vra-20260801

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 August 1, 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 28,688,664 shares of its common stock outstanding as of September 8, 2026.

Table of Contents

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)

	Condensed Consolidated Balance Sheets as of August 1 , 2026 and January 31, 2026	4

	Condensed Consolidated Statements of Operations for the Thirteen and Twenty-Six Weeks Ended August 1 , 2026 and August 2 , 2025	5

	Condensed Consolidated Statements of Comprehensive Income (Loss ) for the Thirteen and Twenty-Six Weeks Ended August 1, 2026 and August 2, 2025	6

	Condensed Consolidated Statements of Shareholders' Equity for the Thirteen and Twenty-Six Weeks Ended August 1, 2026 and August 2, 2025	7

	Condensed Consolidated Statements of Cash Flows for the Twenty-Six Weeks Ended August 1 , 2026 and August 2 , 2025	8

	Notes to the Condensed Consolidated Financial Statements	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34

Item 4.	Controls and Procedures	34

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	35

Item 1A.	Risk Factors	35

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36

Item 5.	Other Information	36

Item 6.	Exhibits	37

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FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical or current fact included in this report are forward-looking statements. Forward-looking statements include references to our current expectations and projections relating to our financial condition, results of operations, plans, objectives, strategies, future performance, and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “might,” “will,” “should,” “can have,” and “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. For example, all statements we make relating to our estimated and projected earnings, revenues, costs, expenditures, cash flows, growth rates, and financial results, our plans and objectives for future operations, growth, initiatives, or strategies, or the expected outcome or impact of pending or threatened litigation are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including:

•possible inability to successfully implement our long-term strategic plans;

•possible declines in our comparable sales;

•possible inability to maintain and enhance our brands;

•possible failure of our multi-channel distribution model;

•possible adverse changes in general economic conditions and their impact on consumer confidence and consumer spending, including political unrest, social unrest, acts of war and terrorism, and other related matters;

•possible inability to predict and respond in a timely manner to changes in consumer demand;

•possible inability to successfully open new stores and/or operate current stores as planned;

•possible loss of key management or design associates or inability to attract and retain the talent required for our business;

•possible data security or privacy breaches or disruptions in our computer systems or websites;

•possible disruptions in our supply chain;

•possible new or increased tariffs on our products and increases in inbound and outbound freight expense that could lead to increased product costs and lower profit margins; and

•public health pandemics and actions by governmental or other actors regarding containment.

We derive many of our forward-looking statements from our operating plans and forecasts, which are based upon detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results.

For a discussion of the above described risks and uncertainties and other risks and uncertainties that could cause actual results to differ materially from those contained in our forward-looking statements, please refer to “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the fiscal year ended January 31, 2026, as well as in Item 1A herein.

We caution you that the risks and uncertainties identified by us may not be all of the factors that are important to you. Furthermore, the forward-looking statements included in this report are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events, or otherwise, except as required by law.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Vera Bradley, Inc.

Condensed Consolidated Balance Sheets

(in thousands)

(unaudited)


	August 1, 2026		January 31, 2026
Assets
Current assets:
Cash and cash equivalents	$	34,249	$	18,513

Accounts receivable, net	12,819		17,301
Inventories	69,252		75,951
Short-term contingent consideration	1,835		1,605
Income taxes receivable	223		317
Prepaid expenses and other current assets	7,468		6,034


Total current assets	125,846		119,721
Operating right-of-use assets	64,915		63,233
Property, plant, and equipment, net	44,255		46,358


Long-term contingent consideration	—		230


Other assets	4,257		4,463

Total assets	$	239,273	$	234,005
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	14,905	$	16,235
Accrued employment costs	8,698		5,394
Short-term operating lease liabilities	15,573		18,620

Other accrued liabilities	12,353		10,185
Income taxes payable	22		16


Total current liabilities	51,551		50,450


Long-term operating lease liabilities	55,395		51,914

Other long-term liabilities	2		2

Total liabilities	106,948		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, 44,519 and 43,800 shares issued and 28,684 and 27,966 shares outstanding, respectively	—		—
Additional paid-in capital	117,180		116,152
Retained earnings	172,114		172,439
Accumulated other comprehensive loss	(149)		(132)
Treasury stock	(156,820)		(156,820)
Total shareholders’ equity	132,325		131,639
Total liabilities and shareholders’ equity	$	239,273	$	234,005

The accompanying notes are an integral part of these financial statements.

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Vera Bradley, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)


	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	August 1, 2026		August 2, 2025		August 1, 2026		August 2, 2025
Net revenues	$	71,649	$	70,858	$	127,351	$	122,510
Cost of sales	28,835		35,361		55,706		64,246
Gross profit	42,814		35,497		71,645		58,264
Selling, general, and administrative expenses	38,747		40,442		72,875		81,246

Other income, net	113		353		762		533
Operating income (loss) from continuing operations	4,180		(4,592)		(468)		(22,449)
Interest income (expense), net	227		(134)		162		(130)
Income (loss) from continuing operations before income taxes	4,407		(4,726)		(306)		(22,579)
Income tax (benefit) expense	(93)		(17)		19		390
Net income (loss) from continuing operations	4,500		(4,709)		(325)		(22,969)
Income (loss) from discontinued operations, net of income tax	—		37		—		(15,163)

Net income (loss)	$	4,500	$	(4,672)	$	(325)	$	(38,132)

Basic weighted-average shares outstanding