Every 8-K that Vera Bradley, Inc. (VRA) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow VRA and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full VRA filings page.
Vera Bradley, Inc. (VRA) reported second quarter Fiscal 2027 results showing a return to profitability and stronger fundamentals. Consolidated net revenues from continuing operations rose 1.1% to $71.6 million, while net income from continuing operations was $4.5 million, or $0.15 per diluted share, versus a loss of ($4.7) million a year earlier. On a non-GAAP basis, net income from continuing operations was $3.3 million, or $0.11 per diluted share.
The Direct segment drove performance, with revenues up 8.0% to $65.4 million and comparable sales up 9.2%, while Indirect revenues declined 39.4% to $6.3 million as the company shifted its marketplace and liquidation strategy. Gross margin expanded to 59.8% from 50.1%, aided by $7.7 million of tariff refunds, and SG&A fell to $38.7 million from $40.4 million. Operating income from continuing operations improved to $4.2 million (5.8% margin) from a loss of ($4.6) million. The balance sheet strengthened, with cash at $34.2 million, no debt, inventory down 28.4% to $69.3 million, and year-to-date operating cash flow of $17.7 million. Vera Bradley reiterated Fiscal 2027 sales guidance of $255–$270 million and expects non-GAAP operating loss improvement of at least 50% versus the prior year.
Vera Bradley, Inc. entered into Executive Severance Plan Agreements on July 24, 2026 with Chief Operating and Financial Officer Martin Layding and Chief Brand Officer Melinda Paraie.
For a termination by the company without Cause or by the executive for Good Reason, each would be entitled to a lump-sum payment equal to twelve (12) months of then-current base salary, any earned but unpaid annual bonus for the prior fiscal year, and, if termination occurs after the first fiscal quarter, a pro rata portion of the annual bonus for the year of termination. They would also receive payment of up to twelve (12) months of COBRA health insurance premiums if elected, immediate vesting of any unvested sign-on restricted stock units, and pro-rated vesting of other unvested restricted stock units granted on or before January 31, 2028, subject to applicable performance vesting targets.
If such a termination occurs within six (6) months prior to or 24 months after a Change in Control, each executive would receive an additional amount equal to six (6) months of base salary. Receipt of benefits is conditioned on compliance with non-competition, non-solicitation, confidentiality, and non-disparagement covenants. The company will reimburse up to $5,000 of Mr. Layding’s legal fees related to his agreement.
Vera Bradley, Inc. reported a solid turnaround in its first quarter of Fiscal 2027. Consolidated net revenues from continuing operations rose 7.8% to $55.7 million from $51.7 million, marking the first quarter of growth since Fiscal 2022.
Net loss from continuing operations narrowed sharply to $(4.8) million, or $(0.17) per diluted share, from $(18.3) million, or $(0.66) per share. On a non-GAAP basis, net loss improved to $(2.5) million from $(10.1) million. Gross profit increased to $28.8 million, with gross margin expanding to 51.8% versus 44.1% (47.5% non-GAAP) a year ago, while SG&A fell to $34.1 million from $40.8 million.
Operating loss from continuing operations improved to $(4.6) million, or (8.3%) of net revenues, versus $(17.9) million, or (34.6%), a 74% reduction; non-GAAP operating loss fell 76.1% to $(3.3) million. Direct segment revenues grew 4.1% to $44.9 million with 13.4% comparable sales growth, and Indirect revenues climbed 26.6% to $10.8 million.
Inventory declined 26% to $73.0 million, the leanest first-quarter level since fiscal 2011, and cash and cash equivalents were $12.5 million with no ABL borrowings. For Fiscal 2027, the Company guides sales of $255–$270 million and expects non-GAAP operating loss improvement of at least 50% versus the prior year loss of $(21.7) million.
Vera Bradley, Inc. held its 2026 Annual Meeting of Shareholders on June 4, 2026, where all management proposals were approved. Shareholders elected six directors to one-year terms and ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending January 30, 2027.
On an advisory basis, shareholders approved the compensation of the company’s named executive officers, with 13,401,721 votes for and 3,889,590 against. Shareholders also approved an amendment to the 2020 Equity and Incentive Plan to add an additional 3,000,000 shares of common stock, with 11,501,853 votes for, 5,157,094 against, and 661,647 abstentions.
Vera Bradley, Inc. announced that long-time board member Carrie Tharp has decided not to stand for re-election at the upcoming 2026 Shareholder Meeting. The company stated her decision is not due to any disagreement over operations, policies, or practices.
Tharp, who joined the board in 2020, has served on both the Talent and Compensation Committee and the Audit Committee. She was recently promoted to Go To Market COO & VP Customer Experience of Google Cloud. Vera Bradley will reduce the size of its board and will not fill the vacancy, leaving six remaining directors.
Vera Bradley, Inc. has terminated its existing shareholder rights plan earlier than planned. On April 17, 2026, the company and Equiniti Trust Company, LLC approved an amendment that moves the plan’s final expiration date to April 17, 2026, causing all rights to expire at that time.
The Board determined an active rights plan is no longer needed to protect stockholder value and also filed Articles of Amendment to its Amended and Restated Articles of Incorporation on April 17, 2026. The company issued a press release the same day explaining the decision.
Vera Bradley, Inc. appointed Ian Bickley as Chief Executive Officer and Chairman of the Board, effective March 12, 2026, formalizing his prior interim CEO role. His employment agreement runs through the fiscal year ending on or about February 3, 2029 and renews automatically for one-year terms.
Bickley’s initial annual base salary is $750,000, with a target annual bonus of 100% of salary and a maximum annual cash bonus of up to 200%. For the 2027 fiscal year, his equity grant will have a value of $1,500,000, and he receives a sign-on restricted stock unit award equal to $500,000 divided by the closing stock price on the grant date, vesting over three years.
The agreement provides cash severance, pro rata bonus eligibility, COBRA reimbursement, and accelerated vesting of equity if he is terminated without Cause or resigns for Good Reason, with enhanced payments and full equity vesting if such termination occurs within 24 months after a Change in Control. Current Chief Financial Officer Martin Layding will also serve as Chief Operating Officer and receive an annual base salary increase from $475,000 to $550,000. Chief Administrative & Legal Officer and Corporate Secretary Mark Dely will leave the company effective June 27, 2026, with severance determined under the existing executive severance plan.
Vera Bradley reported mixed but improving results and key leadership changes. For Q4 FY2026, net revenues from continuing operations were $84.9 million, slightly below $86.4 million a year ago, but the company generated net income of $2.7 million, or $0.09 per diluted share, versus a prior-year loss.
For FY2026, net revenues declined to $269.7 million from $318.8 million, and net loss from continuing operations was $32.7 million, or $1.17 per diluted share. Gross margin improved in Q4 as lower promotions and freight savings offset some cost pressures, and SG&A fell sharply on cost reductions.
The board appointed Ian Bickley as Chairman and Chief Executive Officer and expanded Martin Layding’s responsibilities to Chief Operating and Financial Officer. For FY2027, the company plans sales of $255 million to $270 million and targets at least a 40% improvement in operating loss versus the prior-year non-GAAP loss.
Vera Bradley, Inc. increased compensation for Executive Chairman Ian Bickley. His pay rises to $60,000 per month starting with the month of December.
The board also approved a one-time $30,000 cash bonus and a restricted stock unit grant valued at $900,000. These RSUs vest in equal annual installments over three years, beginning on the first anniversary of the grant date, as long as he remains a member of the board of directors.
Vera Bradley, Inc. reports that on December 11, 2025 it issued an earnings press release covering its quarter ended November 1, 2025.
The company furnished this release, with attachments, as Exhibit 99.1 to a current report, allowing investors to review the detailed financial and operating results in the accompanying press release.
Vera Bradley, Inc. reported a governance update, announcing that Ivan Brockman has been elected to its Board of Directors. He is a seasoned investment banker who currently serves as a Senior Advisor to PJT Partners and has previously held senior roles at PJT Partners, Blackstone, Citigroup, and Goldman Sachs in technology-focused investment banking and strategic advisory.
As a non-employee director, Mr. Brockman will receive compensation under Vera Bradley’s standard director program described in its April 25, 2025 proxy. This includes an annual cash retainer of $49,500, additional retainers for any committee service, and an annual equity grant valued at $85,000, aligning his interests with shareholders.
Vera Bradley, Inc. appointed Melinda Paraie as Chief Brand Officer, effective November 1, 2025. Paraie previously served as CEO of Cath Kidston, where she led a digital transformation and oversaw the brand’s sale, and spent over a decade at Tapestry (Coach) as Senior VP of North American Merchandising, contributing to a $1B+ sales increase outside North America. She also held senior roles at John Hardy and advised brands including The Body Shop, Adolfo Dominguez, and Vera Bradley.
Her compensation includes a $475,000 annual base salary and eligibility for the short‑term incentive plan at 65% of base salary. She will participate in the long‑term incentive plan, with a Fiscal 2027 Long‑Term Incentive Grant valued at $500,000. Upon employment, she will also receive an additional LTI grant valued at $525,000 and a cash payment of $150,000.
Vera Bradley, Inc. amended its asset-based revolving credit and security agreements with JPMorgan Chase Bank, N.A. on October 21, 2025. The update permits the sale of certain real property assets without requiring those proceeds to repay amounts outstanding under the facility, removes the prior ban on sale and leaseback transactions, and raises the limit on asset dispositions outside the ordinary course from $5,000,000 to $10,000,000 per fiscal year.
The related security agreement now grants a security interest in certain intellectual property and provides certain non-exclusive IP licenses in favor of the administrative agent. A subsidiary, Vera Bradley Designs, Inc., entered customary security agreements to implement these changes. The company filed the full amendment as an exhibit.
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.
Vera Bradley, Inc. filed a current report to furnish an earnings press release for its quarter ended August 2, 2025. On September 11, 2025, the company released this update on its results of operations and financial condition, which is provided as Exhibit 99.1. The company notes that the information under the earnings disclosure and exhibit sections is being furnished rather than filed, meaning it is not subject to certain liability provisions under securities laws.
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.