---
schema_version: "secwatch.filing_event.v1"
accession: "0001628280-26-025831"
form_type: "8-K"
ticker: "VRA"
cik: "0001495320"
company_name: "Vera Bradley, Inc."
filed_at: "2026-04-17T23:59:59+00:00"
generated_at: "2026-05-15T05:30:55.223331+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Vera Bradley Terminates Shareholder Rights Plan Effective April 17, 2026

## Summary
- Board unanimously approved Amendment No. 2 accelerating the Rights Plan’s Final Expiration Date from October 11, 2026 to April 17, 2026.
- All rights previously distributed to common stockholders expired upon termination at close of business on April 17, 2026.
- Board concluded an active Rights Plan is no longer required to protect stockholder value based on current circumstances.
- Articles of Amendment to the Amended and Restated Articles of Incorporation were filed with the Indiana Secretary of State on April 17, 2026.
- Press release issued April 17, 2026 announcing the termination of the shareholder rights plan (Nasdaq: VRA).

## SEC filing metadata
- accession: 0001628280-26-025831
- form_type: 8-K
- ticker: VRA
- cik: 0001495320
- company_name: Vera Bradley, Inc.
- filed_at: 2026-04-17T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 3.03, 5.03, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1495320/000162828026025831/0001628280-26-025831-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1495320/000162828026025831/vra-20260417.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001628280-26-025831
- JSON: https://secwatch.observer/filing/0001628280-26-025831.json
- Plain text: https://secwatch.observer/filing/0001628280-26-025831.txt

## Key facts
- Equity Issuances
  Vera Bradley, Inc. issued common stock.
  - Security: common stock
  source text: Item 3.03 Material Modifications to Rights of Security Holders. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1495320/000162828026025831/0001628280-26-025831-index.htm
- Governance Changes
  Vera Bradley, Inc.: Filed Articles of Amendment to the Amended and Restated Articles of Incorporation in connection with termination of the Rights Agreement (effective 2026-04-17).
  - Change: charter amendment
  - Effective: 2026-04-17
  source text: In connection with the termination of the Rights Agreement, the Company has filed Articles of Amendment to the Amended and Restated Articles of Incorporation of the Company (the “Articles of Amendment”). The Articles of Amendment were filed with the Secretary of State of Indiana on April 17, 2026.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1495320/000162828026025831/0001628280-26-025831-index.htm
- Material Agreements
  Vera Bradley, Inc. amended Rights Agreement with Equiniti Trust Company, LLC (effective 2026-04-17).
  - Action: amendment
  - Counterparty: Equiniti Trust Company, LLC
  - Effective: 2026-04-17
  source text: On April 17, 2026, Vera Bradley, Inc. (the “Company”) and Equiniti Trust Company, LLC, as rights agent (the “Rights Agent”), executed Amendment No. 2 (the “Amendment”) to the Rights Agreement, dated as of October 11, 2024, by and between the Company and the Rights Agent, as amended by that certain Amendment No. 1 to the Rights Agreement, dated as of October 10, 2025 (as amended, the “Rights Agreement”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1495320/000162828026025831/0001628280-26-025831-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.