[8-K] National Vision Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

On August 1, 2025, National Vision Holdings, Inc. (NASDAQ: EYE) filed an 8-K announcing governance moves tied to its previously disclosed CEO succession plan. The Board expanded from ten to eleven seats and appointed Alex Wilkes—the CEO-elect designated in the April 29, 2025 filing—as a director, effective immediately. Current CEO Reade Fahs is expected to become Executive Chairman once Mr. Wilkes formally assumes the chief executive role; no change to the succession timetable was disclosed.

The filing contains no information on compensation, strategy, financial performance or outlook. Its sole purpose is to document the orderly leadership transition and ensure Mr. Wilkes participates in Board deliberations ahead of his promotion, reinforcing continuity and governance stability.

Positive

• Orderly CEO succession: appointment of incoming chief Alex Wilkes to the Board enhances continuity and governance clarity.
• Board size increased to 11 directors, potentially broadening expertise and oversight.

Negative

• Filing provides no financial, operational or strategic details, offering limited insight for investors.

Insights

Corporate Governance Expert

TL;DR Planned board expansion seats incoming CEO, signalling orderly transition; neutral to mildly positive for governance, no financial impact.

Adding the CEO-designate to the Board before he officially takes the helm is considered best practice: it aligns fiduciary responsibilities early, shortens learning curves and enhances strategic continuity. Because the expansion leaves independent-director ratio unchanged, shareholder influence is not diluted. However, absent financial or strategic disclosures, the event is largely procedural and unlikely to sway valuation near-term.

Portfolio Manager

TL;DR Leadership succession progressing as planned; market reaction should be minimal without earnings or guidance.

Investors had visibility on this transition since April, so today’s 8-K merely confirms execution. While stable governance is welcome, the stock’s risk-reward profile remains driven by traffic trends and margin pressures not addressed here. I view the news as operational housekeeping—important internally but not a catalyst for share price rerating.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________________

FORM 8-K

_______________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 4, 2025 (August 1, 2025)

_______________________________________________________________________

National Vision Holdings, Inc.

(Exact name of registrant as specified in its charter)

_______________________________________________________________________

001-38257

(Commission file number)

Delaware

46-4841717

(State or other jurisdiction of incorporation)

(IRS Employer Identification No.)

2435 Commerce Ave.

Building 2200

30096

Duluth,

Georgia

(Zip Code)

(Address of principal executive offices)

(770) 822‑3600

(Registrant’s telephone number, including area code)

_______________________________________________________________________

Check the appropriate box below if the Form 8−K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

EYE

Nasdaq

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 1, 2025, the Board of Directors (the “Board”) of National Vision Holdings, Inc. (NASDAQ: EYE) (“National Vision” or the “Company”) increased the size of the Board by one director (to a total size of eleven directors). The vacancy created by such increase was filled by the appointment, effective as of August 1, 2025, of Alex Wilkes to the Board, in accordance with the Company’s CEO succession plan. Such succession plan was previously announced in the Company’s Current Report on Form 8-K filed on April 29, 2025, and includes Reade Fahs becoming Executive Chairman and Mr. Wilkes succeeding Mr. Fahs as CEO.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description
104			Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

National Vision Holdings, Inc.

Date: August 4, 2025

By:

/s/ Jared Brandman

Name:

Jared Brandman

Title:

Chief Legal & Strategy Officer, Corporate Secretary

FAQ

What did National Vision (EYE) announce in its August 1, 2025 Form 8-K?

The company expanded its Board to 11 directors and appointed CEO-elect Alex Wilkes to fill the new seat.

Who is Alex Wilkes and what is his new role at National Vision?

Alex Wilkes is the designated successor to CEO Reade Fahs and was appointed as a director effective August 1, 2025.

How many directors now serve on National Vision's Board?

The Board now comprises 11 directors following the expansion.

What will happen to current CEO Reade Fahs?

Reade Fahs is expected to transition to Executive Chairman when the succession plan takes effect.

Did the 8-K include any financial results or guidance?

No; the filing focused solely on the Board appointment and contained no financial metrics or outlook.