[Form 4] National Vision Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

National Vision Holdings, Inc. (EYE) insider reporting: The filing discloses that Priti V. Patel, a General Manager and officer, had 1,502 restricted stock units vest on 10/03/2025, which converted one-for-one into 1,502 shares of common stock. The filing shows tax withholding of 538 shares to satisfy taxes at a withholding price of $28.87, leaving 13,869 shares beneficially owned after the transaction. Total restricted stock units originally granted were 4,506 on 10/03/2022, vesting in three equal installments beginning one year after grant.

The Form 4 was signed by an attorney-in-fact on 10/06/2025

Positive

• Equity incentives vesting demonstrates retention alignment for management
• Tax withholding via share withholding reduces immediate cash outflow and administrative burden

Negative

• Incremental share issuance from 1,502 vested RSUs causes modest dilution to shareholders

Insights

Corporate Governance Analyst

Routine executive vesting; indicates standard equity compensation practice.

The transaction reports the vesting and conversion of 1,502 restricted stock units into common shares on 10/03/2025, with 538 shares withheld for taxes at $28.87. This pattern aligns with time-based equity awards that vest in scheduled installments and are commonly used to retain employees and align interests with shareholders.

Primary dependencies include the remaining unvested portion of the 4,506 RSU grant from 10/03/2022. Watch upcoming vesting anniversaries for further share issuance or withholding events within the next 12 months.

Compensation & Dilution Specialist

The share conversion and withholding have a modest, localized dilution effect.

The conversion of 1,502 RSUs into common stock increases outstanding shares by that amount before withholding; the net new shares distributed to the reporting person are 964 shares (1,502 vested minus 538 withheld). Given the modest absolute share counts, the near-term dilution impact on outstanding equity is minor.

Monitor the schedule from the original 10/03/2022 grant for the remaining two vesting installments; future vesting events will similarly create small, predictable dilution when they occur.

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
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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^*

Patel Priti V

(Last) (First) (Middle)

2435 COMMERCE AVENUE, BLDG 2200

(Street)

DULUTH GA 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2025

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	10/03/2025		M		1,502	A	(1)	14,407	D
Common Stock	10/03/2025		F		538(2)	D	$28.87	13,869	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
Restricted Stock Units	(1)	10/03/2025		M			1,502	(3)	(3)	Common Stock	1,502	$0	34,388	D

Explanation of Responses:

1. Restricted stock units convert into common stock on a one-for-one basis.

2. Reflects payment of tax liability by withholding securities incident to vesting of restricted stock units.

3. On October 3, 2022, the reporting person was granted 4,506 restricted stock units, vesting on three equal installments beginning on the first anniversary of the grant date.

Remarks:

	/s/ Jared Brandman as Attorney-in-Fact	10/06/2025
	** 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.
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FAQ

What did the Form 4 for EYE report on 10/03/2025?

The Form 4 reports that Priti V. Patel had 1,502 restricted stock units vest on 10/03/2025, which converted into 1,502 shares, with 538 shares withheld for taxes at $28.87.

How many RSUs were originally granted to the reporting person?

The reporting person received 4,506 restricted stock units on 10/03/2022, vesting in three equal annual installments beginning one year after grant.

How many shares does the reporting person beneficially own after the transaction?

After the reported transactions, the filing shows 13,869 shares beneficially owned.

What was the withholding method and price for taxes?

Taxes were satisfied by withholding 538 shares at a withholding price of $28.87.

Who signed the Form 4 and when?

The Form 4 was signed by an attorney-in-fact, Jared Brandman, on 10/06/2025.