[SCHEDULE 13G/A] Vera Bradley, Inc. SEC Filing

Rhea-AI Filing Summary

Envista Holdings Corporation (NVST) has filed a Form S-8 with the SEC to register an additional 6,425,000 shares of common stock for issuance under the company’s 2019 Omnibus Incentive Plan. The filing is made pursuant to General Instruction E, which allows a registrant to add securities to an existing employee benefit plan registration statement by incorporating prior S-8 filings (Nos. 333-233810, 333-262985 and 333-282219) by reference.

The shares may be issued as stock options, RSUs, or other equity awards to employees, officers and directors. No new capital is being raised, but the filing expands the share pool available for compensation programs, potentially increasing share count once awards vest or are exercised. Standard indemnification, incorporation-by-reference and undertaking clauses are included; the document contains no new financial results or operating guidance.

Positive

• 6.425 million additional shares enhance the company’s ability to attract and retain talent through equity-based incentives, aligning employee interests with shareholders.

Negative

• Potential dilution for existing investors if the newly registered shares are fully granted and subsequently converted to outstanding common stock.

Insights

Securities Analyst

TL;DR – Routine S-8 adds 6.425 M shares for employee equity; neutral impact, minor dilution risk.

This is an administrative registration that enlarges Envista’s equity compensation capacity. While additional shares can dilute existing holders when granted, S-8 filings do not involve cash fundraising and are common for mature issuers. Because no financial metrics, guidance changes, or strategic transactions accompany the filing, market impact should be modest and largely tied to investors’ views on dilution versus talent retention.

Corporate Governance Expert

TL;DR – Filing strengthens incentive alignment but highlights ongoing reliance on equity awards.

Registering more shares supports long-term incentive structures that align management with shareholders. However, repeated share pool increases since 2019 may signal a heavy dependence on stock-based compensation, requiring careful oversight of burn rates and dilution limits under ISS/Glass Lewis policies. Overall governance posture remains standard, with robust indemnification and previously disclosed charter/by-law provisions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 7)

VERA BRADLEY, INC.

(Name of Issuer)

Common Stock No Par Value

(Title of Class of Securities)

92335C106

(CUSIP Number)

06/30/2025

(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

Patricia R. Miller

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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 421,811.00
6	Shared Voting Power 2,620,779.00
7	Sole Dispositive Power 421,811.00
8	Shared Dispositive Power 2,620,779.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,042,590.00

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)

10.9 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

CUSIP No. 92335C106

1

Names of Reporting Persons

P. Michael Miller

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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 120,779.00
6	Shared Voting Power 2,921,811.00
7	Sole Dispositive Power 120,779.00
8	Shared Dispositive Power 2,921,811.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,042,590.00

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)

10.9 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: VERA BRADLEY, INC.
(b)	Address of issuer's principal executive offices: 12420 Stonebridge Road, Roanoke, IN, 46783.
Item 2.
(a)	Name of person filing: Patricia R. Miller P. Michael Miller
(b)	Address or principal business office or, if none, residence: Vera Bradley, Inc. 12420 Stonebridge Road Roanoke, IN 46783
(c)	Citizenship: United States of America
(d)	Title of class of securities: Common Stock No 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: See the information contained in the cover pages of this Schedule 13G/A and Item 6 below, which is incorporated herein by reference. The percentage of shares of Common Stock beneficially owned by each reporting person is based on 27,933,384 outstanding shares of the issuer as of June 4, 2025, as reported in the issuer's Quarterly Report on Form 10-Q for the quarter ended May 3, 2025 and filed with the SEC on June 11, 2025.
(b)	Percent of class:
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote:
	(ii) Shared power to vote or to direct the vote:
	(iii) Sole power to dispose or to direct the disposition of:
	(iv) Shared power to dispose or to direct the disposition of:
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Shares reported in this filing include 120,779 shares held directly by P. Michael Miller, 421,811 shares held directly by Patricia R. Miller, and 2,500,000 shares held by the Miller 2025 Marital Trust, in each case as of April 4, 2025. Mr. Miller and Mrs. Miller are husband and wife. Mrs. Miller is the trustee of the Miller 2025 Marital Trust.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

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.

Patricia R. Miller

Signature:	/s/ Patricia R. Miller
Name/Title:	Patricia R. Miller
Date:	08/01/2025

P. Michael Miller

Signature:	/s/ P. Michael Miller
Name/Title:	P. Michael Miller
Date:	07/29/2025

FAQ

How many shares is Envista (NVST) registering in this Form S-8?

The filing registers 6,425,000 additional shares of NVST common stock.

Which plan does the S-8 relate to?

All shares are for the Envista Holdings Corporation 2019 Omnibus Incentive Plan.

Why did Envista use Form S-8?

Form S-8 is used to register securities offered under employee benefit plans; it streamlines issuance to employees and directors.

Does the filing include new earnings or guidance data?

No. The document is administrative and contains no financial results or forward-looking guidance.

Could the additional shares dilute current shareholders?

Yes. If the registered shares are issued and become outstanding, they will increase the share count and dilute existing holdings.