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Vera Bradley, Inc.

For the period ended Aug 1, 2026. Filed Sep 15, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Aug 1, 2026 · Filed Sep 15, 2026

VRA$7.05+1.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-05-02; filed 2026-06-11.

0001628280-26-042444

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

Current report: 10-Q

Period ended 2026-08-01; filed 2026-09-15.

0001628280-26-062019

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 97 previous paragraphs and 114 current paragraphs.

70 unchanged; 16 reworded; 26 added; 9 removed; 2 previous and 2 current paragraphs rearranged.

Tables are not compared: 4 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (26)

Current report

For the thirteen weeks ended August 1, 2026, net revenues increased $0.8 million, or 1.1%, to $71.6 million, from $70.9 million in the comparable prior-year period.

Current report

Indirect. For the thirteen weeks ended August 1, 2026, net revenues in the Indirect segment decreased $4.1 million, or 39.4%, to $6.3 million, from $10.3 million in the comparable prior-year period. The decrease was primarily due to strategic shift and timing related to our marketplace strategy.

Current report

For the thirteen weeks ended August 1, 2026, gross profit increased $7.3 million, or 20.6%, to $42.8 million, from $35.5 million in the comparable prior-year period. As a percentage of net revenues, gross profit increased to 59.8% for the thirteen weeks ended August 1, 2026, from 50.1% in the comparable prior-year period. The year-over-year margin rate improvement was primarily driven by tariff refunds of $7.7 million partially offset by margin pressure to sell through Project Restoration product.

Current report

For the thirteen weeks ended August 1, 2026, SG&A expenses decreased $1.7 million, or 4.2%, to $38.7 million, from $40.4 million in the comparable prior-year period. As a percentage of net revenues, SG&A expenses decreased to 54.1% for the thirteen weeks ended August 1, 2026, from 57.1% in the comparable prior-year period. For the thirteen weeks ended August 1, 2026, consolidated SG&A expenses decreased primarily due to a $4.0 million reduction in advertising costs driven by cost optimization efforts, including the reduction and phasing of advertising spend. This decrease was partially offset by $1.1 million in higher employee-related costs, primarily reflecting increased variable compensation, net of lower severance costs, as well as $0.7 million in higher professional fees and $0.5 million in other expenses.

Current report

For the thirteen weeks ended August 1, 2026, operating income from continuing operations increased $8.8 million, or 191.0%, to $4.2 million, from a loss of $(4.6) million in the comparable prior-year period. As a percentage of net revenues, operating income (loss) from continuing operations was 5.8% and (6.5)% for the thirteen weeks ended August 1, 2026 and August 2, 2025, respectively. Operating income from continuing operations increased due to the factors described above.

Current report

Direct. For the thirteen weeks ended August 1, 2026, operating income in the Direct segment increased $7.3 million, or 78.7%, to $16.7 million, from $9.3 million in the comparable prior-year period. As a percentage of Direct segment net revenues, operating income in the Direct segment was 25.5% and 15.4% for the thirteen weeks ended August 1, 2026 and August 2, 2025, respectively. The increase in operating income as a percentage of Direct segment net revenues was primarily due to the tariff refund discussed earlier, as well as improved SG&A expense leverage.

Current report

Indirect. For the thirteen weeks ended August 1, 2026, operating income in the Indirect segment increased $0.8 million, or 36.0%, to $3.0 million from $2.2 million in the comparable prior-year period. As a percentage of Indirect segment net revenues, operating income in the Indirect segment was 47.5% and 21.2% for the thirteen weeks ended August 1, 2026 and August 2, 2025, respectively. The increase in operating income as a percentage of Indirect segment net revenues was primarily due to the tariff refund previously discussed, which partially offset the impact of the sales decline, as well as lower overall SG&A expenses in the segment.

Current report

Unallocated. For the thirteen weeks ended August 1, 2026, unallocated expenses decreased $0.6 million, or 4.0%, to $15.5 million from $16.1 million in the comparable prior-year period. The decrease in unallocated expenses was primarily due to a $1.9 million reduction in advertising costs driven by cost optimization efforts, including the reduction and phasing of advertising spend throughout the year. This decrease was partially offset by $0.4 million in higher employee-related costs, primarily reflecting increased variable compensation, net of lower severance costs, and $0.9 million in other expenses, net of other income.

Current report

For the thirteen weeks ended August 1, 2026, interest income increased $0.3 million, to $0.2 million from $(0.1) million in the comparable prior-year period.

Current report

For the thirteen weeks ended August 1, 2026, net income (loss) from continuing operations was $4.5 million, a $9.2 million increase from $(4.7) million in the comparable prior-year period due to the factors described above.

Current report

Twenty-Six Weeks Ended August 1, 2026, Compared to Twenty-Six Weeks Ended August 2, 2025

Current report

For the twenty-six weeks ended August 1, 2026, net revenues increased $4.8 million, or 4.0%, to $127.4 million, from $122.5 million in the comparable prior-year period.

Current report

Indirect. For the twenty-six weeks ended August 1, 2026, net revenues in the Indirect segment decreased $1.8 million, or 9.5%, to $17.1 million, from $18.9 million in the comparable prior-year period. The decrease was primarily due to strategic shift and timing related to our marketplace strategy.

Current report

For the twenty-six weeks ended August 1, 2026, other income, net increased $0.3 million to $0.8 million, from $0.5 million in the comparable prior-year period. The increase in net other income was primarily due to an insurance settlement in the current year.

Current report

Direct. For the twenty-six weeks ended August 1, 2026, operating income in the Direct segment increased $16.0 million, or 420.9%, to $19.8 million, from $3.8 million in the comparable prior-year period. As a percentage of Direct segment net revenues, operating income in the Direct segment was 18.0% and 3.7% for the twenty-six weeks ended August 1, 2026 and

Current report

August 2, 2025, respectively. The increase in operating income as a percentage of Direct segment net revenues was primarily due to the tariff refund discussed earlier, as well as improved SG&A expense leverage.

Current report

For the twenty-six weeks ended August 1, 2026, interest income increased $0.3 million, to $0.2 million from $(0.1) million in the comparable prior-year period.
Removed paragraphs (9)

Previous report

For the thirteen weeks ended May 2, 2026, net revenues increased $4.0 million, or 7.8%, to $55.7 million, from $51.7 million in the comparable prior-year period.

Previous report

Indirect. For the thirteen weeks ended May 2, 2026, net revenues in the Indirect segment increased $2.3 million, or 26.6%, to $10.8 million, from $8.6 million in the comparable prior-year period. The increase was primarily due to improvement in specialty and department stores, while cut-to-order sales enabled continued growth across key accounts.

Previous report

Direct. For the thirteen weeks ended May 2, 2026, operating income in the Direct segment increased $8.6 million, or 156.1%, to $3.1 million, from an operating loss of $(5.5) million in the comparable prior-year period. As a percentage of Direct segment net revenues, operating income (loss) in the Direct segment was 6.9% and (12.8)% for the thirteen weeks ended May 2, 2026 and May 3, 2025, respectively. The increase in operating income as a percentage of Direct segment net revenues was primarily due to an increase in gross margin as a percentage of net revenues as described above, expense reductions of $1.6 million in advertising costs and $1.1 million in building expenses resulting from store closures and favorable lease negotiations, the absence of $1.0 million of property, plant, and equipment impairment charges recognized in the prior-year period, as well as improved leverage of SG&A expenses.

Previous report

For the thirteen weeks ended May 2, 2026, interest expense increased $0.1 million, to $(0.1) million from interest income of $4.0 thousand in the comparable prior-year period.
Reworded paragraphs (16)

Previous wording

The following discussion summarizes the significant factors affecting the condensed consolidated operating results, financial condition, liquidity, and cash flows of the Company as of and for the thirteen weeks ended May 2, 2026 and May 3, 2025. The following discussion should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended January 31, 2026, and our unaudited condensed consolidated financial statements and the related notes included in Item 1 of this Quarterly Report. The results of operations for the thirteen weeks ended May 2, 2026, are not necessarily indicative of the results to be expected for the full fiscal year.

Current wording

The following discussion summarizes the significant factors affecting the condensed consolidated operating results, financial condition, liquidity, and cash flows of the Company as of and for the thirteen and twenty-six weeks ended August 1, 2026 and August 2, 2025. The following discussion should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended January 31, 2026, and our unaudited condensed consolidated financial statements and the related notes included in Item 1 of this Quarterly Report. The results of operations for the thirteen and twenty-six weeks ended August 1, 2026, are not necessarily indicative of the results to be expected for the full fiscal year.

Previous wording

In June 2025, the Company announced the departure of its former Chief Executive Officer (“CEO”), Jacqueline Ardrey. In March 2026, Board member Ian Bickley was appointed permanent CEO and Executive Chairman after serving as our Interim CEO since July 2025. Martin Layding was named Chief Financial Officer in June 2025 and was promoted to also serve as the Chief Operating Officer in March 2026.

Current wording

In June 2025, the Company announced the departure of its former Chief Executive Officer (“CEO”), Jacqueline Ardrey. In March 2026, Board member Ian Bickley was appointed permanent Chairman and Chief Executive Officer after serving as our Interim CEO since July 2025. Martin Layding was named Chief Financial Officer in June 2025 and was promoted to also serve as the Chief Operating Officer in March 2026.

Previous wording

For the thirteen weeks ended May 2, 2026, net other income increased $0.4 million to $0.6 million, from $0.2 million in the comparable prior-year period. The increase in net other income was primarily due to income from the TSA resulting from the sale of Creative Genius.

Current wording

For the thirteen weeks ended August 1, 2026, net other income decreased $0.3 million to $0.1 million, from $0.4 million in the comparable prior-year period. The decrease in net other income was primarily due to prior-year income from the TSA resulting from the sale of Creative Genius.

Previous wording

The effective tax rate for the thirteen weeks ended May 2, 2026, was (2.4)%, compared to (2.3)% for the thirteen weeks ended May 3, 2025. See Note 7 "Income Taxes" of the Notes to the Condensed Consolidated Financial Statements for additional information about the Company's interim provision for income taxes.

Current wording

The effective tax rate for the thirteen weeks ended August 1, 2026, was (2.1)%, compared to 0.4% for the thirteen weeks ended August 2, 2025. See Note 7 "Income Taxes" of the Notes to the Condensed Consolidated Financial Statements for additional information about the Company's interim provision for income taxes.

Previous wording

Direct. For the thirteen weeks ended May 2, 2026, net revenues in the Direct segment increased $1.8 million, or 4.1%, to $44.9 million, from $43.1 million in the comparable prior-year period. Vera Bradley comparable sales increased 13.4%, which includes an 11.6% increase in comparable store sales as well as an increase in e-commerce sales of 15.5%. In addition, non- comparable revenue decreased $3.5 million, primarily attributable to not hosting the Vera Bradley annual outlet sale in the current year period. The increase in comparable sales and comparable store sales was primarily due to improved e-commerce conversion and average ticket price, as well as increased traffic in outlet and full-line stores.

Current wording

Direct. For the twenty-six weeks ended August 1, 2026, net revenues in the Direct segment increased $6.6 million, or 6.4%, to $110.2 million, from $103.6 million in the comparable prior-year period. Vera Bradley comparable sales increased 10.9%, which includes a 6.9% increase in comparable store sales as well as an increase in e-commerce sales of 15.9%. In addition, non-comparable revenue decreased $4.1 million, primarily attributable to not hosting the Vera Bradley annual outlet sale in the current year period. The increase in net revenues was primarily driven by strong e-commerce performance, including favorable customer response to our IP collections featuring Disney characters, Peanuts, and other licensed collections.

Previous wording

For the thirteen weeks ended May 2, 2026, gross profit increased $6.0 million, or 26.6%, to $28.8 million, from $22.8 million in the comparable prior-year period. As a percentage of net revenues, gross profit increased to 51.8% for the thirteen weeks ended May 2, 2026, from 44.1% in the comparable prior-year period. The year over year margin rate improvement was driven by favorable sales mix and lower freight and duty costs in the current year period, as well as reduction in costs related to inventory write-offs associated with the sale of Pura Vida, purchase order cancellation fees, and professional fees in the prior-year period.

Current wording

For the twenty-six weeks ended August 1, 2026, gross profit increased $13.4 million, or 23.0%, to $71.6 million, from $58.3 million in the comparable prior-year period. As a percentage of net revenues, gross profit increased to 56.3% for the twenty-six weeks ended August 1, 2026, from 47.6% in the comparable prior-year period. The year-over-year margin rate improvement was driven by $7.7 million of favorable tariff impact, favorable sales mix and lower freight and duty costs in the current year period, as well as reduction in costs related to inventory write-offs associated with the sale of Pura Vida, purchase order cancellation fees, and professional fees from the prior-year period.

Previous wording

For the thirteen weeks ended May 2, 2026, SG&A expenses decreased $6.7 million, or 16.4%, to $34.1 million, from $40.8 million in the comparable prior-year period. As a percentage of net revenues, SG&A expenses decreased to 61.3% for the thirteen weeks ended May 2, 2026, from 79.0% in the comparable prior-year period. For the thirteen weeks ended May 2, 2026, consolidated SG&A expenses decreased primarily due to a $2.9 million reduction in advertising costs, driven by cost optimization efforts including reduction and phasing of advertising spend throughout the year; a $1.3 million reduction in building expenses resulting from store closures and favorable lease negotiations; $1.0 property, plant, & equipment charges in the prior-year period that did not recur in the current year period; a $0.7 million reduction in employee-related costs, including reduced headcount, partially offset by an increase in variable compensation; a $0.3 million reduction in professional fees; and a $0.5 million reduction in net other expenses.

Current wording

For the twenty-six weeks ended August 1, 2026, SG&A expenses decreased $8.4 million, or 10.3%, to $72.9 million, from $81.2 million in the comparable prior-year period. As a percentage of net revenues, SG&A expenses decreased to 57.2% for the twenty-six weeks ended August 1, 2026, from 66.3% in the comparable prior-year period. For the twenty-six weeks ended August 1, 2026, consolidated SG&A expenses decreased primarily due to a $6.8 million reduction in advertising costs driven by cost optimization efforts, including the reduction and phasing of advertising spend throughout the year, a $1.0 million impairment charge in the prior-year, and $0.8 million in lower other expenses, partially offset by $0.2 million in higher employee-related costs.

Previous wording

For the thirteen weeks ended May 2, 2026, operating loss from continuing operations decreased $13.3 million, or 74.0%, to $(4.6) million, from $(17.9) million in the comparable prior-year period. As a percentage of net revenues, operating loss from continuing operations was (8.3)% and (34.6)% for the thirteen weeks ended May 2, 2026 and May 3, 2025, respectively. Operating loss from continuing operations decreased due to the factors described above.

Current wording

For the twenty-six weeks ended August 1, 2026, operating loss from continuing operations decreased $22.0 million, or 97.9%, to $(0.5) million, from $(22.4) million in the comparable prior-year period. As a percentage of net revenues, operating loss from continuing operations was (0.3)% and (18.3)% for the twenty-six weeks ended August 1, 2026 and August 2, 2025, respectively. Operating loss from continuing operations decreased due to the factors described above.

Previous wording

Indirect. For the thirteen weeks ended May 2, 2026, operating income in the Indirect segment increased $2.0 million, or 102.5%, to $4.0 million from $2.0 million in the comparable prior-year period. As a percentage of Indirect segment net revenues, operating income in the Indirect segment was 37.0% and 23.1% for the thirteen weeks ended May 2, 2026 and May 3, 2025, respectively. The increase in operating income as a percentage of Indirect segment net revenues was due to an increase in gross margin as a percentage of net revenues as well as improved leverage of SG&A expenses.

Current wording

Indirect. For the twenty-six weeks ended August 1, 2026, operating income in the Indirect segment increased $2.8 million, or 67.6%, to $7.0 million from $4.2 million in the comparable prior-year period. As a percentage of Indirect segment net revenues, operating income in the Indirect segment was 40.8% and 22.0% for the twenty-six weeks ended August 1, 2026 and August 2, 2025, respectively. The increase in operating income as a percentage of Indirect segment net revenues was due to the tariff refund previously discussed, which partially offset the impact of the sales decline, as well as lower overall SG&A expenses in the segment.

Previous wording

Unallocated. For the thirteen weeks ended May 2, 2026, unallocated expenses decreased $2.5 million, or 17.7%, to $11.8 million from $14.3 million in the comparable prior-year period. The decrease in unallocated expenses was primarily due to a $1.0 million decrease in advertising expenses, a $0.5 million reduction in professional fees, and a $0.4 million reduction in employee-related costs, partially offset by a $0.6 million increase in net other expenses.

Current wording

Unallocated. For the twenty-six weeks ended August 1, 2026, unallocated expenses decreased $3.2 million, or 10.4%, to $27.2 million from $30.4 million in the comparable prior-year period. The decrease in unallocated expenses was primarily due to a $2.8 million reduction in advertising costs driven by cost optimization efforts, including the reduction and phasing of advertising spend throughout the year, and $0.5 million in lower other expenses, net of other income, partially offset by $0.1 million in higher employee-related costs.

Previous wording

For the thirteen weeks ended May 2, 2026, there was a net loss from continuing operations of $(4.8) million, a $13.5 million decrease, from $(18.3) million in the comparable prior-year period due to the factors described above.

Current wording

For the twenty-six weeks ended August 1, 2026, there was a net loss from continuing operations of $(0.3) million, a $22.6 million decrease, from $(23.0) million in the comparable prior-year period due to the factors described above.

Previous wording

Net cash used in operating activities consists primarily of net loss adjusted for non-cash items, including depreciation, amortization, impairment charges, deferred taxes, and stock-based compensation; and the effect of changes in assets and liabilities.

Current wording

Net cash provided by (used in) operating activities consists primarily of net income (loss) adjusted for non-cash items, including depreciation, amortization, impairment charges, deferred taxes, stock-based compensation and the loss on sale of business; and the effect of changes in assets and liabilities.

Previous wording

Net cash used in operating activities for the thirteen weeks ended May 2, 2026 was $5.3 million, compared to $17.9 million for the thirteen weeks ended May 3, 2025. The decrease in cash used in operating activities was primarily attributable to a net loss of $(4.8) million, a $28.6 million improvement, from the comparable prior-year period, net of the $15.2 million loss on sale of business recognized in the prior-year period. Operating cash flows also benefited from continued inventory management initiatives, which resulted in a $2.9 million source of cash from inventories during the current year period compared to a $7.4 million use of cash in the prior-year period. These favorable impacts were partially offset by changes in accounts payable and accrued liabilities, which represented a $5.2 million net use of cash in the current year period, primarily attributable to the timing of payments at the end of fiscal 2026.

Current wording

Net cash provided by (used in) operating activities for the twenty-six weeks ended August 1, 2026 was $17.7 million, compared to $(23.3) million for the twenty-six weeks ended August 2, 2025. The increase in cash provided by operating activities was primarily attributable to a net loss of $(0.3) million, a $22.6 million improvement in net loss compared to the prior-year period, excluding the $15.2 million loss on the sale of a business recognized in the prior-year period. Operating cash flows also benefited from continued inventory management initiatives, which resulted in a $6.7 million source of cash from inventories during the current year period compared to a $4.9 million use of cash in the prior-year period and cash collected in payment of accounts receivable which resulted in a $4.3 million source of cash during the current year period compared to a $4.0 million use of cash in the prior-year period. These favorable impacts were partially offset by changes in cash paid for accounts payable which resulted in a $1.7 million use of cash during the current year period compared to a $2.8 million use of cash in the prior-year period.

Previous wording

Net cash used in investing activities was $0.3 million for the thirteen weeks ended May 2, 2026, compared to $1.0 million for the thirteen weeks ended May 3, 2025. The decrease in cash used in investing activities was primarily attributable to a decrease in property, plant, and equipment spending of $1.6 million in the current year period, partially offset by $0.9 million proceeds from the sale of Pura Vida recognized in the prior-year period.

Current wording

Net cash used in investing activities was $1.0 million for the twenty-six weeks ended August 1, 2026, compared to $1.6 million for the twenty-six weeks ended August 2, 2025. The decrease in cash used in investing activities was primarily attributable to a decrease in property, plant, and equipment spending of $1.6 million in the current year period, partially offset by $1.0 million proceeds from the sale of Pura Vida recognized in the prior-year period.

Previous wording

Net cash used in financing activities was $0.4 million for the thirteen weeks ended May 2, 2026, compared to $0.2 million for the thirteen weeks ended May 3, 2025. The increase in cash used in financing activities was primarily attributable to higher tax withholding payments related to equity compensation.

Current wording

Net cash used in financing activities was $0.9 million for the twenty-six weeks ended August 1, 2026, compared to net cash provided by financing activities of $9.8 million for the twenty-six weeks ended August 2, 2025. The decrease in cash (used in) provided by financing activities was primarily attributable to a $10 million ABL draw in the prior-year.

Previous wording

As of May 2, 2026 and January 31, 2026, the Company had no borrowings outstanding and availability of $68.0 million and $58.6 million, respectively, under the Credit Agreement, subject to the borrowing base provisions of the facility.

Current wording

As of August 1, 2026 and January 31, 2026, the Company had no borrowings outstanding and availability of $54.3 million and $58.6 million, respectively, under the Credit Agreement, subject to the borrowing base provisions of the facility.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

Direct. For the thirteen weeks ended August 1, 2026, net revenues in the Direct segment increased $4.9 million, or 8.0%, to $65.4 million, from $60.5 million in the comparable prior-year period. Vera Bradley comparable sales increased 9.2%, which includes a 4.1% increase in comparable store sales as well as an increase in e-commerce sales of 16.2%.

Current report — wording carried from elsewhere

The effective tax rate for the twenty-six weeks ended August 1, 2026, was (6.2)%, compared to (1.7)% for the twenty-six weeks ended August 2, 2025. See Note 7 "Income Taxes" of the Notes to the Condensed Consolidated Financial Statements for additional information about the Company's interim provision for income taxes.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

Net Cash Used in Operating Activities

Previous report — wording carried elsewhere

Net Cash Used in Financing Activities