[SCHEDULE 13G/A] Vera Bradley, Inc. Amended Passive Investment Disclosure
Nomura discloses 2.6% Vera Bradley stake
Nomura Holdings and an affiliate have reported a passive ownership stake in Vera Bradley, Inc. The filing shows beneficial ownership of 720,281 shares of Vera Bradley common stock, representing 2.6% of the class, held with shared voting and dispositive power.
Nomura Holdings and an affiliate have reported a passive ownership stake in Vera Bradley, Inc. The filing shows beneficial ownership of 720,281 shares of Vera Bradley common stock, representing 2.6% of the class, held with shared voting and dispositive power.
The percentage is based on 27,955,022 Vera Bradley shares outstanding as of December 3, 2025, as reported in the company’s Form 10-Q for the quarter ended November 1, 2025. The securities are certified as acquired and held in the ordinary course of business and not for the purpose of changing or influencing control of Vera Bradley.
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FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake in Vera Bradley (VRA) does Nomura report in this Schedule 13G/A?
Nomura reports beneficial ownership of 720,281 Vera Bradley common shares, equal to 2.6% of the outstanding class. This stake is held with shared voting and dispositive power through Nomura Global Financial Products, Inc., an indirect wholly owned subsidiary of Nomura Holdings, Inc.
How was Nomura’s 2.6% ownership in Vera Bradley (VRA) calculated?
The 2.6% ownership is based on 27,955,022 Vera Bradley common shares outstanding as of December 3, 2025. That share count comes from Vera Bradley’s Form 10-Q for the fiscal quarter ended November 1, 2025, which was filed with the SEC on December 11, 2025.
Which Nomura entities are reporting beneficial ownership of Vera Bradley (VRA) shares?
The filing lists Nomura Holdings, Inc. and Nomura Global Financial Products, Inc. Nomura Global Financial Products directly holds 720,281 Vera Bradley shares, and as its wholly owned subsidiary, those shares may be deemed beneficially owned by Nomura Holdings as well.
Does Nomura seek to influence control of Vera Bradley (VRA) with this stake?
No. The certification states the securities were acquired and are held in the ordinary course of business. It further confirms they were not acquired and are not held for the purpose of changing or influencing control of Vera Bradley, nor in connection with any such transaction.
What level of Vera Bradley (VRA) ownership does this filing indicate relative to 5% thresholds?
Item 5 notes ownership of 5 percent or less of the class. With a reported 2.6% stake, the holding is below the 5% threshold typically associated with larger, potentially more influential positions in a public company’s equity.
Who signed the Vera Bradley (VRA) Schedule 13G/A on behalf of Nomura?
The filing is signed by Samir Patel, identified first as a Managing Director and also as an Authorized Officer. The dual signatures confirm the accuracy of the reported Vera Bradley share ownership for both Nomura Holdings and Nomura Global Financial Products.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Vera Bradley, Inc.
(Name of Issuer)
Common Stock, without par value
(Title of Class of Securities)
92335C106
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
92335C106
1
Names of Reporting Persons
NOMURA HOLDINGS INC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
JAPAN
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
720,281.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
720,281.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
720,281.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.6 %
12
Type of Reporting Person (See Instructions)
HC
Comment for Type of Reporting Person: (1) Shared voting and dispositive power represents 720,281 shares of Common Stock beneficially owned by Nomura Global Financial Products, Inc. ("NGFP"). NGFP is a wholly owned subsidiary of Nomura Holdings, Inc., which accordingly may be deemed to beneficially own the shares of Common Stock beneficially owned by NGFP.
(2) The percent of class is calculated based on 27,955,022 shares of Common Stock outstanding as of December 3, 2025, as reported in the Issuer's quarterly report on Form 10-Q for the fiscal quarter ended November 1, 2025 filed with the SEC on December 11, 2025.
SCHEDULE 13G
CUSIP No.
92335C106
1
Names of Reporting Persons
NOMURA GLOBAL FINANCIAL PRODUCTS INC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
720,281.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
720,281.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
720,281.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.6 %
12
Type of Reporting Person (See Instructions)
BD
Comment for Type of Reporting Person: (3) The percent of class is calculated based on 27,955,022 shares of Common Stock outstanding as of December 3, 2025, as reported in the Issuer's quarterly report on Form 10-Q for the fiscal quarter ended November 1, 2025 filed with the SEC on December 11, 2025.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Vera Bradley, Inc.
(b)
Address of issuer's principal executive offices:
12420 Stonebridge Road, Roanoke, Indiana, 46783
Item 2.
(a)
Name of person filing:
Nomura Holdings, Inc.
Nomura Global Financial Products, Inc.
This Schedule 13G excludes securities beneficially owned, if any, by certain subsidiaries of Nomura Holdings Inc. whose beneficial ownership of securities are disaggregated from that of Nomura Holdings Inc. in accordance with SEC Release No. 34-39538 (January 12, 1998).
(b)
Address or principal business office or, if none, residence:
Nomura Holdings, Inc.:
13-1, Nihonbashi 1-chome, Chuo-ku, Tokyo 103-8645, Japan
Nomura Global Financial Products, Inc.:
Worldwide Plaza
309 West 49th Street
New York, NY 10019
(c)
Citizenship:
Nomura Holdings, Inc.:
Japan
Nomura Global Financial Products, Inc.:
Delaware
(d)
Title of class of securities:
Common Stock, without par value
(e)
CUSIP No.:
92335C106
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Items 5-11 of the cover pages are incorporated by reference.
(b)
Percent of class:
Items 5-11 of the cover pages are incorporated by reference.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Items 5-11 of the cover pages are incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Items 5-11 of the cover pages are incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Items 5-11 of the cover pages are incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Items 5-11 of the cover pages are incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Exhibit B
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
NOMURA HOLDINGS INC
Signature:
/s/ Samir Patel
Name/Title:
Samir Patel, Managing Director
Date:
02/17/2026
NOMURA GLOBAL FINANCIAL PRODUCTS INC
Signature:
/s/ Samir Patel
Name/Title:
Samir Patel, Authorized Officer
Date:
02/17/2026
Exhibit Information
Exhibit A - Joint Filing Agreement
Exhibit B - Subsidiaries
