UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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 46, 2025 ~~(August 1, 2025)~~

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National Vision Holdings, Inc.

(Exact name of registrant as specified in its charter)

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001-38257

(Commission file number)

Delaware

46-4841717

~~46-4841717~~

(State or other jurisdiction ofincorporation)

(I.R.S. EmployerIdentification No.)

~~(IRS EmployerIdentification No.)~~

2435 Commerce Ave.

Building 2200

30096

~~30096~~

Duluth,

Georgia

(Zip Code)

Duluth, Georgia

(Zip Code)

(Address of principal executive offices)

(770) 822‑3600

(Registrant’s telephone number, including area code)

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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~~42)

☐ 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 52.02 ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On August 1 6, 2025, ~~the Board of Directors (the “Board”) of~~ National Vision Holdings, Inc. (~~NASDAQ: EYE) (~~“National Vision” ~~or the “Company”~~) ~~increased~~issued ~~the size of the Board by one director (to~~ a ~~total~~press ~~size~~release ofannouncing ~~eleven~~financial ~~directors).~~results ~~The~~for ~~vacancy created by such increase was filled by~~ the ~~appointment,~~quarter ~~effective~~ended asJune ~~of August 1~~28, 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.

A copy of the release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.

The information in this Current Report on Form 8-K, including exhibits, is being furnished to the Securities and Exchange Commission (the “SEC”) pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of National Vision’s filings with the SEC under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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.
99.1			National Vision Holdings, Inc. Press Release dated August 6, 2025.
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

Date: August 6, 2025

By:

/s/ Jared Brandman

Name:

Jared Brandman

Title:

Chief Legal & Strategy Officer, Corporate Secretary

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