Vera Bradley Inc 2024年度报告

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the Fiscal Year Ended February 1, 2025OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934For the Transition Period FromtoCommission File Number: 001-34918_____________________________________________ VERA BRADLEY, INC. (Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theAct.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to such filing requirements for the past 90 days.Yesx No¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for suchshorter period that the registrant was required to submit such files).Yes x No¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, asmaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of theExchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements ofthe registrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct).Yes☐No☒ The aggregate market value of the registrant’s voting common stock held by non-affiliates of the registrant as of August 3,2024 was $129,964,153. The registrant had 27,700,900 shares of its common stock outstanding as of March 21, 2025. DOCUMENT INCORPORATED BY REFERENCE: Portions of the registrant’s definitive proxy statement for the 2025 Annual Meeting of Shareholders are incorporated byreference into Part III of this Annual Report on Form 10-K. Vera Bradley, Inc. intends to file such proxy statement with theSecurities and Exchange Commission pursuant to Regulation 14A not later than 120 days after its fiscal year ended February 1,2025. Forward-Looking Statements This annual report contains forward-looking statements that are subject to risks and uncertainties. All statements other thanstatements of historical or current fact included in this report are forward-looking statements. Forward-looking statementsinclude references to our current expectations and projections relating to our financial condition, results of operations, plans,objectives, strategies, future performance, and business. You can identify forward-looking statements by the fact that they donot relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,”“project,” “plan,” “intend,” “believe,” “may,” “might,” “will,” “should,” “can have,” and “likely” and other words and terms ofsimilar meaning in connection with any discussion of the timing or nature of future operating or financial performance or otherevents. For example, all statements we make relating to our estimated and projected earnings, revenues, costs, expenditures,cash flows, growth rates, and financial results, our plans and objectives for future operations, growth, initiatives, or strategies,or the expected outcome or impact of pending or threatened litigation are forward-looking statements. All forward-lookingstatements are subject to risks and uncertainties that may c