Vera Bradley Inc 2025年度报告

Washington, D.C. 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended January31, 2026OR For the Transition Period Fromto Commission File Number: 001-34918 VERA BRADLEY, INC. (Exact name of registrant as specified in its charter) (877) 708-8372(Registrant’s telephone number, including area code) Securities registered pursuant to Section12(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 Section13 or Section15(d) of theAct.Yes☐No☒ 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.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that theregistrant was required to submit such files).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule12b-2 of 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 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 theregistered 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 of theregistrant 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 of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ The aggregate market value of the registrant’s voting common stock held by non-affiliates of the registrant as of August2, 2025 was$39,554,468. The registrant had 27,965,338 shares of its common stock outstanding as of March20, 2026. DOCUMENT INCORPORATED BY REFERENCE: Portions of the registrant’s definitive proxy statement for the 2026 Annual Meeting of Shareholders are incorporated by reference intoPart III of this Annual Report on Form 10-K. Vera Bradley, Inc. intends to file such proxy statement with the Securities and ExchangeCommission pursuant to Regulation 14A not later than 120 days after its fiscal year ended January31, 2026. Forward-Looking Statements This annual 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 or currentfacts. 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 any discussion ofthe timing or nature of future operating or financial performance or other events. For example, all statements we make relating to ourestimated and projected earnings, revenues, costs, expenditures, cash flows, growth rates, and financial results, our plans and objectivesfor future operations, growth, initiatives, or strategies, or the expected outcome or impact of pending or threatened litigation are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materiallyfrom those that we expected, including: •po