VRA updates Rights Agreement; Final Expiration Date now 2026

Rhea-AI Filing Summary

Vera Bradley, Inc. entered into Amendment No. 1 to its Rights Agreement with Equiniti Trust Company, LLC, as rights agent. The amendment extends the definition of the “Final Expiration Date” from October 11, 2025 to October 11, 2026.

The company announced the amendment in a press release. The change is reflected under a material modification to security holder rights and the amendment text is filed as an exhibit.

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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): October 10, 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 1.01 Entry into a Material Definitive Agreement.

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

The Amendment extends the expiration date of the Rights Agreement by amending the definition of “Final Expiration Date” as set forth in the Rights Agreement from October 11, 2025 to October 11, 2026.

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 the Amendment, which is attached as Exhibit 4.2 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 7.01 Regulation FD Disclosure.

On October 10, 2025, the Company issued a press release announcing the adoption of the Amendment. 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
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.
99.1						Press Release of Vera Bradley, Inc., dated October 10, 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: October 13, 2025

/s/ Mark C. Dely

Mark C. Dely Chief Administrative Officer

FAQ

What did Vera Bradley (VRA) change in this 8-K?

The company executed Amendment No. 1 to its Rights Agreement, extending the Final Expiration Date to October 11, 2026.

Who is the rights agent in Vera Bradley’s Rights Agreement?

The rights agent is Equiniti Trust Company, LLC.

What was the prior Final Expiration Date before the amendment?

The prior Final Expiration Date was October 11, 2025.

Did Vera Bradley issue a press release about this change?

Yes. A press release dated October 10, 2025 is filed as Exhibit 99.1.

Which exhibits accompany this filing?

Exhibit 4.1 (Rights Agreement, dated October 11, 2024), Exhibit 4.2 (Amendment No. 1, dated October 10, 2025), and Exhibit 99.1 (press release).

Does this filing indicate a material modification to security holder rights?

Yes. The extension is reported under Item 3.03 as a material modification to rights.