What changed in this filing

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Item 9A. Controls and Procedures

2026-03-27 compared with 2025-03-28 · 26 added, 28 removed, 125 unchanged (30% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

We maintain disclosure controls and procedures, (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Operating & Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

Because of inherent limitations, disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of disclosure controls and procedures are met.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated

Our management, with the participation of our Chief Executive Officer and Chief Operating & Financial Officer, evaluated

the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.

Based on that

evaluation, our Chief Executive Officer and our Chief Financial Officer each has concluded that the Company’s disclosure

controls and procedures are effective as of February 1, 2025.

evaluation, our Chief Executive Officer and our Chief Operating & Financial Officer each have concluded that the Company’s disclosure controls and procedures are effective as of January 31, 2026.

Management’s Report on Internal Control over Financial Reporting

1 unchanged sentence

The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles.

Management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission (2013 framework) in Internal Control-Integrated Framework.

Based on the results of that evaluation, management has concluded that such internal control over financial reporting was effective as of February 1, 2025.

The effectiveness of the Company’s internal control over financial reporting as of February 1, 2025, has been audited by Deloitte and Touche LLP, an independent registered public accounting firm, as stated in their report which appears in Item 8 of this Annual Report on Form 10-K.

Management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Operating & Financial Officer, has evaluated the effectiveness of the Company’s internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission (2013 framework) in Internal Control-Integrated Framework.

Based on the results of that evaluation, management has concluded that such internal control over financial reporting was effective as of January 31, 2026.

The effectiveness of the Company’s internal control over financial reporting as of January 31, 2026, has been audited by Deloitte and Touche LLP, an independent registered public accounting firm, as stated in their report which appears in Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

15 unchanged sentences

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth information regarding equity securities authorized for issuance under our equity compensation plans as of February 1, 2025:

The following table sets forth information regarding equity securities authorized for issuance under our equity compensation plans as of January 31, 2026:

Plan Category Number of

27 unchanged sentences

Reports of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of F ebruary 1 , 2025, and February 3, 2024

Consolidated Statements of Operations for the fiscal years ended February 1, 2025, February 3, 2024, and January 28, 2023

Consolidated Statements of Comprehensive (Loss) Income for the fiscal years ended Februar y 1, 2025 , February 3, 2024, and January 28, 202 3

Consolidated Statements of Shareholders’ Equity for the fiscal years ended Feb ruary 1, 2025, February 3, 2024, and January 28, 2023

Consolidated Statements of Cash Flows for the fiscal years ended February 1, 2025, February 3, 2024, and January 28, 2023

Consolidated Balance Sheets as of January 31, 2026, and February 1, 2025

Consolidated Statements of Operations for the fiscal years ended January 31, 2026, February 1, 2025, and February 3, 2024

Consolidated Statements of Comprehensive (Loss) Income for the fiscal years ended January 31, 2026, February 1, 2025, and February 3, 2024

Consolidated Statements of Shareholders’ Equity for the fiscal years ended January 31, 2026, February 1, 2025, and February 3, 2024

Consolidated Statements of Cash Flows for the fiscal years ended January 31, 2026, February 1, 2025, and February 3, 2024

Notes to Consolidated Financial Statements

31 unchanged sentences

and Jacqueline Ardrey dated September 20, 2022 (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on September 20, 2022)

Employment Agreement between Vera Bradley, Inc.

and Ian Bickley dated March 11, 202 6 (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 13, 2026 )

Retention Letter Agreement dated December 6, 2022 with John Enwright (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended October 29, 2022)

2 unchanged sentences

2020 Equity and Incentive Plan (incorporated by reference to Appendix A to the registrant’s Definitive Proxy Statement filed April 21, 2023)

Fourth Amendment to Credit Agreement dated March 11, 2025 among Vera Bradley Designs, Inc., the other borrowers party thereto, JP Morgan Chase Bank, N.A., and the lenders party thereto

Vera Bradley In c.

Fourth Amendment to Credit Agreement dated March 11, 2025 among Vera Bradley Designs, Inc., the other borrowers party thereto, JP Morgan Chase Bank, N.A., and the lenders party thereto (Incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K for the year ended February 1, 2025)

Fifth Amendment to Credit Agreement dated October 21, 2025 among Vera Bradley Designs, Inc., the other borrowers party thereto, JP Morgan Chase Bank, N.A., and the lenders party thereto (Incorporated by reference to Exhibit 10.1 on Form 8-K filed October 2 7 , 2025)

Vera Bradley Inc.

Insider Trading Policy

19 unchanged sentences

Vera Bradley, Inc.

/s/ Michael Schwindle

Michael Schwindle

Chief Financial Officer

/s/ Martin Layding

Martin Layding

Chief Operating & Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael Schwindle and Jacqueline Ardrey, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Martin Layding and Ian Bickley, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Registrant and in the capacities indicated on March 27, 2026.

Signature Title

/s/ Jacqueline Ardrey Director and Chief Executive Officer (principal executive officer)

Jacqueline Ardrey

/s/ Michael Schwindle Chief Financial Officer (principal accounting officer)

Michael Schwindle

/s/ Barbara Bradley Baekgaard Director

Barbara Bradley Baekgaard

/s/ Ian Bickley Director

/s/ Ian Bickley Chief Executive Officer & Executive Chairman (principal executive officer)

/s/ Martin Layding Chief Operating & Financial Officer (principal accounting officer)

Martin Layding

/s/ Ivan Brockman Director

Ivan Brockman

/s/ Kristina Cashman Director

4 unchanged sentences

Andrew Meslow

/s/ Frances P.

Philip Director

/s/ Jessica Rodriguez Director

3 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 9A. Controls and Procedures