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

Rhea-AI Filing Summary

Form 4 filing reveals significant insider transactions by Michael C. Ray, a member of a 10% owner group at Vera Bradley. Over three consecutive days (June 16-18, 2025), Ray acquired a total of 92,513 shares through the Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust. The transactions occurred at weighted average prices ranging from $2.07 to $2.39 per share. Following these acquisitions, Ray's indirect holdings include 2,369,380 shares through the Baekgaard Trust, 31,358 shares via the Barbara Bradley Baekgaard Family Foundation, 338,187 shares through the Anne-Marie Ray Revocable Trust, and 34,065 shares via the Anne-Marie Ray 2017 Grantor Retained Annuity Trust #1. The transactions demonstrate continued insider accumulation of shares at price levels below $2.50.

Positive

• Insider acquisition of 92,513 total shares over three consecutive days (June 16-18, 2025), demonstrating potential insider confidence in the company
• The insider's total indirect beneficial ownership through various trusts amounts to over 2.7 million shares, showing significant long-term commitment to the company

Negative

• The weighted average purchase prices ($2.07-$2.39) indicate the stock is trading at relatively low levels, suggesting potential market concerns about the company's performance
• The transactions were made through a Grantor Retained Annuity Trust structure, which could be interpreted as tax or estate planning rather than pure investment conviction

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
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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^*

Ray Michael C.

(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								338,187	I	By Anne-Marie Ray Revocable Trust
Common Stock								34,065	I	By Anne-Marie Ray 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/ Michael C. Ray	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 Michael Ray acquire on June 16, 2025?

Michael Ray acquired 37,846 shares of Vera Bradley (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 Michael Ray over the three-day period in June 2025?

Michael Ray acquired a total of 92,513 shares over three days: 37,846 shares on June 16, 30,993 shares on June 17, and 23,674 shares on June 18, 2025.

What is the price range of VRA shares purchased by Michael Ray on June 17, 2025?

On June 17, 2025, the shares were purchased in multiple transactions at prices ranging from $2.30 to $2.40 per share, with a weighted average price of $2.39.

How many VRA shares does Michael Ray indirectly own through the Anne-Marie Ray Revocable Trust?

Michael Ray indirectly owns 338,187 shares of Vera Bradley (VRA) through the Anne-Marie Ray Revocable Trust.

What is the total indirect ownership position of Michael Ray in VRA after the reported transactions?

Following the reported transactions, Michael Ray's total indirect beneficial ownership includes 2,369,380 shares through the Baekgaard Trust, 31,358 shares through the Baekgaard Family Foundation, 338,187 shares through the Anne-Marie Ray Revocable Trust, and 34,065 shares through the Anne-Marie Ray 2017 GRAT #1.