National Vision (EYE) Form 4: Naomi Kelman Granted 7,392 RSUs

Rhea-AI Filing Summary

National Vision Holdings (EYE) – Form 4 filing overview: On 06/18/2025, independent director Naomi Kelman received an equity award of 7,392 restricted stock units (RSUs), each convertible into one share of common stock. The RSUs were granted at $0 cost and will vest in full on the first anniversary of the grant date, subject to continued service. Following the award, Kelman’s total direct beneficial ownership increased to 41,041 shares.

No shares were sold and no cash was exchanged, indicating the transaction is a routine annual equity grant designed to align director incentives with shareholder interests. No derivative positions or additional transactions were reported.

Positive

• 7,392 RSUs granted to director Naomi Kelman increase insider equity stake to 41,041 shares, modestly enhancing management–shareholder alignment.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine director RSU grant; minimal market impact.

The 7,392-share RSU award to Director Kelman represents roughly 0.01% of EYE’s 79 million share float—too small to influence supply-demand dynamics. Because the grant is contingent and cost-free, it does not signal insider sentiment such as active buying. Nonetheless, the award modestly strengthens long-term incentive alignment. I view the filing as neutral for valuation or liquidity considerations.

Corporate Governance Expert

TL;DR: Standard annual equity compensation; supports alignment.

Annual RSU grants to non-employee directors are common in S&P 600 governance practices. Vesting after one year encourages at least a short holding period and helps satisfy ownership guidelines. No red flags—no accelerated vesting, no options backdating, and the grant size is consistent with peer medians. Impact on governance risk profile is neutral to slightly positive.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Kelman Naomi

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	7,392	$0.00	--

Holdings After Transaction: Common Stock — 41,041 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kelman Naomi

(Last) (First) (Middle)

2435 COMMERCE AVENUE, BLDG 2200

BUILDING 2200

(Street)

DULUTH 2Q 30096

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
National Vision Holdings, Inc. [ EYE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/18/2025		A		7,392(1)	A	$0	41,041	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of National Vision Holdings, Inc. common stock. The RSUs vest in full on the first anniversary of the date of grant.

Remarks:

	/s/ Jared Brandman, as Attorney-in-Fact	06/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many National Vision (EYE) shares did Director Naomi Kelman acquire?

She received 7,392 restricted stock units, each convertible into one common share.

Was any cash paid for the RSU grant reported in the Form 4?

No. The RSUs were granted at $0 cost; they are part of routine director compensation.

When will the RSUs granted to Naomi Kelman vest?

The RSUs vest in full on the first anniversary of the 06/18/2025 grant date.

What is Naomi Kelman’s total beneficial ownership after this transaction?

After the grant, she directly owns 41,041 EYE shares.

Does this Form 4 filing indicate insider selling at National Vision?

No. The filing reflects an equity award; there were no shares sold or disposed of.