Vera Bradley Inc 2025年季度报告

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the Quarterly Period EndedAugust2, 2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the Transition Period Fromto Commission File Number:001-34918 VERA BRADLEY, INC. (Exact name of registrant as specified in its charter) 27-2935063(I.R.S. EmployerIdentification No.) (State or other jurisdiction ofincorporation or organization) 12420 Stonebridge Road,Roanoke,Indiana(Address of principal executive offices) 46783(Zip Code) (877)708-8372(Registrant’s telephone number, including area code) None(Former name, former address and former fiscal year, if changed since last report)___________________________ Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90days.Yesx No¨ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, everyInteractive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes x No¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smallerreporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No xThe registrant had27,936,522shares of its common stock outstanding as of September3, 2025. TABLE OF CONTENTS PARTI. FINANCIAL INFORMATION Item1.Financial Statements (unaudited)Condensed Consolidated Balance Sheets as ofAugust 2, 2025 and August 3, 2024Condensed Consolidated Statements of Operations for the Thirteenand Twenty-SixWeeks EndedAugust 2,2025 and August 3, 2024Condensed Consolidated Statements of Comprehensive(Loss) Incomefor the Thirteenand Twenty-SixWeeks EndedAugust 2, 2025 and August 3, 2024Condensed Consolidated Statements of Shareholders' Equity for the Thirteenand Twenty-SixWeeks EndedAugust 2, 2025 and August 3, 2024Condensed Consolidated Statements of Cash Flows for theTwenty-SixWeeks EndedAugust 2, 2025 andAugust 3, 2024Notes to the Condensed Consolidated Financial StatementsItem2.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem3.Quantitative and Qualitative Disclosures About Market RiskItem4.Controls and ProceduresPARTII. OTHER INFORMATIONItem1.Legal ProceedingsItem1A.Risk FactorsItem 2.Unregistered Sales of Equity Securities and Use of ProceedsItem 5.Other InformationItem6.Exhibits 112736363737383839 FORWARD-LOOKING STATEMENTS This report contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements ofhistorical or current fact included in this report are forward-looking statements. Forward-looking statements include references to ourcurrent expectations and projections relating to our financial condition, results of operations, plans, objectives, strategies, futureperformance, and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical orcurrent 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 of similar meaning in connection with anydiscussion of the timing or nature of future operating or financial performance or other events. For example, all statements we makerelating to our estimated and projected earnings, revenues, costs, expenditures, cash flows, growth rates, and financial results, ourplans and objectives for future operations, growth, initiatives, or strategies, or the expected outcome or impact of pending orthreatened litigation are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that maycause actual results to differ materially from those that we expected, including: •possible inability to successfully implement our long-term strategic plans, as developed by the Strategy and TransformationBoard Committee;•possible declines in our comparabl