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

Rhea-AI Filing Summary

Vera Bradley, Inc. Chief Financial Officer Martin Layding reported routine share dispositions related to tax withholding on vested equity awards. On June 12, 2026, a total of 43,365 shares of common stock were withheld in two transactions at $3.46 per share to cover tax obligations from a previously granted restricted stock unit award, rather than sold in the open market. After these transactions, he directly owns 488,946 shares of common stock and an additional 250 shares held indirectly through the Layding Family Trust.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Layding Martin

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	13,989	$3.46	$48K
Tax Withholding	Common Stock	29,376	$3.46	$102K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 488,946 shares (Direct, null); Common Stock — 250 shares (Indirect, See Note)

Footnotes (1)

1. Represents shares withheld to fulfill tax withholding obligations with respect to the vesting of a previously granted restricted stock unit award. These shares are held for the account of the Layding Family Trust for the benefit of the reporting person and his wife.

Key Figures

Tax withholding shares (first transaction): 29,376 shares Tax withholding shares (second transaction): 13,989 shares Total tax withholding shares: 43,365 shares +3 more

6 metrics

Tax withholding shares (first transaction) 29,376 shares Common Stock withheld at $3.46 per share on June 12, 2026

Tax withholding shares (second transaction) 13,989 shares Common Stock withheld at $3.46 per share on June 12, 2026

Total tax withholding shares 43,365 shares Sum of two F-code tax withholding dispositions

Withholding price $3.46 per share Value applied to F-code tax withholding transactions

Direct holdings after transactions 488,946 shares Vera Bradley common stock directly owned after June 12, 2026

Indirect holdings via family trust 250 shares Common stock held by Layding Family Trust

Key Terms

restricted stock unit award, tax withholding obligations, Layding Family Trust

3 terms

restricted stock unit award financial

"with respect to the 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.

tax withholding obligations financial

"shares withheld to fulfill tax withholding obligations with respect to the vesting"

Layding Family Trust financial

"These shares are held for the account of the Layding Family Trust for the benefit"

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Form 4 Insider Transactions: What Each Field Means →

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^*

Layding Martin

(Last) (First) (Middle)

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/12/2026		F		13,989(1)	D	$3.46	488,946	D
Common Stock	06/12/2026		F		29,376(1)	D	$3.46	459,570	D
Common Stock								250	I	See Note(2)

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. Represents shares withheld to fulfill tax withholding obligations with respect to the vesting of a previously granted restricted stock unit award.

2. These shares are held for the account of the Layding Family Trust for the benefit of the reporting person and his wife.

	/s/ Alyson Bohren, attorney-in-fact for Martin Layding	06/15/2026
	** 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.
* Form 4: SEC 1474 (03-26)