[Form 4] Vera Bradley, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 filing reveals significant insider transactions by Joan B. Hall, a member of a 10% owner group at Vera Bradley. Over three consecutive days (June 16-18, 2025), Hall acquired a total of 92,513 shares through the Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust: 37,846 shares at $2.07, 30,993 shares at $2.39, and 23,674 shares at $2.19. Following these transactions, Hall's indirect holdings include 2,369,380 shares through the Baekgaard Trust, 31,358 shares via the Barbara Bradley Baekgaard Family Foundation, 332,754 shares through the Joan Byrne Hall Revocable Trust, and 34,065 shares through the Joan Byrne Hall 2017 Grantor Retained Annuity Trust #1. The transactions demonstrate continued insider accumulation of shares at prices ranging from $1.89 to $2.40.

Positive

• Insider acquisition of significant shares: Joan B. Hall (member of 10% owner group) acquired a total of 92,513 shares over three consecutive days (June 16-18, 2025)
• Multiple trust holdings demonstrate long-term commitment: The insider maintains substantial positions through various trusts, including 2,369,380 shares in the Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust

Negative

• Low share price range: Transactions occurred at relatively low prices between $1.89-$2.40, suggesting potential market weakness
• Multiple transactions at varying prices could indicate price volatility or lack of market depth for the stock

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hall Joan B.

(Last) (First) (Middle)

C/O VERA BRADLEY, INC.

12420 STONEBRIDGE ROAD

(Street)

ROANOKE IN 46783

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Vera Bradley, Inc. [ VRA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Member of a 10% owner group

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/16/2025		A		37,846	A	$2.07(1)	2,314,713(2)	I	By Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust
Common Stock	06/17/2025		A		30,993	A	$2.39(1)	2,345,706(2)	I	By Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust
Common Stock	06/18/2025		A		23,674(1)	A	$2.19(1)	2,369,380(2)	I	By Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust
Common Stock								31,358(2)	I	By Barbara Bradley Baekgaard Family Foundation
Common Stock								332,754	I	By Joan Byrne Hall Revocable Trust
Common Stock								34,065	I	By Joan Byrne Hall 2017 Grantor Retained Annuity Trust #1

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The prices reported are weighted average prices. The shares sold on June 16, 2025 were sold in multiple transactions at prices ranging from $1.89 to $2.19, inclusive, the shares sold on June 17, 2025 were sold in multiple transactions at prices ranging from $2.30 to 2.40, inclusive, and the shares sold on June 18, 2025 were sold in multiple transactions at prices ranging from $2.14 to $2.21, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

2. The reporting person disclaims beneficial ownership of these shares, except to the extent of the reporting person's pecuniary interest therein.

	/s/ Joan B. Hall	06/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many VRA shares did Joan Hall acquire on June 16, 2025?

Joan Hall acquired 37,846 shares of VRA common stock on June 16, 2025 at a weighted average price of $2.07 per share through the Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust.

What was the total amount of VRA shares purchased by Joan Hall across all three transactions in June 2025?

Joan Hall acquired a total of 92,513 shares across three transactions: 37,846 shares on June 16, 30,993 shares on June 17, and 23,674 shares on June 18, 2025.

What is Joan Hall's total indirect ownership of VRA stock after these transactions?

After the transactions, Joan Hall indirectly owned 2,767,557 shares through various entities including the Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust (2,369,380 shares), the Barbara Bradley Baekgaard Family Foundation (31,358 shares), the Joan Byrne Hall Revocable Trust (332,754 shares), and the Joan Byrne Hall 2017 Grantor Retained Annuity Trust #1 (34,065 shares).

What was the price range of VRA shares purchased by Joan Hall on June 17, 2025?

On June 17, 2025, Joan Hall purchased shares at prices ranging from $2.30 to $2.40 per share, with a weighted average price of $2.39.