What changed in this filing

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Item 1. Business

2024-03-29 compared with 2023-03-28 · 139 added, 130 removed, 313 unchanged (46% of the section changed)

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Pura Vida results are consolidated within the Company’s financial statements beginning on July 17, 2019, the first full day following the acquisition.

On January 30, 2023, subsequent to the end of fiscal 2023, the Company acquired the remaining 25% interest in Pura Vida.

On January 30, 2023, the Company acquired the remaining 25% interest in Pura Vida.

The Company has three reportable segments:

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The reportable segments within the Vera Bradley brand are VB Direct and VB Indirect.

The VB Direct business consists of sales of Vera Bradley products through Vera Bradley full-line and factory outlet stores in the United States;

e-commerce sites verabradley.com and verabradley.ca;

the Vera Bradley online outlet site;

The VB Direct business consists of sales of Vera Bradley products through Vera Bradley full-line and outlet stores in the United States;

e-commerce sites (verabradley.com, outlet.verabradley.com, and international.verabradley.com);

and typically the Vera Bradley annual outlet sale in Fort Wayne, Indiana.

As of January 28, 2023, the Company operated 51 full-line stores and 79 factory outlet stores.

The annual outlet sale was cancelled in 2020, 2021, and 2022 as a result of the COVID-19 pandemic but will resume in calendar 2023.

As of February 3, 2024, the Company operated 43 full-line stores and 81 outlet stores.

The annual outlet sale was cancelled in 2021 and 2022 as a result of the COVID-19 pandemic but resumed in calendar 2023.

VB Indirect .

The VB Indirect business consists of sales of Vera Bradley products to approximately 1,700 specialty retail locations, substantially all of which are located in the United States;

The VB Indirect business consists of sales of Vera Bradley products to approximately 1,600 sp ecialty retail locations, substantially all of which are located in the United States;

sales to department stores, national accounts, third-party e-commerce sites, and third-party inventory liquidators;

and royalties recognized through licensing agreements related to the Vera Bradley brand.

Pura Vida, based in La Jolla, California, is a digitally native lifestyle brand that we believe resonates with its loyal consumer following.

The Pura Vida brand has a differentiated and expanding offering of bracelets, jewelry, apparel, and other lifestyle accessories.

The Pura Vida segment represents revenues generated through the Pura Vida websites, www.puravidabracelets.com, www.puravidabracelets.eu, and www.puravidabracelets.ca and through the distribution of Pura Vida-branded products to wholesale retailers and department stores, substantially all of which are located in the United States, as well as through its five retail stores.

Pura Vida, based in La Jolla, California, is a digitally native lifestyle brand with a differentiated and expanding offering of bracelets, jewelry, apparel, and other lifestyle accessories.

The Pura Vida segment represents revenues generated through the Pura Vida websites (www.puravidabracelets.com, www.puravidabracelets.eu, and www.puravidabracelets.ca);

through the distribution of Pura Vida-branded products to wholesale retailers and department stores, substantially all of which are located in the United States;

and through its five retail stores.

When they were traveling together in 1982, Fort Wayne, Indiana friends Barbara Bradley Baekgaard and Patricia Miller realized there was a lack of stylish travel accessories in the market.

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on the Board of Directors and as a brand ambassador.

Miller retired in October 2012 as our National Spokesperson and in August 2019 from the Board of Directors.

Miller retired as our National Spokesperson in October 2012 and from the Board of Directors in August 2019.

In July 2019, Vera Bradley, Inc.

acquired a majority interest in Pura Vida.

On January 30, 2023, subsequent to the end of fiscal 2023, the Company acquired the remaining interest in Pura Vida.

On January 30, 2023, the Company acquired the remaining interest in Pura Vida.

Similar to the Vera Bradley brand, Pura Vida was founded by two friends, Griffin Thall and Paul Goodman.

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So, Pura Vida, which means “pure life” in Spanish and is a philosophy that encourages the appreciation of life’s simple treasures, was born.

We believe Pura Vida is a great strategic fit for Vera Bradley and that the two companies have combined to make Vera Bradley, Inc.

a unique lifestyle company.

Enterprise Vision and Growth Strategies

We are committed to driving growth in our two lifestyle brands, generating strong cash flow, and returning capital to shareholders.

To drive long-term top-line and bottom-line growth, in fiscal 2024 we are embarking on Project Restoration and will focus on four key pillars – Consumer, Brand, Product, and Channel .

We will focus on restoring brand relevancy, targeting the casual and feminine 35 to 54 year old woman who not only values fashion and style but also function.

Over the long term, we are committed to driving long-term growth, generating strong cash flow, and returning capital to shareholders.

At the end of fiscal 2023, we began a comprehensive review of the Consumer, Brand, Product, and Channel components for both of our brands.

This work culminated in our long-term strategic plan, Project Restoration, which addresses each of these four pillars.

Through Project Restoration, we are taking targeted and prudent actions to stabilize revenues, while remaining focused on strong financial discipline.

We believe execution of Project Restoration will drive long-term profitable growth and deliver value to our shareholders.

During fiscal 2024, we made significant progress on this Company-wide, comprehensive initiative, focusing on the four key pillars of the business for each brand.

At Vera Bradley, we will launch the first manifestation of our Project Restoration in July 2024 which we believe will be a significant pivot from where we are today.

It includes, among other things, the reveal of our new and elevated full-line branding and marketing, product, store design, and website.

Our work on this initiative was informed by consumer research and current perceptions of the brand from both buyers and non-buyers.

We believe we have the ability to attract new customers while keeping our current customers through product innovations and new marketing campaigns designed to inspire joy and connection.

Our new assortment has broad appeal and uses new, higher quality, and softer fabrics and styles designed to not only look great, but feel great.

We are focusing on restoring brand relevancy, targeting casual and feminine 35 to 54 year old women who value both fashion and function.

Our focus on the 35 to 54 year old led us in search of data to understand where and how she shops.

We are using this data to target new customers and embark on new partnerships, licensing deals, and collaborations to extend our reach.

With this strategy, we will also inspire and retain our loyal customers outside of this age group.

We will strategically market our distinctive and unique positioning as a colorful, feminine, fashionable brand that connects with consumers on a deep, emotional level.

We are continually looking for new ways to creatively engage our customers, grow brand awareness, and introduce new customers to our brands in a cost-effective manner, but that is becoming more challenging and expensive for both of our brands.

Vera Bradley’s marketing platform will continue to be a blend of digital and more traditional channels, such as direct mail, email, quality media placements, public relations, and targeted TV ads.

We are strategically marketing our distinctive and unique positioning as a colorful, feminine, fashionable brand that connects with consumers on a deep, emotional level.

We are refocusing our marketing and elevating our creative efforts through digital marketing, public relations, quality media placements, and store initiatives to drive interest and gain new customers.

We are continually looking for new ways to creatively engage our customers, grow brand awareness, and introduce new customers to our brands in a cost-effective manner.

Vera Bradley continues to rank among the top of the industry for our Net Promoter and Customer Satisfaction Scores.

We will refocus on core product categories and items we are “best at” by innovating and expanding around our core products, We will elevate our colorful feminine heritage, keeping it distinctive but more trend relevant through updated print and design.

We are refocusing on core categories and items we are “best at,” such as travel and bags, by innovating and expanding within our core products.

We are elevating our colorful feminine heritage, keeping it distinctive but more trend-right and modern through updated prints, colors, styles, and designs, which will appeal to both existing and new customers.

We’ve improved the quality of most of our fabrics while keeping our commitment to increased use of preferred fibers, and our retail price structure is unchanged.

Although the assortment will look new, it is unmistakably Vera Bradley, and our existing customers will still recognize their favorite styles and our distinctive colors, patterns, and quilting.

We will innovate into strategic adjacent lifestyle item introductions that make sense for our customers.

We will also continue to pursue collaborations and partnerships that align with our target customers.

In fiscal 2023, we launched our Featherweight collection, continued with product collaborations such as Disney, Harry Potter, and Crocs and introduced new partnerships with Star Wars, Coleman, Tupperware, and Totes.

We also expanded our home assortment and added cloud slip-ons and mules to our VB footwear franchise in the fall and holiday seasons, as well as expanded our cozy, sleep, and outerwear collections.

We will accelerate our digital-first focus and online presence through a mix of brand storytelling and product messaging.

We will build a balanced footprint that more clearly differentiates full-line from factory stores, through differentiated pattern and color, product functionality, sustainably-sourced fabrics, and pricing.

We will also target new or strengthen existing relationships with strategically-aligned wholesale partners.

In fiscal 2023, we continued to expand options for customers to shop, including enhancing our presence in third-party marketplaces and adding boutiques in select high-traffic airports.

We opened five new factory stores and closed 20 underperforming retail stores.

We will sharpen our focus on the care-free 18-24 year old girl, who both those younger and older aspire to be.

We are also continuing to pursue collaborations and partnerships that align with our target customers and expand our customer reach.

We are building a balanced footprint that more clearly differentiates full-line and outlet assortments.

We expect to open two full-line stores and one outlet store this year, relocate stores where needed, and update our full-line stores with new branding and an improved shopping experience in conjunction with our first phase of Project Restoration.

We are also exploring opening new full-line formats with a focus on lifestyle centers.

Maintaining brand-right wholesale relationships is important, and we are actively working with new specialty retailers where we know our customer is shopping.

We will also accelerate our digital-first focus.

We are improving our online shopping experience and elevating full-line creative and experiences, while offering our outlet assortment online at outlet.verabradley.com for the first time ever.

At Pura Vida, we are shifting our focus to delivering profitability and balancing the ecommerce business with wholesale and retail stores.

We are diversifying our marketing spend and are making additional efforts to retain customers while continuing to work on each pillar of Project Restoration.

We are sharpening our focus on the 18-24 year old girl, who both those younger and older aspire to be.

Our target customer is free-spirited, a trendsetter, and focused on “living her best life.” Pura Vida jewelry is a way of expressing herself and fits her personality.

We will refresh our brand image with a focus on showing what “living free” looks and feels like – showing real places, real moments, and real faces that are authentic, diverse, and inclusive.

We will recenter our brand ethos on “living life to the fullest” as well as Pura Vida’s hallmark of supporting charities and social responsibility.

Pura Vida remains one of the most highly-engaged brands in the accessories space, surpassing the 2.2 million mark of followers on Instagram and is consistently listed as one of the most engaged jewelry brands on Instagram.

Pura Vida continued to rank among the top of the industry for our Net Promoter and Customer Satisfaction Scores.

In fiscal 2023, we began the process of implementing a comprehensive customer data platform to build a single, coherent, complete view of each Pura Vida customer so that we can better target and personalize marketing and become less reliant on third-party marketing.

This project is scheduled for completion in the spring of fiscal 2024.

We will focus on delivering unique, fun, playful product designs that are affordable and accessible.

We will continue to deepen our expertise and innovate in our hero core category of string bracelets as well as other jewelry items, and we will opportunistically explore additional close-in, adjacent categories that make sense for our business and our customers.

In fiscal 2023, we continued collaborations with Disney, Harry Potter, Hello Kitty, and the World Surf League;

partnered with key influencers;

and offered themed-collections centered around key events such as Shark Week.

We also launched our new demi-fine collection featuring 18 karat gold plating, sterling silver, and natural stones and expanded our assortment of engravable jewelry.

We have refreshed our brand image with a focus on showing what “living free” looks and feels like – showing real places, real moments, and real faces that are authentic, diverse, and inclusive.

We are recentering our brand ethos on “living life to the fullest” and sharpening our focus on Gen Z.

Pura Vida remains one of the most highly-engaged brands in the accessories space, surpassing 2.2 million followers on Instagram and is consistently listed as one of the most engaged jewelry brands on Instagram.

Pura Vida was named to the 2024 Forbes Customer Experience All Stars List, ranked by consumers to be in the top 6% of over 3,000 brands for its products, services, and treatment of customers.

We are focusing on delivering unique, fun, playful product designs that are affordable and accessible.

We will continue to innovate in our hero core category of string bracelets as well as other jewelry items, and we will opportunistically explore additional close-in, adjacent categories that make sense for our business and our customers.

Approximately a third of the total Pura Vida business is comprised of jewelry categories other than bracelets, such as rings, anklets, and necklaces.

We will have a strong focus on restoring e-commerce growth, utilizing our new comprehensive customer data platform to strategically target and personalize marketing.

We will drive strategic growth of wholesale by pursuing larger, more strategic partnerships and expansion of our larger existing accounts.

In addition, we will refine our store model to further drive top and bottom line growth.

We are pausing new store growth in fiscal 2024 to determine how big our store base should be and what infrastructure is needed to support it.

We also opened three additional full-line locations, building on the success of our first store opening in San Diego, California in August 2021.

Our four full-line stores are playing a role in driving new customer acquisition as we continue to diversify our marketing platforms, and they demonstrate the power a retail presence can have in driving digital sales, omni-channel loyalty, and spending.

We continue to have a strong focus on restoring e-commerce growth and prudent growth of wholesale by pursuing larger, more strategic partnerships and expanding larger existing accounts.

We expect to open two additional stores this year.

Our four full-line Pura Vida stores are playing a role in driving new customer acquisition as we continue to diversify our marketing platforms, and they demonstrate the power a retail presence can have in driving digital sales, omni-channel loyalty, and spending.

Our Product Release Strategy

Vera Bradley .

We typically introduce new collections monthly.

On average, we typically introduce new collections monthly.

Each launch typically consists of one to three signature cotton-quilted prints, as well as other fabrications including Performance Twill, Re-Active, microfiber, and nylon, some of which are also available in solid colors.

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To keep our assortment current and fresh, and to focus our inventory investments on our best performers, we discontinue prints and fabrications as necessary.

We sell our remaining inventory of retired products primarily through our websites (including our online outlet site), factory outlet stores, typically our annual outlet sale, and third-party liquidators.

We sell our remaining inventory of retired products primarily through our websites (including our online outlet site), outlet stores, our annual outlet sale, and third-party liquidators.

We introduce new Pura Vida products seasonally, approximately three times a year (spring, summer, and fall).

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We believe their popularity, as well as the appeal of our other travel items, results from our vibrant designs, functional styles, and lightweight fabrications.

Accessories include Vera Bradley-branded fashion accessories such as ID holders, lanyards, wallets, wristlets, eyewear, scarves, various technology accessories, hair accessories, as well as Pura Vida-branded accessories such as bracelets, rings, and necklaces.

A majority of products are sold through the accessories category in the Pura Vida business.

Accessories include Vera Bradley-branded fashion accessories such as ID holders, lanyards, wallets, wristlets, eyewear, scarves, various technology accessories, and hair accessories, as well as Pura Vida-branded accessories such as bracelets, rings, and necklaces.

The majority of products sold by Pura Vida are included under the accessories category.

We believe our accessories are attractively priced and allow the consumer to include some color in her wardrobe.

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Apparel/Footwear .

Our apparel and footwear category includes sleepwear, footwear, outerwear, cotton face masks, socks, Vera Bradley tops, and Pura Vida tees and hoodies.

Cotton face mask sales began, and were most significant, during fiscal 2021 at both Vera Bradley and Pura Vida.

Our apparel and footwear category includes, among other items, Vera Bradley sleepwear, footwear, outerwear, socks, and tops, as well as Pura Vida tees and hoodies.

Product Development

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We currently have licenses in place for eyewear;

technology accessories;

stationery/drinkware;

sleepwear and loungewear;

outdoor furniture, accessories, and décor;

and wallpaper.

We also have licensing agreements with Disney Consumer Products, Warner Brothers Consumer Products, Peanuts Worldwide, Crocs, Gillette, Totes, NCAA (collegiate), and certain U.S.

and outdoor furniture, accessories, and décor.

We also have licensing agreements with NFL, Disney Consumer Products, Peanuts Worldwide, Sanrio Inc.

(Hello Kitty), Crocs, Tupperware, Tervis (drinkware), NCAA (collegiate), and certain U.S.

Military forces.

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Our cross-functional team attends trade shows and performs market research to develop what we believe will be on-trend products that communicate and emulate the “pura vida” lifestyle.

We also pursue brand extensions through licensing agreements and we have partnered with Discovery, Warner Brothers Consumer Products, Disney Consumer Products, Sanrio, and other companies that are consistent with our brand.

We also pursue brand extensions through licensing agreements and we have partnered with Discovery, Warner Brothers Consumer Products, Disney Consumer Products, Sanrio Inc.

(Hello Kitty), and other companies that are consistent with our brand.

We believe that the growth of our brands and our business is influenced by our ability to introduce and sell our merchandise in a way that clearly conveys the Vera Bradley and Pura Vida brand personalities.

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Public Relations and Product Placement.

Vera Bradley has received considerable editorial exposure in the press, with mentions in Oprah Daily , In Style , Good Morning America , Today , Cosmopolitan , WWD , Seventeen , Travel and Leisure , Real Simple , and Good Housekeeping .

Vera Bradley has received considerable editorial exposure in the press, with mentions in Travel & Leisure, People, Real Simple, Today, US Weekly, Good Morning America, Refinery 29, Southern Living, Glamour, Seventeen, Elle, Women's Wear Daily, Pop Sugar, and Good Housekeeping.

In addition, we have expanded our public relations efforts to reach popular online influencers and content creators.

Product placement of Vera Bradley products in feature-length films and on prime-time television shows remains strong with television placements in This is Us , All American , Call Me Kat , Grownish , How I Met Your Father , and The Neighborhood .

Product placement of Vera Bradley products in feature-length films and on prime-time television shows remains strong with television placements in All American, B Positive, Bob Hearts Abishola, Call Me Kat, Grownish, Elsbeth, The Neighborhood, Night Court, With Love, Lopez vs.

Lopez, Last Man Standing, Mom, and Curb Your Enthusiasm .

Movie placements include:

A Man Named Otto , Leave the World Behind , No Hard Feelings , My Big Fat Greek Wedding 3 , and Barbie .

A Man Named Otto, No Hard Feelings, My Big Fat Greek Wedding 3, and Puppy Love.

Partnerships.

During fiscal 2023, under the umbrella of VB Cares, we reinforced our position as a total stakeholder-focused and socially-conscious organization and continued to strengthen our community support and charitable initiatives that are meaningful to our customers and that make a significant impact on those in need, particularly women and children.

During fiscal 2024, under the umbrella of VB Cares, we reinforced our position as a socially-conscious organization and continued to strengthen our community support and charitable initiatives that are meaningful to our customers

and that make a significant impact on those in need, particularly women and children.

Efforts included supporting the Vera Bradley Foundation for Breast Cancer, Blessings in a Backpack, New Hope Girls, Free Mom Hugs, One Atta Time, American Heart Association, Boys and Girls Club, Big Brothers Big Sisters, among others.

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This information provides us with deeper insight into the products and categories that are of the highest interest to our customers and allows us to better target our customers with appropriate messages.

As of January 28, 2023, we had approximately 2.0 million Facebook fans and approximately 72,000 Twitter followers.

Our Instagram has grown to over 570,000 followers and is our most highly engaged social medium.

As of February 3, 2024, we had approximately 2.0 million Facebook fans, approximately 70,000 Twitter ("X") followers, and approximately 45,000 TikTok followers.

Our Instagram has grown to nearly 600,000 followers and is our most highly engaged social medium.

In addition, we often partner with brand-right bloggers to promote our products.

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Collaborations and holiday promotions were the primary focus for our retail store locations.

The factory outlet channel participated in center marketing throughout the year highlighting key seasonal moments, such as:

The outlet channel participated in center marketing throughout the year highlighting key seasonal moments, such as:

Spring Break, Back to School, Labor Day, and Holiday.

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We connect with our established customers with regular emails, affiliate marketing, SMS marketing, and social media marketing.

Our retention advertising focuses on informing Pura Vida customers of new product launches, exclusive offers, inventory restocks of best sellers, upselling subscription products, promoting referral and loyalty rewards, and the latest Pura Vida news.

Our retention advertising focuses on informing Pura Vida customers of new product launches, exclusive offers, inventory restocks of best sellers, promoting referral and loyalty rewards, and the latest Pura Vida news.

New Customer Acquisition Advertising.

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We have a grassroots program of brand ambassadors who drive customers to our website and generate buzz in local communities, digitally through their social media channels, in person through events, and through word of mouth.

This program helps us reach our customers in a peer-to-peer fashion, similar to word of mouth marketing.

We acquire these brand ambassadors through advertising on Instagram and Snapchat, as well as regular promotion through our organic and retention channels.

Influencer Marketing .

We have tiers of small to large sized influencers across various key markets and demographic profiles.

We work with macro influencers on product collaborations and campaigns, and foster organic relationships with them through photoshoots, trips, and events which we believe drives organic growth for the brand.

We have also built a network of micro influencers through our gifted program who post for our brand in exchange for product and exposure on our social channels.

We acquire these brand ambassadors through advertising on Instagram and Tiktok, as well as via outreach on our organic and retention channels.

PR & Influencer Marketing .

We work to tell the Pura Vida brand story through media and editorial placements, seeding with celebrities and relevant publications, and working with brand influencers across various key markets and demographic profiles.

Our work with influencers includes collaborations on product and marketing campaigns that drives brand awareness with their audiences and our target demographic.

We have also built a network of micro influencers and content creators who post for our brand in exchange for product and exposure on our social channels.

Charity Collaborations .

W e actively partner with charities to donate to causes that are important to our customers.

To date, we have donated nearly $5.0 million to var ious charities around the world.

Events Marketing .

To reach our existing customers in person, to acquire new customers, and to expose customers to the experiential aspect of our brand, we have hosted several successful events at our retail stores, including for store openings and seasonal-based events such as for Valentine's Day.

To date, we have donated nearly $6.0 million to various ch arities around the world.

Experiential Marketing .

To reach both existing and new customers and bring the Pura Vida brand to life, we have hosted events at our retail stores, in-person brand activations on college campuses and relevant public events, and built a brand presence at partner-owned events such as the World Surf League.

To create excitement and engagement, in the summer of fiscal 2024, we launched our “Live Free” and “College Mobile tours.

“Live Free" made stops all over the U.S., including the Hamptons, NY;

Jackson, WY, and Juneau, AK.

In conjunction with back-to-campus, our “College Mobile” Vera Bradley bus tour traveled to various college campuses across the country.

Because Vera Bradley and Pura Vida products are frequently given as gifts, we have historically realized, and expect to continue to realize, higher sales and operating income in the fourth quarter of our fiscal year, which includes the holiday months of November and December.

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We have developed a retail presence through our full-line stores, all located in the United States, which provides us with a format to showcase our brand and the full array of Vera Bradley products.

As of January 28, 2023, we operated 51 full-line stores averaging approximately 2,000 square feet per store.

As of February 3, 2024, we operated 43 full-line stores averaging approximately 2,000 square feet per store.

Our sales associates are passionate about our products and customer service, which we believe translates into a superior shopping experience.

Factory Outlet Stores.

Our factory outlet stores are a vehicle for selling factory exclusive styles, as well as retired merchandise at discounted prices, while maintaining brand integrity.

Typically, approximately 95% of the merchandise found in our factory outlet stores consists of factory exclusive styles.

Factory outlet stores are an integral part of our distribution strategy, as this format provides an additional channel of distribution for our products and enables us to better target value-oriented customers.

Our factory outlet stores average approximately 3,500 square feet per store and we expect to invest approximately $0.5 million per new store, consisting of inventory, pre-opening costs, and build-out costs, less tenant-improvement allowances.

As of January 28, 2023, we operated 79 factory outlet stores, all located in the United States.

Outlet Stores .

Our outlet stores are a vehicle for selling styles made specifically for our outlet channel, as well as retired merchandise at discounted prices, while maintaining brand integrity.

Typically, approximately 95% of the merchandise found in our outlet stores consists of exclusive styles.

Outlet stores are an integral part of our distribution strategy, as this format provides an additional channel of distribution for our products and enables us to better target value-oriented customers.

Our outlet stores average approximately 3,500 square feet per store.

As of February 3, 2024, we operated 81 outlet stores, all located in the United States.

Store Location Selection Strategy.

Our store location decisions for both full-line and factory outlet stores are made based upon our comprehensive retail strategy that includes actual and planned penetration in both Indirect and Direct segments, as well as existing e-commerce demand.

While we have temporarily suspended full-line store growth and forecast that we will close additional full-line stores, we believe that long-term expansion of our store base is necessary to increase brand awareness and reinforce our brand image by contributing to our omni-channel retail strategy.

Our store location decisions for both full-line and outlet stores are made based upon our comprehensive retail strategy that includes actual and planned penetration in both Indirect and Direct segments, as well as existing e-commerce demand.

While we forecast that we will close additional full-line stores, we believe that long-term expansion of our store base is necessary to increase brand awareness and reinforce our brand image by contributing to our omni-channel retail strategy.

In addition to analyzing store economics, we pay particular attention to the location within the shopping center, the size and shape of the space, and co-tenancies.

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The focus of our store operations is providing consumers with a comfortable and memorable shopping experience.

We strive to make the experience interactive through special store events, such as showcasing newly launched products or celebrating our namesake’s birthday.

We strive to make the experience interactive through special store events.

Our customer service philosophy emphasizes friendly service, merchandise knowledge, and passion for the brand.

Consequently, an essential requirement for the success of our stores is our ability to attract, train, and retain talented, highly motivated district managers, store managers, and sales associates.

We sell our products through the verabradley.com and verabradley.ca websites.

We sell our products through the verabradley.com, outlet.verabradley.com and international.verabradley.com websites.

The objective of these websites is to provide both a mechanism for marketing directly to consumers and a storefront where consumers can find the entire full-line Vera Bradley collection.

During fiscal 2021, we re-platformed our websites to become more streamlined, nimble, and efficient in our technology platform and business processes.

Since 2018, we have also operated an online outlet site to reduce clearance sales from verabradley.com.

Between 2018 and late calendar 2023, we also operated a flash online outlet site to reduce clearance sales from verabradley.com.

In November 2023, we transformed the online outlet from a flash-sale model to an everyday extension of our outlet stores.

This brought new customers to the brand and helped offset weakness in the outlet store channel.

We had approximately 58 million visits to verabradley.com and our online outlet site during fiscal 2024.

Annual Outlet Sale.

We have not held our annual outlet sale for the past three years as a result of the COVID-19 pandemic but plan to resume the sale in June 2023.

For calendar years 2021 and 2022, our annual outlet sale was cancelled as a result of the COVID-19 pandemic.

In June 2023, the annual outlet sale resumed.

Our annual outlet sale is typically held in the Allen County War Memorial Coliseum Exposition Center in Fort Wayne, Indiana.

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Vera Bradley Indirect Segment

As of January 28, 2023, we sold our products in approximately 1,700 specialty retail locations, as well as department stores, national accounts, third-party e-commerce sites, and third-party inventory liquidators, as well as through licensing agreements.

In fiscal 2012, we launched our products in the department store channel.

We are currently in approxima t ely 300 department store locations.

The to p 25% of our specialty retailers account for approximately 80% of total specialt y retailer revenue.

As of February 3, 2024, we sold our products in approximately 1,600 specialty retail locations, as well as department stores, national accounts, third-party e-commerce sites, and third-party inventory liquidators, as well as through licensing agreements.

We currently sell our products in approximately 300 department store locations as well as Amazon.com and other marketplaces.

The top 25% of our specialty retailers account for approximately 80% of total specialty retailer revenue.

No single Indirect retailer represented more than 6% of consolidated net revenues in fiscal 2024, with the top ten Indirect retailers, representing in the aggregate approximately 65% of total Indirect segment net revenues.

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We believe that having a combination of an in-house field sales force and a third-party agency, covering certain geographies, results in a more consistent brand presentation and messaging, enhanced support for our Indirect customers, and a more predictable, scalable, and cost-efficient business model.

As of January 28, 2023, our in-house sales team consisted of approximate ly 25 full-time sales consultants.

As of February 3, 2024, our in-house sales team consisted of approximate ly 20 full-time sales consultants.

In addition to acquiring new and growing existing accounts, our sales consultants serve as a support center for our Indirect customers by assisting and educating them in areas such as merchandising and visual presentation, marketing the brand, product selection, and inventory management.

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The Pura Vida wholesale channel is comprised primarily of specialty stores including Tilly’s, The Paper Store, Ron Jon Surf Shops, and Hallmark stores, among others.

Pura Vida also has a presence on Amazon through a third-party wholesaler.

Pura Vida also sells in select department stores and has a presence on Amazon.com through a third-party wholesaler.

We have a combination of in-house and external sales personnel who work with our wholesale retailers regarding order fulfillment and compilation.

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During fiscal 2024, we continued to be impacted by higher tariffs from previously duty-free countries, where we source products, as a result of the Generalized System of Preferences (“GSP”) duty-free status expiring at the end of calendar year 2020.

We cannot guarantee if or when the GSP duty-free status will be reinstated and retro-actively applied by Congress.

In addition, supply chain disruptions, including delivery delays and inbound and outbound freight cost increases began to stabilize toward the end of fiscal 2023.

During the prior fiscal year, delivery delays oftentimes added several weeks of delays to our deliveries.

We cannot guarantee if or when the GSP duty-free status will be reinstated or if it will be retro-actively applied by Congress.

Our multi-country manufacturing and supply chain model is designed to achieve efficient, timely, and accurate order fulfillment while maintaining appropriate levels of inventory.

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Our sourcing team also focuses on achieving the right balance of production sites and countries of origin to mitigate the risk of concentrated production, including potential incremental tariffs.

To continue to assist in this risk m itigation, our sourcing team reduced our Vera Bradley production in China from over 50% in fiscal 2019 to approximately 15% in fiscal 2023.

To continue to assist in this risk m itigation, our sourcing team reduced our Vera Bradley production in China from over 50% in fiscal 2019 to approximatel y 15% in f iscal 2024.

We strive to maintain the appropriate balance of inventory to enable us to provide a high level of service to our customers, including prompt and accurate delivery of our products at a reasonable cost.

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Approximately half of Vera Bradley product sales are cotton-based.

Our other fabrics include primarily fleece, polyester, and microfiber.

Our other fabrics include fleece, polyester, and microfiber.

We source our raw materials from various suppliers in Asia, with the majority of non-cotton based products coming from China and South Korea.

We operate an office in Hong Kong to lead the global supply chain in As ia, including the oversight of sourcing and procurement.

Our cotton-based products are sourced from areas outside of China.

Our global sourcing team works with select suppliers enabling us to optimize the mix of cost, lead time, quality, and reliability within our global supply network.

Our global sourcing team identifies, evaluates, and selects suppliers to fulfill the sourcing strategy.

Conducting market analysis and supplier assessment to identify potential partners are integral to maintaining a competitive edge and driving profitability.

The global sourcing team

collaborates with carefully selected and screened suppliers to negotiate contracts and agreements, balance cost, lead time, quality, and reliability across our supplier network and maximize operational efficiency.

Developing a long-term and mutually beneficial relations with suppliers and to foster collaboration and innovation is an important part of our sourcing matrix.

The global sourcing team ensures a diversified supplier base to minimize single source dependency and is also monitoring geopolitical factors and market trends to anticipate and mitigate supply chain risks.

We actively mitigate raw materials price increases through purchasing at advantageous times and periods.

1 unchanged sentence

We are continually updating our factory audit process and building a better compliance program to ensure our vendor code of conduct is met.

In fact, in fiscal 2022 we moved from internal factory audits to partnering with BetterWork to conduct the audits.

In fiscal 2022 we moved from internal factory audits to partnering with BetterWork to conduct these audits.

BetterWork brings diverse groups toge ther (governments, global brands, factory owners, unions, and workers) to improve working conditions in the garment industry and make the sector more competitive.

These audits encompass both the Vera Bradley and Pura Vida brands.

In April 2016, we opened an office in Hong Kong to lead the global supply chain in As ia, including the oversight of sourcing and procurement.

These audits encompass both the Vera Bradley and Pura Vida brands as they relate to our purchases in Cambodia and Bangladesh.

The majority of our Vera Bradley finished goods, not sourced through licenses or strategic partners, are manufactured by a variety of global manufacturers located primarily in Cambodia, Vietnam, Indonesia, China, and the Philippines.

We discontinued manufacturing in Myanmar in mid-2021.

With the oversight of our office in Hong Kong and our independent contractors, we believe financial benefits have been realized without sacrificing the level of quality inherent in our products or service to our customers.

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Vera Bradley owns a 428,500 square-foot distribution center in Roanoke, Indiana.

This automated, computerized facility allows Vera Bradley employees to receive information directly from the order-collection center and quickly identify the products and quantities necessary to fulfill a particular order.

This facility allows Vera Bradley employees to receive information directly from the order-collection center and quickly identify the products and quantities necessary to fulfill a particular order.

The facility’s technology enables us to accurately process and pack orders, as well as track shipments and inventory.

5 unchanged sentences

e-commerce site and wholesale accounts are distributed primarily through a third-party provider in Tijuana, Mexico.

Pura Vida also distributes product through a third-party provider in the Netherlands and Canada, which supports European e-commerce and Canadian wholesale operations, respectively.

Pura Vida also distributes product through third-party providers in the Netherlands and Canada, which supports European e-commerce and Canadian wholesale operations, respectively.

Management Information Systems

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Our information systems are designed to provide, among other things, enterprise class business management, comprehensive order processing for all commerce channels, production, accounting, and management information and analytics for the product development, retail, sales, marketing, distribution, finance, and human resources functions of our business.

In fiscal 2021 at Vera Bradley, we

migrated our ERP, POS, Business Intelligence, and Order Management systems to cloud-based platforms streamlining and simplifying our work and providing for additional capabilities such as mobile POS and multi-company operations on the same platform.

At Vera Bradley, our ERP, POS, Business Intelligence, and Order Management systems are on cloud-based platforms, streamlining and simplifying our work and providing for additional capabilities such as mobile POS and multi-company operations on the same platform.

We completed our ERP migration during fiscal 2022 for Pura Vida, so that our entire enterprise is on a unified technology platform.

We continue to assess our on-premise and cloud-based technology solutions in an effort to ensure we have the optimal solutions for our business.

We are continuing to implement a new suite of inventory planning tools to optimize full line assortments, localized assortments, pricing and promotion planning, and inventory positions.

Part of these tools were implemented in fiscal 2023 and the remainder is planned for implementation in fiscal 2024.

In fiscal 2024, we completed the implementation of a new suite of inventory planning tools to optimize full line assortments, localized assortments, pricing and promotion planning, and inventory positions.

For both Vera Bradley and Pura Vida, we face strong competition in each of the product lines and markets in which we compete.

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We put this standard into practice through our hiring, training, and an annual affirmative action program.

As of January 28, 2023, we had approximately 2,180 employees.

As of February 3, 2024, we had approximately 2,135 employees.

Of the total, approximately 1,495 were engaged in Vera Bradley retail selling positions;

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Project Quilt .

In fiscal 2021, we launched our Company-wide diversity and inclusion initiative, Project Quilt, to continue to enhance diversity, equality, and inclusion, focusing on three key areas – the Associate Experience, the Customer Experience, and the Community Experience.

Our Company-wide diversity and inclusion initiative, Project Quilt, continues to enhance diversity, equality, and inclusion, focusing on three key areas – the Associate Experience, the Customer Experience, and the Community Experience.

Vera Bradley believes it is critical to engage its different stakeholders in order to understand their views, values, and ideas and to design a more responsible environment for all involved.

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Every year, we conduct an associate engagement survey in order to better understand our associates’ insights into our Company’s strengths and opportunities.

In calendar year 2022, we once again had outstanding participation, with over 80% of our associates sharing their candid feedback.

Our calendar year 2022 overall engagement score was once again above average in all categories compared to peer companies with some categories in the upper quartile compared to peer companies.

The feedback gave us insight into improvement opportunities and was instrumental in decisions we made to shape, strengthen, and improve our Company.

As a result of the survey feedback, over the last several years we have made meaningful improvements to benefits, career development, compensation, mental health and wellness programs, and our facilities.

We believe listening to our associates’ feedback provided through the annual engagement surveys continually strengthens our corporate culture.

Additionally, on February 9, 2022, Vera Bradley was awarded the #1 ranking on the Forbes list of America’s Best Midsize Employers 2022.

This prestigious award is presented by Forbes and Statista Inc., the world-leading statistics portal and industry ranking provider.

In calendar year 2023, we once again had strong participation, with over 70% of our associates sharing their candid feedback.

Our calendar year 2023 overall engagement score was once again above average ranking in the upper quartile compared to peer companies.

The feedback gave us insight into improvement opportunities and is instrumental in decisions we make to shape, strengthen, and improve our Company.

As a result of the survey feedback, over the last several years we have made meaningful improvements to benefits, career development, compensation, mental health and

wellness programs, and our facilities.

We believe listening to our associates’ feedback provided through the annual engagement survey continually strengthens our corporate culture.

Pay and Benefits .

The Company offers competitive pay packages that include market-competitive base and hourly compensation, healthcare, a 401(k) savings plan that typically includes a Company contribution match, paid time off (including for volunteer work), paid family leave, matching gifts program, and an Employee Assistance Program.

The Company offers competitive pay packages that include market-competitive base and hourly compensation, healthcare, a 401(k) savings plan that includes a Company contribution match, paid time off (including for volunteerism), paid family leave, matching gifts program, and an Employee Assistance Program.

Leadership Programs .

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We recognize everyone in the Company has the ability to lead by example and influence others in a positive way that ultimately provides meaningful value and will make us stronger.

Our long-term initiative, Leaders by Design, encourages our associates to grow as leaders through

new associate orientation and onboarding, formal training programs, mentorship programs, job shadowing and career-pathing programs and development, including THE LEADERSHIP CHALLENGE®, a globally recognized, research-based leadership development program designed to enhance leadership effectiveness.

Our long-term initiative, Leaders by Design, encourages our associates to grow as leaders through new associate orientation and onboarding, formal training programs, mentorship programs, job shadowing and career-pathing programs and development, including THE LEADERSHIP CHALLENGE®, a globally recognized, research-based leadership development program designed to enhance leadership effectiveness.

Associate Safety .

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Jacqueline Ardrey 54 Chief Executive Officer, President and Director, Vera Bradley, Inc.

John Enwright 50 Chief Financial Officer, Vera Bradley, Inc.

Michael Schwindle 56 Chief Financial Officer, Vera Bradley, Inc.

Dely 48 Chief Administrative & Legal Officer and Corporate Secretary, Vera Bradley, Inc.

7 unchanged sentences

Ardrey began her retail career with the May Company.

John Enwright joined the Company in May 2014 as our Senior Director of Financial Planning and Analysis and was soon promoted to Vice President, Financial Planning and Analysis.

Enwright was named Chief Financial Officer in April 2017.

Prior to joining Vera Bradley, Mr.

Enwright spent 15 years with Tiffany & Co.

in various financial roles of increasing responsibility, including most recently as Director of Financial, Planning and Analysis.

Michael Schwindle was named Chief Financial Officer in May 2023.

P rior to joining Vera Bradley, Mr.

Schwindle served as CFO for accessory and jewelry retailer Claire’s, between 2020 and April 2023.

From 2018 to 2020 Mr.

Schwindle was CFO at Fleet Farm, a big-box retailer.

Prior to that, he held CFO roles at specialty retailers Payless ShoeSource, Harry & David, and Musician’s Friend, as well as other key financial positions at Home Depot and Limited Brands.

Schwindle began his career at Deloitte & Touche, LLP.

Dely joined the Company in August 2016 as our Vice President, Chief Legal Officer and Corporate Secretary and was promoted to also serve as the Chief Administrative Officer in September 2017.

16 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business