Major Vera Bradley Stakeholder Increases Position as Stock Trades Near Historic Lows

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Insider Trading Activity Report: Thomas Farrell Byrne II, a member of a 10% owner group at Vera Bradley (VRA), reported multiple stock acquisitions through the Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust in June 2025:

June 16: Acquired 37,846 shares at $2.07 (weighted average)
June 17: Acquired 30,993 shares at $2.39 (weighted average)
June 18: Acquired 23,674 shares at $2.19 (weighted average)

Following these transactions, Byrne's indirect beneficial ownership includes 2,369,380 shares through the Baekgaard Trust, 31,358 shares via the Bradley Baekgaard Family Foundation, 333,057 shares through his Revocable Trust, and 34,065 shares via his 2017 Grantor Retained Annuity Trust #1. The filing notes that transactions occurred at various price points within specified ranges, with detailed information available upon request.

Positive

Insider accumulated a significant position through trust purchases: acquired total of 92,513 shares over three days (June 16-18, 2025) at average prices between $2.07-2.39, showing confidence in company at current price levels

Negative

None.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Byrne Thomas Farrell II

Role Insider

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	23,674	$2.19	$52K
Grant/Award	Common Stock	30,993	$2.39	$74K
Grant/Award	Common Stock	37,846	$2.07	$78K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 2,369,380 shares (Indirect, By Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust)

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

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Form 4 Insider Transactions: What Each Field Means →

06/18/2025 - 09:54 PM

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^*

Byrne Thomas Farrell II

(Last)

(First)

(Middle)

C/O VERA BRADLEY, INC.

12420 STONEBRIDGE ROAD

(Street)

ROANOKE

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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								333,057	I	By Thomas Farrell Byrne II Revocable Trust
Common Stock								34,065	I	By Thomas F. Byrne, II 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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/ Thomas F. Byrne, II	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.

Source: View Original Filing on SEC EDGAR

FAQ

How many VRA shares did Thomas Byrne acquire on June 16-18, 2025?

Thomas Byrne acquired a total of 92,513 shares over three days: 37,846 shares on June 16, 2025 at $2.07 per share, 30,993 shares on June 17, 2025 at $2.39 per share, and 23,674 shares on June 18, 2025 at $2.19 per share. These shares were acquired through the Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust.

What is Thomas Byrne's total indirect ownership of VRA stock after these transactions?

Following the reported transactions, Thomas Byrne indirectly owns a total of 2,767,860 shares through various entities: 2,369,380 shares through the Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust, 31,358 shares through the Barbara Bradley Baekgaard Family Foundation, 333,057 shares through the Thomas Farrell Byrne II Revocable Trust, and 34,065 shares through the Thomas F. Byrne, II 2017 Grantor Retained Annuity Trust #1.

What was the price range of VRA shares purchased by Thomas Byrne on June 16, 2025?

On June 16, 2025, the shares were purchased in multiple transactions at prices ranging from $1.89 to $2.19 per share, with a weighted average price of $2.07 per share.

What is Thomas Byrne's relationship to Vera Bradley (VRA)?

According to the Form 4 filing, Thomas Byrne is classified as 'Other' in relation to Vera Bradley, specifically identified as a 'Member of a 10% owner group' of the company.