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

Vince Holding Corp.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

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:

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

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 March 12, 2025, John Szczepanski, Chief Financial Officer of Vince Holding Corp. (the “Company”) notified the Company’s Board of Directors (the “Board”) of his decision to resign from his positions to pursue another opportunity, effective March 28, 2025. Mr. Szczepanski’s decision to resign is not related to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

The Board has appointed Yuji Okumura as Interim Chief Financial Officer, effective March 28, 2025, until a permanent Chief Financial Officer is appointed. Mr. Okumura, age 41, joined the Company in 2018 as its Director of Financial Reporting and has served as Vice President, Controller of the Company since 2020. Prior to joining the Company, Mr. Okumura worked for 11 years in public accounting at KPMG US.

Concurrently with his appointment, Mr. Okumura entered into an employment letter with the Company, which provides for the following compensation for Mr. Okumura: (i) a base salary of $375,000; (ii) annual cash bonus opportunity at target of 60% of base salary, provided predetermined performance metrics are met; and (iii) a grant of 5,000 restricted stock units on March 28, 2025, vesting ratably over four years on the first, second, third and fourth anniversary of the grant date. If Mr. Okumura’s employment is terminated by the Company without “cause” (as such term is defined in the Company’s Amended and Restated 2023 Omnibus Incentive Plan), Mr. Okumura will be eligible to receive severance benefits equivalent to his then current base rate of pay for twelve (12) months, subject to a satisfactory release by him.

There are no family relationships between Mr. Okumura and any director, executive officer or nominees thereof of the Company. There are no related party transactions between the Company and Mr. Okumura that would require disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.