vra-20260502

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 10-Q

___________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended May 2, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From to

Commission File Number: 001-34918

___________________________

VERA BRADLEY, INC.

(Exact name of registrant as specified in its charter)

___________________________


Indiana						27-2935063
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

12420 Stonebridge Road, Roanoke, Indiana						46783
(Address of principal executive offices)						(Zip Code)

(877) 708-8372

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

___________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, without par value	VRA	NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

☒ (Do not check if a smaller reporting company)

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

The registrant had 28,438,252 shares of its common stock outstanding as of June 4, 2026.


PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)

	Condensed Consolidated Balance Sheets as of May 2, 202 6 an d January 31, 2026	4

	Condensed Consolidated Statements of Operations for the Thirteen Weeks Ended May 2, 2026 and May 3, 2025	5

	Condensed Consolidated Statements of Comprehensive Loss for the Thirteen Weeks Ended May 2, 2026 and May 3, 2025	6

	Condensed Consolidated Statements of Shareholders' Equity for the Thirteen Weeks Ended May 2, 2026 and May 3, 2025	7

	Condensed Consolidated Statements of Cash Flows for the Thirteen Weeks Ended May 2, 2026 and May 3, 2025	8

	Notes to the Condensed Consolidated Financial Statements	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32

Item 4.	Controls and Procedures	32

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	33

Item 1A.	Risk Factors	33

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34

Item 5.	Other Information	34

Item 6.	Exhibits	35


	May 2, 2026		January 31, 2026
Assets
Current assets:
Cash and cash equivalents	$	12,506	$	18,513

Accounts receivable, net	17,296		17,301
Inventories	73,018		75,951
Short-term contingent consideration	1,835		1,605
Income taxes receivable	312		317
Prepaid expenses and other current assets	6,500		6,034


Total current assets	111,467		119,721
Operating right-of-use assets	58,642		63,233
Property, plant, and equipment, net	44,795		46,358


Long-term contingent consideration	—		230


Other assets	4,339		4,463

Total assets	$	219,243	$	234,005
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	9,186	$	16,235
Accrued employment costs	7,502		5,394
Short-term operating lease liabilities	18,073		18,620

Other accrued liabilities	10,103		10,185
Income taxes payable	130		16


Total current liabilities	44,994		50,450


Long-term operating lease liabilities	47,198		51,914

Other long-term liabilities	2		2

Total liabilities	92,194		102,366
Commitments and contingencies

Shareholders’ equity:
Preferred stock; 5,000 shares authorized, no shares issued or outstanding	—		—
Common stock, without par value; 200,000 shares authorized, 44,273 and 43,800 shares issued and 28,438 and 27,966 shares outstanding, respectively	—		—
Additional paid-in-capital	116,399		116,152
Retained earnings	167,614		172,439
Accumulated other comprehensive loss	(144)		(132)
Treasury stock	(156,820)		(156,820)
Total shareholders’ equity	127,049		131,639
Total liabilities and shareholders’ equity	$	219,243	$	234,005


	Thirteen Weeks Ended
		May 2, 2026		May 3, 2025
Net revenues		$	55,702	$	51,652
Cost of sales		26,871		28,885
Gross profit		28,831		22,767
Selling, general, and administrative expenses		34,128		40,804

Other income, net		649		180
Operating loss from continuing operations		(4,648)		(17,857)
Interest (expense) income, net		(65)		4
Loss from continuing operations before income taxes		(4,713)		(17,853)
Income tax expense		112		407
Net loss from continuing operations		(4,825)		(18,260)
Loss from discontinued operations, net of income tax		—		(15,200)

Net loss		$	(4,825)	$	(33,460)

Basic weighted-average shares outstanding		28,121		27,773
Diluted weighted-average shares outstanding		28,121		27,773

Basic net loss per share:
Continuing operations		$	(0.17)	$	(0.66)
Discontinued operations		$	—	$	(0.54)
Basic net loss per share		$	(0.17)	$	(1.20)
Diluted net loss per share:
Continuing operations		$	(0.17)	$	(0.66)
Discontinued operations		$	—	$	(0.54)
Diluted net loss per share		$	(0.17)	$	(1.20)


	Number of Shares
	Common Stock	Treasury Stock	Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Shareholders’ Equity
Balance at January 31, 2026	27,965,520	15,834,579	$	116,152	$	172,439	$	(132)	$	(156,820)	$	131,639
Net loss	—	—	—		(4,825)		—		—		(4,825)
Translation adjustments	—	—	—		—		(12)		—		(12)

Restricted shares vested, net of repurchase for taxes	472,914	—	(412)		—		—		—		(412)
Stock-based compensation	—	—	659		—		—		—		659


Balance at May 2, 2026	28,438,434	15,834,579	$	116,399	$	167,614	$	(144)	$	(156,820)	$	127,049


	Thirteen Weeks Ended
	May 2, 2026
	Direct Segment			Indirect Segment			Total
Product categories
Bags	$	19,676		$	6,105		$	25,781
Travel	12,110			2,116			14,226
Accessories	7,350			1,449			8,799
Home	3,100			199			3,299
Apparel/Footwear	1,178			30			1,208
Other	1,439		(1)	950		(2)	2,389
Total net revenues	$	44,853	(3)	$	10,849	(4)	$	55,702

(1) Primarily includes net revenues from stationery, freight, and gift card breakage.
(2) Primarily includes net revenues from licensing agreements, freight, and merchandising.

(3) Net revenues were related to product sales recognized at a point in time.
(4) $9.9 million of net revenues related to product sales recognized at a point in time and $0.9 million of net revenues related to sales-based royalties recognized over time.


	Thirteen Weeks Ended
	May 3, 2025
	Direct Segment			Indirect Segment			Total
Product categories
Bags	$	17,184		$	4,480		$	21,664
Travel	12,172			2,315			14,487
Accessories	7,223			765			7,988
Home	3,537			232			3,769
Apparel/Footwear	1,562			75			1,637
Other	1,405		(1)	702		(2)	2,107
Total net revenues	$	43,083	(3)	$	8,569	(4)	$	51,652

(1) Primarily includes net revenues from stationery, freight, and gift card breakage.
(2) Primarily includes net revenues from licensing agreements and freight.

(3) Net revenues were related to product sales recognized at a point in time.
(4) $8.0 million of net revenues related to product sales recognized at a point in time and $0.6 million of net revenues related to sales-based royalties recognized over time.


	Thirteen Weeks Ended
	May 2, 2026		May 3, 2025
Supplemental disclosure of cash flow information
Cash paid for interest	$	45	$	19
Cash (received) paid for income taxes, net	$	(5)	$	85
Supplemental disclosure of non-cash activity
Non-cash operating, investing, and financing activities

Purchases of property, plant, and equipment incurred but not yet paid	$	48	$	755
Contingent consideration related to sale of business	$	1,835	$	2,552

SEC Form 10-Q filed by Vera Bradley Inc.