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

Rhea-AI Filing Summary

Insider Trading Activity Report for Vera Bradley shows significant stock acquisitions by the Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust, a member of a 10% owner group. The trust executed three separate acquisitions over consecutive days in June 2025:

• June 16, 2025: Acquired 37,846 shares at average price of $2.07 (range $1.89-$2.19)
• June 17, 2025: Acquired 30,993 shares at average price of $2.39 (range $2.30-$2.40)
• June 18, 2025: Acquired 23,674 shares at average price of $2.19 (range $2.14-$2.21)

Total beneficial ownership following these transactions increased to 2,369,380 shares held directly. These transactions were executed under a Rule 10b5-1 trading plan established on December 21, 2018. The systematic nature of these purchases under a pre-established trading plan suggests confident long-term positioning by the trust.

Positive

• None.

Negative

• Significant insider sale: A 10% owner group member sold a total of 92,513 shares across three days (June 16-18, 2025) at prices ranging from $1.89 to $2.40 per share, totaling approximately $200,000

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^*

Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust

(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(1)	A	$2.07(2)	2,314,713	D
Common Stock	06/17/2025		A		30,993(1)	A	$2.39(2)	2,345,706	D
Common Stock	06/18/2025		A		23,674(1)	A	$2.19(2)	2,369,380	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. The sales reported in this Form 4 were effected under a Rule 10b5-1 trading plan adopted by the reporting person and the Barbara Bradley Baekgaard Family Foundation on December 21, 2018.

2. 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.

	/s/ Joan B. Hall, as Trustee	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 Barbara B. Baekgaard Trust acquire in June 2025?

The Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust 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 was the price range of VRA stock purchases made by the Baekgaard Trust on June 17, 2025?

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

How many VRA shares does the Baekgaard Trust own after the June 2025 transactions?

Following the reported transactions, the trust owned 2,369,380 shares of Vera Bradley (VRA) common stock held in direct ownership.

Was the VRA stock trading by the Baekgaard Trust part of a pre-planned transaction?

Yes, the transactions were executed under a Rule 10b5-1 trading plan that was adopted by the reporting person and the Barbara Bradley Baekgaard Family Foundation on December 21, 2018.

What was the lowest and highest price paid for VRA shares across all three trading days in June 2025?

Across the three trading days, the lowest price paid was $1.89 (on June 16) and the highest price paid was $2.40 (on June 17), with varying weighted average prices each day.