Vera Bradley Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits
$VRA
Apparel
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 10, 2025
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Item 1.01 Entry into a Material Definitive Agreement.
On October 10, 2025, Vera Bradley, Inc. (the “Company”) and Equiniti Trust Company, LLC, as rights agent (the “Rights Agent”), executed Amendment No. 1 (the “Amendment”) to the Rights Agreement, dated as of October 11, 2024, by and between the Company and the Rights Agent (the “Rights Agreement”).
The Amendment extends the expiration date of the Rights Agreement by amending the definition of “Final Expiration Date” as set forth in the Rights Agreement from October 11, 2025 to October 11, 2026.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Rights Agreement, which was attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 11, 2024 and is incorporated herein by reference as Exhibit 4.1 hereto, and the Amendment, which is attached as Exhibit 4.2 hereto and incorporated herein by reference.
Item 3.03 Material Modifications to Rights of Security Holders.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
Item 7.01 Regulation FD Disclosure.
On October 10, 2025, the Company issued a press release announcing the adoption of the Amendment. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
This information shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | ||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Vera Bradley, Inc. | ||||||||||||||
(Registrant) | ||||||||||||||
| Date: October 13, 2025 | /s/ Mark C. Dely | |||||||||||||
Mark C. Dely Chief Administrative Officer | ||||||||||||||