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Vera Bradley (VRA) CAO has 14,019 shares withheld for RSU tax obligations

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Vera Bradley, Inc. chief administrative officer Mark C. Dely reported routine share dispositions related to tax withholding on vesting restricted stock units. On April 4 and April 5, a total of 14,019 shares of common stock were withheld at $3.39 per share to satisfy tax obligations. Following these non‑market transactions, Dely directly holds 351,880 shares of Vera Bradley common stock.

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Insider Dely Mark C
Role CHIEF ADMINISTRATIVE OFFICER
Type Security Shares Price Value
Tax Withholding Common Stock 4,174 $3.39 $14K
Tax Withholding Common Stock 9,845 $3.39 $33K
Holdings After Transaction: Common Stock — 351,880 shares (Direct)
Footnotes (1)
  1. [object Object]
Tax-withholding shares (April 4) 9,845 shares at $3.39 Code F disposition to cover tax on vesting RSUs
Tax-withholding shares (April 5) 4,174 shares at $3.39 Code F disposition to cover tax on vesting RSUs
Total tax-withheld shares 14,019 shares Combined April 4–5 Form 4 transactions, code F
Shares held after transactions 351,880 shares Direct Vera Bradley common stock holding after April 5
Insider role Chief Administrative Officer Officer title for reporting person Mark C. Dely
tax-withholding disposition financial
"transaction_action": "tax-withholding disposition""
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
restricted stock unit award financial
"vesting of a previously granted restricted stock unit award"
A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.
Form 4 regulatory
"INSIDER FILING DATA (Form 4):"
Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.
Common Stock financial
""security_title": "Common Stock""
Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.
transaction code F regulatory
""transaction_code": "F""
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Dely Mark C
(Last)(First)(Middle)
C/O VERA BRADLEY, INC.
12420 STONEBRIDGE ROAD
(Street)
ROANOKE INDIANA 46783
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Vera Bradley, Inc. [ VRA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
CHIEF ADMINISTRATIVE OFFICER
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/04/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock04/04/2026F9,845(1)D$3.39356,054D
Common Stock04/05/2026F4,174(1)D$3.39351,880D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents shares withheld to fulfill tax withholding obligations with respect to the vesting of a previously granted restricted stock unit award.
/s/ Alyson Bohren, attorney-in-fact for Mark C. Dely04/06/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Vera Bradley (VRA) executive Mark C. Dely report on this Form 4?

Mark C. Dely reported share dispositions tied to tax withholding obligations. Two transactions on April 4 and April 5 involved 14,019 Vera Bradley common shares withheld at $3.39 per share in connection with vesting restricted stock unit awards, rather than open‑market stock sales.

Were the Vera Bradley (VRA) Form 4 transactions open-market stock sales?

No, the Form 4 classifies both transactions with code F as tax-withholding dispositions. Shares were withheld by the issuer to cover tax obligations on vesting restricted stock units, according to the footnote, instead of being sold by Mark C. Dely on the open market.

How many Vera Bradley (VRA) shares were withheld for taxes in Mark C. Dely’s Form 4?

A total of 14,019 Vera Bradley common shares were withheld. One transaction covered 9,845 shares and another 4,174 shares, each at $3.39 per share, to satisfy tax withholding obligations related to vesting restricted stock unit awards granted earlier.

How many Vera Bradley (VRA) shares does Mark C. Dely hold after these transactions?

After the reported tax-withholding dispositions, Mark C. Dely directly holds 351,880 Vera Bradley common shares. This post-transaction holding reflects the remaining position following the issuer’s withholding of shares to meet his tax obligations on vesting restricted stock units.

What does transaction code F mean in the Vera Bradley (VRA) Form 4?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this Form 4, it denotes that Vera Bradley common shares were withheld to satisfy Mark C. Dely’s tax obligations when previously granted restricted stock unit awards vested.