Press Releases April 16, 2026 08:00 PM

Vera Bradley Terminates Existing Shareholder Rights Plan

Vera Bradley Board Accelerates Termination of Shareholder Rights Plan Citing Reduced Control Risks

By Derek Hwang VRA
Vera Bradley Terminates Existing Shareholder Rights Plan
VRA

Vera Bradley, Inc. announced the termination of its existing shareholder rights plan effective April 17, 2026, earlier than the originally scheduled October 11, 2026 expiration. The Board cites a reassessment of control risks through market accumulations and believes the plan is no longer necessary at this time. The company remains committed to protecting shareholder interests and may consider new measures in the future as needed.

Key Points

  • Vera Bradley's Board unanimously approved accelerating the expiration of the shareholder rights plan to April 17, 2026, effectively terminating it immediately.
  • The Board assessed the risk of any entity gaining control through open market stock accumulations and concluded that the rights plan is currently unnecessary.
  • The company operates two segments—Vera Bradley Direct, selling through its own stores and online platforms, and Vera Bradley Indirect, selling through specialty retailers and third-party platforms.

FORT WAYNE, Ind., April 17, 2026 (GLOBE NEWSWIRE) -- Vera Bradley, Inc. (Nasdaq: VRA) (the “Company”) announced today that the Company’s Board of Directors (the “Board”) unanimously approved an amendment (the “Amendment”) to the Company’s existing shareholder rights plan (the “Rights Plan”) pursuant to which the final expiration date has been accelerated from October 11, 2026 to April 17, 2026. The effect of this Amendment is to terminate the Rights Plan at the close of business on April 17, 2026.

In deciding to accelerate the final expiration date, the Board evaluated the Company’s current circumstances, including the risk of any entity, person or group gaining a control or control-like position in the Company through open market accumulations of the Company’s common stock or otherwise potentially disadvantaging the interests of the Company’s shareholders. Based on this review, the Board concluded that the Rights Plan is no longer required at this time. The Board is committed to acting in the best interests of all shareholders and will evaluate, from time to time, whether to adopt, at its discretion, a new rights plan in order to best position the Board to fulfill its fiduciary duties.

Additional details regarding the Amendment will be included in a Current Report on Form 8-K to be filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”).

About Vera Bradley, Inc.

Vera Bradley, based in Fort Wayne, Indiana, is a leading designer of women’s handbags, luggage and other travel items, fashion and home accessories, and unique gifts. Founded in 1982 by friends Barbara Bradley Baekgaard and Patricia R. Miller, the brand is known for its innovative designs, iconic patterns, and brilliant colors that inspire and connect women unlike any other brand in the global marketplace.

The Company has two reportable segments: Vera Bradley Direct (“VB Direct”) and Vera Bradley Indirect (“VB Indirect). The VB Direct business consists of sales of Vera Bradley products through Vera Bradley Full-Line and Outlet stores in the United States; Vera Bradley’s websites, www.verabradley.com, outlet.verabradley.com, and international.verabradley.com; and the Vera Bradley annual outlet sale in Fort Wayne, Indiana. The VB Indirect business consists of sales of Vera Bradley products to approximately 1,000 specialty retail locations throughout the United States, as well as select 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.

Website Information

We routinely post important information for investors on our website www.verabradley.com in the "Investor Relations" section. We intend to use this webpage as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investor Relations section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our webpage is not incorporated by reference into, and is not a part of, this document.

Investors and other interested parties may also access the Company’s most recent Corporate Responsibility and Sustainability Report outlining its ESG (Environmental, Social, and Governance) initiatives at https://verabradley.com/pages/corporate-responsibility.

Vera Bradley Safe Harbor Statement

Certain statements in this release are "forward-looking statements" made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect the Company's current expectations or beliefs concerning future events and are subject to various risks and uncertainties that may cause actual results to differ materially from those that we expected, including: possible adverse changes in general economic conditions and their impact on consumer confidence and spending; possible inability to predict and respond in a timely manner to changes in consumer demand; possible loss of key management or design associates or inability to attract and retain the talent required for our business; possible inability to maintain and enhance our brands; possible inability to successfully implement the Company’s long-term strategic plan; possible inability to successfully open new stores, close targeted stores, and/or operate current stores as planned; incremental tariffs or adverse changes in the cost of raw materials and labor used to manufacture our products; possible adverse effects resulting from a significant disruption in our distribution facilities; or business disruption caused by pandemics or other macro factors. More information on potential factors that could affect the Company’s financial results is included from time to time in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s public reports filed with the SEC, including the Company’s Form 10-K for the fiscal year ended January 31, 2026. We undertake no obligation to publicly update or revise any forward-looking statement. Financial schedules are attached to this release.

CONTACTS:

Investors:
Tom Filandro, Partner
ICR, Inc
[email protected]

Media:
[email protected]


Risks

  • Potential adverse impact on consumer demand due to general economic conditions or pandemics affecting retail and consumer discretionary sectors.
  • Challenges in maintaining brand strength and talent retention could affect long-term strategic execution in the apparel and accessories market.
  • Operational risks include disruptions in distribution, tariffs, and increased costs for raw materials and labor impacting manufacturing and retail margins.

More from Press Releases

Fiverr Announces First Quarter 2026 Results Apr 29, 2026 Nayax to Report 2026 Q1 Earnings on May 12, 2026 Apr 28, 2026 Xunlei Filed Its Annual Report on Form 20-F for Fiscal Year 2025 Apr 28, 2026 Mesoblast Achieves Patient Recruitment Target in Pivotal Phase 3 Trial for Chronic Low Back Pain Apr 28, 2026 Syntec Optics (Nasdaq: OPTX) Announces Pricing of $20 Million Underwritten Public Offering of Common Stock Apr 28, 2026