Vera Bradley, Inc. 8-K

What Happened
Vera Bradley, Inc. announced on April 17, 2026 that it executed Amendment No. 2 to its Rights Agreement with Equiniti Trust Company, LLC (the rights agent) to accelerate the agreement’s expiration. The amendment sets the “Final Expiration Date” as April 17, 2026, and at termination all rights previously distributed to holders of Vera Bradley common stock will expire. The company said its Board of Directors determined the active Rights Agreement is no longer needed to protect stockholder value. A press release announcing the amendment and termination was issued April 17, 2026.

Key Details

• Amendment No. 2 executed with Equiniti Trust Company, LLC on April 17, 2026; Final Expiration Date set to April 17, 2026.
• All previously distributed rights under the Rights Agreement will expire upon termination.
• The Rights Agreement was originally dated October 11, 2024 and previously amended on October 10, 2025 (Amendment No. 1).
• The company filed Articles of Amendment to its Amended and Restated Articles of Incorporation dated April 17, 2026 and issued a press release (Exhibit 99.1).

Why It Matters
For investors, the filing means the company’s shareholder rights plan (often called a “rights agreement” or “poison pill”) has been ended and the protective rights issued to shareholders will no longer exist. The Board explicitly concluded the rights plan is no longer necessary to protect stockholder value. This is a governance change that affects the company’s takeover-defense posture and the status of any shareholder rights previously in place.