National Vision (EYE) Form 4: 9.7K RSU Grant Boosts Director Stake

Rhea-AI Filing Summary

National Vision Holdings, Inc. (EYE) – Form 4 filing dated 06/23/2025

Director Susan C. O’Farrell reported the award of 9,674 restricted stock units (RSUs) on 06/18/2025. Each RSU converts into one share of common stock and will vest 100 % on the first anniversary of the grant date. The grant was recorded at $0 acquisition cost, indicating it is an equity-based compensation award rather than an open-market purchase.

Following the grant, O’Farrell’s total beneficial ownership increased to 22,333 shares, all held directly. No derivative securities or sales were disclosed. The transaction modestly increases insider alignment with shareholders, while the share count involved is immaterial relative to EYE’s outstanding shares and therefore has no meaningful dilutive impact.

Positive

• Director increased beneficial ownership by 9,674 shares, enhancing alignment between board and shareholders.
• No shares were sold; the filing signals commitment rather than profit-taking.

Negative

• Slight share dilution will occur when RSUs vest, though the impact is immaterial.

Insights

Corporate Governance Expert

TL;DR: Routine director RSU grant; improves alignment, negligible dilution—overall neutral-to-slightly positive.

The Form 4 shows a standard annual equity grant to an outside director. With 9,674 RSUs (≈0.01 % of shares outstanding), the award is well within typical board compensation benchmarks. Because the shares vest in one year, they serve as a retention tool and link compensation to share performance. No sales, options, or complex derivatives are involved, so no negative governance signal arises. From a valuation standpoint, the incremental dilution is immaterial, and the filing does not alter the investment thesis. I therefore classify the impact as neutral, edging positive for governance alignment.

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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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^*

OFarrell Susan C

(Last) (First) (Middle)

2435 COMMERCE AVENUE

BUILDING 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)

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		9,674(1)	A	$0	22,333	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

What did National Vision (EYE) disclose in the 06/23/2025 Form 4?

Director Susan C. O’Farrell received 9,674 RSUs granted on 06/18/2025.

How many EYE shares does Susan C. O’Farrell now own?

After the grant, she beneficially owns 22,333 shares of common stock.

When do the newly granted RSUs for EYE vest?

The RSUs vest in full one year after the grant date (06/18/2026).

Was there any sale of EYE shares in this Form 4 filing?

No; the filing reports only an acquisition via RSU grant.

Does the RSU grant meaningfully dilute existing EYE shareholders?

Dilution is immaterial given the small share count relative to EYE’s total outstanding shares.