Dely Mark C 4

What Happened

• Mark C. Dely, Chief Administrative Officer of Vera Bradley (VRA), received a performance share award of 9,110 shares that were settled in common stock on 2026-06-08. To satisfy tax withholding on the vesting, 1,008 shares and 2,911 shares were surrendered (disposed) at $3.08 per share, generating $3,105 and $8,966 respectively. The transaction resulted in a net increase of 5,191 shares held by Dely (9,110 awarded − 3,919 withheld).
• This was an award settlement (not an open-market purchase) with routine share withholding for taxes, rather than a directional "buy" or "sell" trade by the insider.

Key Details

• Transaction date: 2026-06-08; Form 4 filed: 2026-06-10 (appears timely under standard Form 4 rules).
• Award: 9,110 shares granted/settled (code A), recorded at $0.00 (performance share award).
• Withheld/disposed: 1,008 shares @ $3.08 = $3,105 (code F); 2,911 shares @ $3.08 = $8,966 (code F). Total withheld proceeds ≈ $12,071.
• Net change: +5,191 shares (9,110 received − 3,919 withheld).
• Shares owned after the transaction: not specified in this filing.
• Footnotes: F1 = shares withheld to satisfy tax withholding on vesting; F2 = earned performance share award settled in common stock.

Context

• This was a settlement of a performance stock award with shares withheld to cover taxes (a common, administrative action), not a market sale or purchase intended to express sentiment. For retail investors, award settlements typically reflect compensation vesting rather than insider buying or selling decisions.