National Vision (EYE) Director Receives 7.4K RSUs; Holdings Now 10.7K

Rhea-AI Filing Summary

National Vision Holdings, Inc. (EYE) filed a Form 4 disclosing that director Michael J. Nicholson received 7,392 restricted stock units (RSUs) on 06/18/2025. Each RSU converts into one common share upon vesting, which occurs in full on the first anniversary of the grant date. The award was issued at $0 cost to the director and did not involve an open-market transaction. Following the grant, Nicholson’s total beneficial ownership increased to 10,719 common shares, all held directly. No derivative securities or simultaneous dispositions were reported.

This is a routine equity compensation grant aimed at aligning board member incentives with shareholder interests. The transaction represents approximately 0.01% of EYE’s ~80 million shares outstanding, so market impact is expected to be minimal.

Positive

• Grant of 7,392 RSUs enhances director-shareholder alignment with no immediate cash cost or market dilution.

Negative

• None.

Insights

Corporate Governance Analyst

TL;DR: Routine RSU grant; minimal dilution or signaling impact.

The filing records a standard director equity award under National Vision’s long-term incentive plan. Because the RSUs vest after one year and total just 7,392 shares, dilution is immaterial and there is no cash outflow. Such grants typically strengthen alignment between directors and shareholders without implying management’s view of valuation. Given the small size and absence of market purchases, I view the disclosure as neutral for investors.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Nicholson Michael J

Role Director

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

Holdings After Transaction: Restricted Stock Units — 10,719 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^*

Nicholson Michael J

(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)

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
Restricted Stock Units	06/18/2025		A		7,392(1)	A	$0	10,719	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 RSUs did National Vision (EYE) grant to director Michael J. Nicholson?

He received 7,392 restricted stock units on 06/18/2025.

What is the vesting schedule for the newly granted RSUs?

The RSUs vest in full on the first anniversary of the grant date.

What is Nicholson’s total share ownership after the transaction?

His beneficial ownership rose to 10,719 common shares.

Did the Form 4 report any open-market purchases or sales?

No. The filing only reports an equity award granted at $0; there were no market transactions.

Is Michael J. Nicholson an officer or a director at National Vision?

He is listed solely as a director; he holds no officer position.