.