VRA

• On July 24, 2026, Vera Bradley, Inc. entered into Executive Severance Plan Agreements with Martin Layding, Chief Operating and Financial Officer, and Melinda Paraie, Chief Brand Officer.
• Executives would receive immediate vesting of sign-on RSUs and pro-rated vesting of other unvested RSUs granted on or before January 31, 2028, subject to performance targets.
• If termination occurs within 6 months before or 24 months after a Change in Control, executives receive an additional 6 months of base salary.
• Benefits are conditioned on compliance with restrictive covenants including non-competition, non-solicitation, non-disclosure, and non-disparagement; the Company will reimburse Mr. Layding up to $5,000 for legal fees.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• First quarter consolidated net revenues rose 7.8% to $55.7 million from $51.7 million in the prior year quarter.
• GAAP operating loss improved 74.0% to ($4.6) million; non-GAAP operating loss improved 76.1% to ($3.3) million.
• Direct segment revenues increased 4.1% to $44.9 million with comparable sales up 13.4%; Indirect segment revenues increased 26.6% to $10.8 million.
• Fiscal 2027 guidance: sales expected between $255 million and $270 million, with non-GAAP operating loss improvement of at least 50% versus prior year loss of ($21.7) million.
• Inventory reduced 26% year-over-year to $73.0 million; no borrowings on ABL facility at quarter end.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The 2026 Annual Meeting of Shareholders was held on June 4, 2026.
• The appointment of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending January 30, 2027 was ratified with 21,251,971 votes for.
• Advisory approval of named executive officer compensation passed with 13,401,721 votes for and 3,889,590 against.
• An amendment to the 2020 Equity and Incentive Plan to add 3,000,000 shares of common stock was approved with 11,501,853 votes for and 5,157,094 against.

5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits

• Carrie Tharp, a board member since 2020, decided not to stand for re-election at the upcoming 2026 Shareholder Meeting, announced April 24, 2026.
• Tharp served on the Talent and Compensation Committee and the Audit Committee during her tenure.
• She recently took a new role as Go To Market COO & VP Customer Experience of Google Cloud, citing expanded responsibilities at Google as the reason for concluding her board tenure.
• The Company will shrink the board and not fill the vacancy, leaving six remaining board members.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• The amendment terminates the shareholder rights plan at the close of business on April 17, 2026, causing all previously distributed rights to expire.
• The Board of Directors determined an active rights agreement is no longer needed to protect stockholder value, after evaluating risks of open market accumulations.
• The Company filed Articles of Amendment with the Secretary of State of Indiana on April 17, 2026, and issued a press release announcing the termination.
• The Board may consider adopting a new rights plan in the future at its discretion.

1.01 Entry into a Material Definitive Agreement · 3.03 Material Modification to Rights of Security Holders · 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Ian Bickley, previously Executive Chair and Interim CEO since June 2025, was appointed CEO and Chairman of the Board effective March 12, 2026.
• His initial annual base salary is $750,000, with a target annual bonus of 100% of base salary and a maximum cash bonus of 200%.
• He will receive a $1,500,000 equity grant for fiscal 2027 and a $500,000 Sign-On Award in restricted stock units vesting over three years.
• CFO Martin Layding will also take on COO responsibilities with a base salary increase from $475,000 to $550,000; Mark Dely will depart as Chief Administrative & Legal Officer and Corporate Secretary effective June 27, 2026.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• Fourth quarter net income from continuing operations was $2.7 million, or $0.09 per diluted share, versus a net loss of $20.0 million, or $0.72 per diluted share, in the prior year quarter.
• Fiscal year 2026 net revenues totaled $269.7 million, down from $318.8 million in fiscal 2025; net loss from continuing operations was $32.7 million, or $1.17 per diluted share.
• Ian Bickley was appointed Chairman and Chief Executive Officer, and Martin Layding was appointed Chief Operating and Financial Officer.
• The company initiated fiscal 2027 guidance with sales expected in the range of $255 million to $270 million and operating loss improvement of 40% or better versus the prior year non-GAAP loss of $21.7 million.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The Board also approved a one-time $30,000 cash bonus for Mr. Bickley.
• Mr. Bickley received a one-time restricted stock unit grant valued at $900,000, vesting ratably over three years starting on the first anniversary of the grant date, contingent on continued board service.
• The compensation changes were disclosed under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers).
• The report was filed on Form 8-K on December 12, 2025, with the event date of December 10, 2025.

9.01 Financial Statements and Exhibits