Vera Bradley CAO reports stock grant and tax withholding

Vera Bradley CHIEF ADMINISTRATIVE OFFICER Mark C. Dely reported compensation-related stock activity in Common Stock.

Accepted by SEC EDGAR 04/01/2026 - 08:11 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Vera Bradley CHIEF ADMINISTRATIVE OFFICER Mark C. Dely reported compensation-related stock activity in Common Stock. On March 31, 2026, he received 22,112 shares as an earned performance share award settled in stock, and had 12,706 shares withheld at $3.02 per share to cover tax obligations on vested equity awards. Following these transactions, he directly holds 375,122 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	3,483	$3.02	$11K
Grant/Award	Common Stock	22,112	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	9,223	$3.02	$28K

Holdings After Transaction: Common Stock — 365,899 shares (Direct)

Holdings Before and After: Common Stock, 356,493 to 365,899 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: 22,112 shares Tax-withheld shares: 12,706 shares Tax-withholding price: $3.02 per share +1 more

4 metrics

Performance share award 22,112 shares Earned performance share award settled in common stock on March 31, 2026

Tax-withheld shares 12,706 shares Shares withheld to satisfy tax obligations on vested equity awards

Tax-withholding price $3.02 per share Transaction price per share for tax-withholding dispositions

Shares held after transactions 375,122 shares Direct ownership of Vera Bradley common stock after reported Form 4 activity

Key Terms

tax withholding obligations, restricted stock unit award, performance share award, Form 4

4 terms

tax withholding obligations financial

"Represents shares withheld to fulfill tax withholding obligations with respect"

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.

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.

Form 4 financial

"The Form 4 indicates no open-market buys or sells"

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.

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’s CHIEF ADMINISTRATIVE OFFICER Mark C. Dely reported equity compensation activity, including a performance share award and related tax withholding, all in common stock and not involving open-market purchases or sales.

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

Mark C. Dely received 22,112 shares of Vera Bradley common stock as an earned performance share award, according to the Form 4 filing, with the award settled directly in shares of common stock.

Why were some Vera Bradley (VRA) shares disposed of in Mark C. Dely’s Form 4?

The Form 4 shows 12,706 shares of Vera Bradley common stock were withheld to satisfy tax withholding obligations tied to the vesting of previously granted restricted stock units and other equity awards.

What price was used for the tax-withholding shares in Vera Bradley (VRA) Form 4?

Shares withheld for tax obligations were valued at $3.02 per share, based on the transaction price per share disclosed for the tax-withholding dispositions in the Form 4 filing.

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

After the reported grant and tax-withholding transactions, Mark C. Dely directly holds 375,122 shares of Vera Bradley common stock, as shown in the post-transaction ownership figures on the Form 4.

Were Mark C. Dely’s Vera Bradley (VRA) transactions open-market buys or sells?

The Form 4 indicates no open-market buys or sells. It shows a stock grant classified as a performance share award and share dispositions solely for tax withholding related to equity award vesting.

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

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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)
03/31/2026

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	03/31/2026		F		3,483(1)	D	$3.02	353,010	D
Common Stock	03/31/2026		A		22,112(2)	A	$0	375,122	D
Common Stock	03/31/2026		F		9,223	D	$3.02	365,899	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	04/01/2026
	** 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)