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Item 1. Business

2026-03-27 compared with 2025-03-28 · 108 added, 196 removed, 226 unchanged (57% of the section changed)

Vera Bradley, Inc.

operates two unique lifestyle brands – Vera Bradley and Pura Vida.

We believe Vera Bradley and Pura Vida are complementary businesses, both with devoted, emotionally-connected, and multi-generational female customer bases;

alignment as casual, comfortable, affordable, and fun brands;

positioning as “gifting” and socially-connected brands;

strong, entrepreneurial cultures;

a keen focus on community, charity, and social consciousness;

multi-channel distribution strategies;

and talented leadership teams aligned and committed to the long-term success of their brands.

In July 2019, Vera Bradley, Inc.

acquired a 75% interest in Creative Genius, Inc., which operates under the name Pura Vida Bracelets (“Pura Vida”).

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, the Company acquired the remaining 25% interest in Pura Vida.

On March 11, 2025 the Company entered into an Interest Purchase Agreement (the “Agreement”) to sell 100% of Pura Vida.

The transaction is expected to close by the end of the first quarter.

A copy of the Agreement is included as an exhibit to this Form 10-K.

See Note 18 of the Notes to Consolidated Financial Statements.

The Company has three reportable segments:

Vera Bradley Direct (“VB Direct”), Vera Bradley Indirect (“VB Indirect”), and Pura Vida.

For financial information about our reportable segments, refer to Note 17 of the Notes to Consolidated Financial Statements set forth in Part II, “Item 8.

Financial Statements and Supplementary Data,” of this report.

Vera Bradley is a leading designer of women’s handbags, luggage and travel items, fashion and home accessories, and unique gifts.

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Miller, the brand is known for its innovative designs, iconic patterns, and brilliant colors that inspire and connect women.

On March 11, 2025, the Company entered into an Interest Purchase Agreement (the “Agreement”) to sell one hundred percent (100%) of Creative Genius, Inc., (“Creative Genius”) which operates under the name Pura Vida Bracelets.

The sale consummated on March 31, 2025.

As a result, the operations of Pura Vida have been classified as discontinued operations in the consolidated financial statements in accordance with ASC 205-20, Discontinued Operations.

Prior period amounts have been retrospectively adjusted to conform to the current period presentation.

Unless otherwise specified, disclosures in these consolidated financial statements reflect continuing operations only.

Certain prior period data, primarily related to discontinued operations, have been reclassified in the Consolidated Financial Statements and accompanying notes to conform to the current period presentation.

Following the sale, Pura Vida is no longer included in the Company’s consolidated financial results.

Refer to Note 16 for additional information.

The Company has two reportable segments:

Vera Bradley Direct (“VB Direct”) and Vera Bradley Indirect (“VB Indirect”).

For financial information about our reportable segments, refer to Note 15 of the Notes to Consolidated Financial Statements set forth in Part II, “Item 8.

Financial Statements and Supplementary Data,” of this report.

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

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

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

As of February 1, 2025, the Company operated 39 full-line stores and 87 outlet stores.

direct to consumer marketplaces;

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

As of January 31, 2026, the Company operated 29 full-line stores and 86 outlet stores.

VB Indirect .

The VB Indirect business consists of sales of Vera Bradley products to approximately 1,000 specialty 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;

sales to department stores, national accounts, 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 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 website (www.puravidabracelets.com);

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 seven 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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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, 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.

Thall and Goodman, from Southern California, were traveling through Costa Rica in 2010 and crossed paths with two bracelet artisans.

Thall and Goodman asked the artisans to make 400 bracelets to take home with them.

Upon returning to San Diego, Thall and Goodman placed the bracelets in a bowl at a local boutique.

Within days, the bracelets sold out and customers were asking for more.

Thall and Goodman quickly recognized the significance of these simple string bracelets.

They were more than just ordinary locally-crafted bracelets;

they symbolized a movement valuing the simple things in life.

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

Enterprise Vision and Growth Strategies

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 2025, we made significant progress on this Company-wide, comprehensive initiative, focusing on the four key pillars of the business for each brand.

At Vera Bradle y, we launched the first manifestation of our Project Restoration in July fiscal 2025.

It included, 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 remain confident in our strategic direction and continue to make refinements based on selling data and customer feedback we have received since Project Restoration launch.

We will be expanding our heritage products, reducing our assortment in higher price points, as well as bringing back regular deliveries of licensed product and some classic styles our customers are asking for.

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 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.

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 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 are continuing to look for opportunities to improve the profitability of our full-line store portfolio by re-balancing our existing fleet

through select closures along with identifying future market opportunities.

We will continue to focus on our highest-potential stores by enhancing the customer experience.

We expect to open two full-line stores in fiscal 2026.

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

We have improved our online shopping experience through elevating full-line creative and experiences, while offering our outlet assortment online at outlet.verabradley.com.

Pura Vida has shifted focus to delivering profitability and balancing the ecommerce business with wholesale and retail stores.

Pura Vida diversified marketing spend and made additional efforts to retain customers.

Pura Vida has sharpened focus on the 18-24 year old, who both those younger and older aspire to be.

Pura Vida's target customer is free-spirited, a trendsetter, and in the midst of discovering who she is and where she is heading.

Pura Vida has refreshed the brand image with a focus on being more relevant to Gen Z through showing real places, real moments, and real faces that are authentic, diverse, and inclusive.

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

Pura Vida has focused on delivering unique, fun, playful product designs that are affordable and accessible.

Pura Vida has innovated in the hero core category of string bracelets as well as other jewelry items.

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

Pura Vida has had a strong focus on restoring e-commerce to a healthy full price customer and prudent sharper management of wholesale.

The six full-line Pura Vida stores have played a role in driving new customer acquisition and they demonstrate the power a retail presence can have in driving digital sales, omni-channel loyalty, and spending.

During fiscal 2026, we began execution of Project Sunshine, a comprehensive strategy to strengthen our market position by tapping into our brand’s strong emotional connection with consumers.

We are simplifying decision-making, removing organizational complexity, and focusing resources on high-impact initiatives.

This operational focus, paired with prudent cost management, will allow us to invest in the brand, innovation, and customer experiences, all while driving shareholder value.

These improvements are about agility — building a responsive organization to fully leverage our unique brand position.

Through the five pillars outlined below, Project Sunshine will reclaim Vera Bradley's joyful optimism while fueling operational success.

Sharpening Brand Focus :

We are refining our brand strategy to ensure consistent, resonant messaging across all consumer touchpoints.

We are revisiting product assortment and style, reintroducing innovation to our core DNA, and emphasizing our heritage in occasion-based bags.

At the same time, we are leaning into our cotton heritage, increasing the penetration of cotton across the assortment and reinforcing the material authenticity that defines our brand.

Rewiring our digital ecosystem :

We are aligning all consumer touchpoints with a cohesive omnichannel experience, ensuring clear brand identity and channel roles supported by cohesive storytelling for customer acquisition and retention.

We are redefining our outlet strategy by enhancing the customer experience with curated assortments, optimized visuals, and labor efficiency.

This transformation will elevate brand engagement and drive profitability, positioning outlets as key drivers of our brand evolution.

Resetting our go-to-market :

We are scrutinizing every aspect of our operating processes including product development, store labor, promotional strategies, and more to improve efficiency.

This holistic review will sharpen focus on high-impact initiatives and retail KPIs across all channels.

Reimagining How We Work :

We are restructuring our organization to foster collaboration, creativity, and efficiency.

As we align our talent and leadership with key growth areas, we are redesigning our structure to drive transformation and streamline costs.

Our Product Release Strategy

Vera Bradley .

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 Featherweight, Leather, Performance Twill, Re-Active, microfiber, and nylon, some of which are also available in solid colors.

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

These collections of prints and solids are incorporated into the designs of a wide range of products, including bags, accessories, and travel items.

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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), outlet stores, our annual outlet sale, and third-party liquidators.

New Pura Vida products are released monthly.

Each product launch collection typically consists of 10 to 30 customer choices, offering a mix of seasonally inspired designs and next generation designs of core bestsellers.

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

The following chart presents net revenues generated by each of the Company’s product categories and other revenues as a percentage of our total net revenues for fiscal years 2026, 2025, and 2024.

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2026 February 1,

2024 January 28,

2025 February 3,

Bags 45.2 % 44.0 % 41.5 %

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Our travel product category includes rolling luggage, cosmetics, travel and packing accessories, and travel bags which include our iconic duffel and weekend bags.

The first Vera Bradley product offering included duffel bags, which have consistently been strong performers.

The first Vera Bradley product offering included duffel bags, which have

consistently been strong performers.

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, 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.

Accessories include Vera Bradley-branded fashion accessories such as ID holders, lanyards, wallets, wristlets, eyewear, various technology accessories, and bag charms.

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

Our product development teams consistently update the accessories assortment based on consumer demand and fashion trends.

Our home category includes textiles, including throw blankets, beach towels, and bedding, as well as items such as mugs and tumblers.

Our home category includes textiles, including throw blankets and beach towels, as well as items such as mugs and tumblers.

Apparel/Footwear .

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.

Our apparel and footwear category includes, among other items, Vera Bradley sleepwear, outerwear, slippers, and socks.

Product Development

Vera Bradley.

We have implemented a fully-integrated and cross-functional product development process that aligns design, trend and market research, merchandising, planning, sales, marketing, and sourcing.

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We currently have licenses in place for eyewear;

stationery/drinkware;

and outdoor furniture, accessories, and décor.

bedding and bath textiles;

sleep and loungewear;

and stationery/drinkware.

We also have licensing agreements with NFL, Disney Consumer Products, Peanuts Worldwide, NBC Universal, Warner Brothers, and NCAA (collegiate).

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Additional arrangements will be launched in fiscal 2027.

Pura Vida continued to develop new styles and re-invent existing styles.

Pura Vida has pursued brand extensions through licensing agreements and partnerships with Discovery, Warner Brothers Consumer Products, Disney Consumer Products, and Sanrio Inc.

(Hello Kitty).

Pura Vida has also engaged in collaboration with other relevant brands like Kulani Kinis, and Dutch Brothers Coffee Company to create limited edition products.

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.

We use marketing as a critical tool in our efforts to promote our brands.

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

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, PR, and targeted TV ads.

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

We use marketing as a critical tool in our efforts to promote our brand.

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

Our marketing platform will continue to be a blend of digital and more traditional channels, such as email, paid digital, social media, quality media placements, public relations, and direct mail.

Our marketing efforts are increasingly reflective of our ongoing commitment to diversity and inclusion.

The goal of our 360-brand marketing program is to drive brand awareness and desirability, as well as connect with consumers where they are.

We will continue to drive social media engagement by employing more user-generated content, growing our influencer and ambassador programs, further enhancing social storytelling and social selling, expanding Facebook, Instagram, and TikTok engagement.

We will continue to drive social media engagement by amplifying user-generated content, growing our influencer and content creation programs, further enhancing social storytelling and social selling, expanding TikTok, Instagram, YouTube, and Facebook engagement.

Retention Advertising.

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Vera Bradley can be found on Facebook, Instagram, TikTok, X, Pinterest, and YouTube.

For Vera Bradley, we have captured approximately 3.3 million active subscribed customer e-mail addresses in our online customer file, with many of these customers providing age, occupation, and location data.

We have captured approximately 2.6 million active subscribed customer e-mail addresses in our online customer file, with many of these customers providing age, occupation, and location data.

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 February 1, 2025, we had approximately 2.0 million Facebook followers, nearly 70,000 Twitter ("X") followers, and approximately 55,000 TikTok followers.

As of January 31, 2026, we had approximately 1.9 million Facebook followers, and nearly 100,000 TikTok followers.

Our Instagram has grown to approximately 660,000 followers and is our most highly engaged social medium.

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We use direct mail for prospecting, customer retention, and reactivation.

Retention Advertising.

Pura Vida has connected with established customers through regular emails, affiliate marketing, SMS marketing, and social media marketing.

Pura Vida's retention advertising focuses on informing 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.

Pura Vida has focused on digital advertising through Facebook, Instagram, TikTok, Google, Snapchat, and Pinterest to acquire new customers.

Pura Vida has consistently tested new audiences, channels, creative ads, and promotions to maximize our return on paid media spend.

Ambassador Program .

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

PR & Influencer Marketing .

The Pura Vida brand story is told through media and editorial placements, seeding with celebrities and relevant publications, and working with brand influencers across various key markets and demographic profiles.

Pura Vida has 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 .

Pura Vida has partnered with charities to donate to causes that are important to our customers.

To date, Pura Vida has donated nearly $6.5 million to various charities around the world.

Experiential Marketing .

To reach both existing and new customers and bring the brand to life, Pura Vida has 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 Varsity Cheer League.

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.

Because Vera Bradley 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.

In addition, our products are popular during back-to-school periods of August and September.

Fluctuations in sales and operating income in any fiscal quarter are affected by the timing of seasonal wholesale shipments and other events affecting retail sales.

Fluctuations in sales and operating income in any fiscal quarter are affected by the timing of seasonal wholesale shipments, licensing agreement product launches, and other events affecting retail sales.

Channels of Distribution

We distribute our Vera Bradley products through our VB Direct (including e-commerce and retail stores) and VB Indirect segments and Pura Vida products primarily through e-commerce, wholesale retailers, and retail stores.

We distribute our Vera Bradley products through our VB Direct (including e-commerce and retail stores) and VB Indirect segments primarily through e-commerce, wholesale retailers, and retail stores.

This multi-channel distribution model is designed to enable operational flexibility and maximizes the methods by which we can access potential customers.

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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 February 1, 2025, we operated 39 full-line stores averaging approximately 2,000 square feet per store.

As of January 31, 2026, we operated 29 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.

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

As of February 1, 2025, we operated 87 outlet stores, all located in the United States.

As of January 31, 2026, we operated 86 outlet stores, all located in the United States.

Store Location Selection 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.

While we forecast that we will close additional underperforming 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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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 the Vera Bradley websites (verabradley.com, international.verabradley.com, and outlet.verabradley.com) as well as direct to consumer marketplaces.

We sell our products through the Vera Bradley websites (verabradley.com, international.verabradley.com, and outlet.verabradley.com) as well as direct to consumer marketplaces.

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.

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 62 million visits to verabradley.com and our online outlet site during fiscal 2025.

We had over 57 million visits to verabradley.com and outlet.verabradley.com during fiscal 2026.

Annual Outlet Sale.

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The annual outlet sale is an important tradition for Vera Bradley, has many loyal followers, and is an opportunity for us to sell our retired merchandise at discounted prices in a brand-right fashion.

We will not be holding our annual outlet sale in fiscal 2027, as we focus on inventory for our stores and look to elevate the overall customer and brand experience of this event and will evaluate its return in future years.

Vera Bradley Indirect Segment

As of February 1, 2025, we sold our products in approximately 1,200 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.

As of January 31, 2026, we sold our products in approximately 1,000 specialty retail locations, as well as department stores, national accounts, and third-party inventory liquidators, as well as through licensing agreements.

We currently sell our products in approximately 270 department store locations as well as Amazon.com and other third party marketplaces.

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Indirect Sales Force

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.

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.

We believe that having a combination of an in-house 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.

In addition to acquiring new and growing existing accounts, our sales team serves 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.

Our visual merchandising program provides our sales consultants with a framework to guide our Indirect customers regarding optimal product placement and display that is intended to reinforce the message that our brand is distinctive.

Pura Vida Segment

Pura Vida products are available on our website, www.puravidabracelets.com.

Pura Vida’s website immerses visitors in the brand, its products, and its social mission.

Pura Vida is a digitally native brand, and the e-commerce storefront continues to be the primary source of revenues for the Pura Vida business.

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 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.

Pura Vida has seven retail store locations.

Two of the locations opened in fiscal 2025, four opened in fiscal 2023, and one location opened in fiscal 2022.

Our full-line locations are allowing us to showcase the Pura Vida lifestyle with a full array of existing products and new product innovations.

Manufacturing and Supply Chain Model

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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 approximatel y 11% in f iscal 2025.

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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Most of our non-cotton fabrics are sourced in China and South Korea.

The majority of our cotton-based products are sourced from India, South Korea, and Pakistan.

The majority of our cotton-based products are sourced from Cambodia, Indonesia, and Vietnam.

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

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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 as they relate to our purchases in Cambodia and Bangladesh.

These audits encompass the Vera Bradley brand as they relate to our purchases in Cambodia.

The Company has implemented a formal forced labor compliance program consisting of vendor due diligence procedures, supply chain mapping, and cotton fiber verification utilizing third-party isotope testing services.

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.

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.

Pura Vida products are sourced primarily from El Salvador, as well as China, India, Guatemala, Cambodia, and Indonesia.

Pura Vida has continued an active supply chain diversification process to ensure a focus on maintaining flexibility and to help mitigate the risk of concentrated production, similar to the Vera Bradley supply chain.

When determining the size of orders placed with our manufacturers, Pura Vida has taken into account forward-looking demand, lead times for specific products, current inventory levels, and minimum order quantity requirements.

Overseas production has resulted in substantial cost savings and a reduction of capital investment.

Distribution Centers

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We believe we are positioned well to support the order fulfillment requirements of our business, including business generated through our website.

Pura Vida products for the U.S.

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

Pura Vida also distributes product through third-party provider in Canada, which supports Canadian wholesale operations.

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.

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 multi-company operations on the same platform.

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 multi-company operations on the same 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.

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

We face strong competition in each of the product lines and markets in which we compete.

We believe that all of our products are in similar competitive positions with respect to the number of competitors they face and the level of competition within each product line.

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Once developed, we generally copyright our patterns as appropriate.

We currently have over 1,350 copyrights related to the Vera Bradley business.

We currently have approximately 1,450 copyrights related to the Vera Bradley business.

We also own the material trademark rights used in connection with the production, marketing, and distribution of all of our products, both in the United States and in the other countries in which our products are principally sold.

Our trademarks include “Vera Bradley” and “Pura Vida.” We aggressively police our trademarks and copyrights and pursue infringers and counterfeiters both domestically and internationally.

Our trademarks include “Vera Bradley.” We aggressively police our trademarks and copyrights and pursue infringers and counterfeiters both domestically and internationally.

Our trademarks will remain in existence for as long as we continue to use and renew them in advance of their expiration dates.

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

As of February 1, 2025, we had approximately 1,725 employees.

Of the total, approximately 1,215 were engaged in Vera Bradley retail selling positions;

approximately 190 were engaged in Vera Bradley distribution, sourcing and quality functions;

approximately 25 were engaged in Vera Bradley product design;

approximately 95 were involved in the Pura Vida business, including the Pura Vida retail stores;

As of January 31, 2026, we had approximately 1,360 employees.

Of the total, approximately 985 were engaged in retail selling positions;

approximately 210 were engaged in distribution, sourcing and quality functions;

approximately 15 were engaged in product design;

and approximately 150 were engaged in corporate support and administrative functions.

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Our long-term success depends on talented and engaged associates.

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

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

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

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

In addition to the annual engagement survey, the Company facilitates ongoing dialogue with associates through internal focus groups such as the Sunshine Collective.

This group meets regularly with members of middle management and serves as a forum to share information from leadership across business areas and to gather feedback from representatives regarding their respective teams and functions.

The Sunshine Collective helps management better understand associate sentiment, identify potential areas of concern or opportunity, and maintain an ongoing pulse on employee engagement across the organization.

Pay and Benefits .

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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Name Age Position(s)

Jacqueline Ardrey 55 Chief Executive Officer, President and Director, Vera Bradley, Inc.

Michael Schwindle 57 Chief Financial Officer, Vera Bradley, Inc.

Ian Bickley 62 Chief Executive Officer & Chairman, Vera Bradley, Inc.

Martin Layding 55 Chief Operating & Financial Officer, Vera Bradley, Inc.

Dely 50 Chief Administrative & Legal Officer and Corporate Secretary, Vera Bradley, Inc.

Alison Hiatt 54 Chief Marketing Officer, Vera Bradley

Jacqueline Ardrey has served as our Chief Executive Officer and Director since November 2022.

Prior to joining Vera Bradley, Inc., Ms.

Ardrey held the post of President at home furnishings and seasonal décor catalog and online retailer Grandin Road, part of the Qurate Retail Group, between 2018 and October 2022.

Previously, Ms.

Ardrey was CEO of Trading Company Holdings and Senior Vice President of Merchandising and Supply Chain for omnichannel gourmet food and gifting brand Harry and David.

Prior to that, she spent 14 years at multi-channel high-end children’s retailer Hanna Andersson in various roles of increasing responsibility, including Senior Vice President of Merchandising, Design, and Wholesale.

Ardrey began her retail career with the May Company.

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.

Melinda Paraie 63 Chief Brand Officer, Vera Bradley, Inc.

Ian Bickley serves as our Executive Chairman and Chief Executive Officer.

Bickley was appointed permanent Chief Executive Officer in March 2026 after serving as our Interim Chief Executive Officer since July 2025.

Bickley has been a member of our Board of Directors since November 2024.

Bickley previously held numerous leadership roles during his nearly 25-year tenure with Coach, including serving for more than 10 years as President of the company’s International Group.

Earlier in his career, he served as President and Chief Executive Officer of Coach Japan.

Bickley also served as Interim Chief Executive Officer of The Body Shop and President of Global Business Development at Tapestry.

He currently serves on the Board of Directors of Crocs and Brilliant Earth.

Martin Layding was named Chief Financial Officer in June 2025 and was promoted to also serve as the Chief Operating Officer in March 2026.

Prior to joining the Company, Mr.

Layding served in Chief Financial Officer roles across several organizations.

Most recently, he served as Chief Financial Officer of Noodle Partners.

Previously, he served as Chief Financial Officer at Rohrer Corporation, Function of Beauty, and several private equity backed firms, including for the Supreme Brand.

Earlier in his career, Mr.

Layding held finance leadership roles at Tapestry, including as divisional Chief Financial Officer for the Coach brand.

He began his career in finance roles at Procter & Gamble.

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.

Between January 2013 and August 2016, Mr.

Dely served as Senior Vice President, Chief Legal Officer, General Counsel and Secretary of Fred’s, Inc., a publicly-traded retailer and pharmacy with locations throughout the Southeast.

From July 2007 to December 2012, Mr.

Dely was Vice President and Divisional General Counsel of the Franchise Services Group for The ServiceMaster Company, where he managed the legal function for the Company's global franchise businesses.

Dely’s additional experience includes being the first in-house counsel for NYSE-listed seed and agricultural-biotech company, Delta & Pine Land Company.

Dely began his legal career at New York law firm Fried Frank, LLP.

Alison Hiatt joined the Company in January 2023 as Chief Marketing Officer of the Vera Bradley brand.

From October 2019 through October 2022, Ms.

Hiatt was Chief Marketing Officer for Salt and Straw, where she was an instrumental part of transforming the unique ice cream company from a regional brand to an emerging national brand through innovative marketing, digital, and e-commerce initiatives and strategic partnerships.

Prior to Salt and Straw, from January 2015 to May 2019, Ms.

Hiatt was Chief Marketing Officer of Banfield Pet Hospitals, a division of Mars, Inc.

Previously, Ms.

Hiatt held marketing-related and other retail posts with REI, Starbucks, and Amazon.

Prior to joining the Company, Mr.

Dely served as Senior Vice President, Chief Legal Officer, General Counsel and Secretary of Fred’s, Inc..

Earlier in his career, he served as Vice President and Divisional General Counsel of the Franchise Services Group for The ServiceMaster Company, where he led the legal function for the company’s global franchise businesses.

Dely previously served as the first in-house counsel for Delta & Pine Land Company and began his legal career at Fried Frank.

Melinda Paraie joined the Company in November 2025 as Chief Brand Officer.

From 2018 to 2023, Ms.

Paraie served as Chief Executive Officer of Cath Kidston, where she led the brand through a digital transformation, navigated the company through challenging business environment during the COVID-19 pandemic, and oversaw its eventual sale.

Prior to that, she spent more than ten years at Tapestry (formerly Coach, Inc.), most recently serving as Senior Vice President of Merchandising for North America and previously for the APAC region.

Paraie also served as Chief Merchandising Officer of John Hardy and, most recently, served as a strategic advisor to several brands, including The Body Shop and Adolfo Domínguez.

Available Information

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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