Vera Bradley CAO reports equity grant and tax withholding

Vera Bradley, Inc. chief administrative officer Mark C. Dely reported routine equity compensation and tax-related share dispositions.

Rhea-AI Filing Summary

Vera Bradley, Inc. chief administrative officer Mark C. Dely reported routine equity compensation and tax-related share dispositions. On 2026-06-08, he received 9,110 shares of common stock as an earned performance share award, settled in shares of common stock. To cover tax withholding obligations tied to the vesting of a previously granted restricted stock unit award, the company withheld a total of 3,919 shares of common stock at $3.08 per share through two separate tax-withholding dispositions. After these transactions, Dely directly held 357,071 shares of Vera Bradley common stock.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Dely Mark C

Role CHIEF ADMINISTRATIVE OFFICER

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	1,008	$3.08	$3K
Grant/Award	Common Stock	9,110	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	2,911	$3.08	$9K

Holdings After Transaction: Common Stock — 357,071 shares (Direct)

Footnotes (2)

1. F1. Represents shares withheld to fulfill tax withholding obligations with respect to the vesting of a previously granted restricted stock unit award.
2. F2. Represents earned performance share award settled in shares of common stock.

Key Figures

Performance share award: 9,110 shares Tax withholding shares: 3,919 shares Tax withholding price: $3.08 per share +1 more

4 metrics

Performance share award 9,110 shares Earned performance share award settled in common stock on June 8, 2026

Tax withholding shares 3,919 shares Shares withheld to satisfy tax obligations at vesting of RSU award

Tax withholding price $3.08 per share Value used for tax-withholding dispositions of common stock

Shares after transactions 350,872 shares Directly held common stock following reported transactions

Key Terms

restricted stock unit award, performance share award, tax withholding obligations, grant, award, or other acquisition, +1 more

5 terms

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.

performance share award financial

"Represents earned performance share award settled in shares of common stock"

A performance share award is a type of executive or employee pay that grants company stock only if predefined performance goals are met over a set period. Think of it as a bonus paid in shares—similar to a savings payout that arrives only if certain targets are hit—so it aligns management incentives with company results and can affect future share count and shareholder value. Investors watch these awards because they influence executive behavior, potential dilution of shares, and signals about expected performance.

tax withholding obligations financial

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

grant, award, or other acquisition financial

"transaction code description: Grant, award, or other acquisition"

payment of exercise price or tax liability financial

"transaction code description: Payment of exercise price or tax liability by delivering securities"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Vera Bradley (VRA) report for Mark C. Dely?

Vera Bradley reported that chief administrative officer Mark C. Dely received 9,110 shares of common stock as an earned performance share award. The company also withheld 3,919 shares to satisfy tax obligations related to a previously granted restricted stock unit award.

Did Vera Bradley (VRA) insider Mark C. Dely buy or sell shares on the open market?

The filing shows no open-market purchases or sales by Mark C. Dely. Reported activity consists of a share grant and shares withheld by the company to cover tax obligations on equity compensation, which are routine, non-market transactions.

How many Vera Bradley (VRA) shares did Mark C. Dely receive in this Form 4?

Mark C. Dely received 9,110 shares of Vera Bradley common stock as an earned performance share award. This award was settled entirely in shares, as described in the filing’s footnote referencing the performance share award.

Why were Vera Bradley (VRA) shares withheld from Mark C. Dely in this filing?

A total of 3,919 Vera Bradley shares were withheld to satisfy tax withholding obligations. These arose from the vesting of a previously granted restricted stock unit award, and the shares were valued at $3.08 per share for this tax-related disposition.

What is Mark C. Dely’s Vera Bradley (VRA) shareholding after these transactions?

After the reported grant and tax-withholding dispositions, Mark C. Dely directly held 350,872 shares of Vera Bradley common stock. This post-transaction balance reflects all three transactions reported for June 8, 2026, in the Form 4.

What do the transaction codes A and F mean in Vera Bradley (VRA) Form 4?

Code A in the filing represents a grant or award acquisition of common stock, here 9,110 shares. Code F represents shares withheld by the issuer to pay exercise price or tax liabilities, covering 3,919 shares related to equity compensation events.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/10/2026 - 05:29 PM Learn about SEC filing dates

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^*

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF ADMINISTRATIVE OFFICER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2026

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	06/08/2026		F		1,008(1)	D	$3.08	350,872	D
Common Stock	06/08/2026		A		9,110(2)	A	$0	359,982	D
Common Stock	06/08/2026		F		2,911	D	$3.08	357,071	D

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. Represents earned performance share award settled in shares of common stock.

	/s/ Alyson Bohren, attorney-in-fact for Mark C. Dely	06/10/2026
	** 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)