National Vision CTO exercises 12,998 stock units

CTO David G. Cutler converted RSUs into common stock, with a portion of shares withheld to cover taxes and additional RSUs still outstanding.

Rhea-AI Filing Summary

National Vision Holdings, Inc. (EYE) reports that Chief Technology Officer David G. Cutler exercised 12,998 restricted stock units into 12,998 shares of common stock on September 8, 2026. In connection with this vesting, 5,110 shares were withheld at $17.00 per share to pay tax liabilities, and 23,752 restricted stock units remain outstanding. No transactions are reported under a Rule 10b5-1 trading plan.

Insider Trade Summary

12,998 shares exercised/converted

Exercise 3 txns

Insider Cutler David G

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F1, F3	12,998	$0.00	$0.00
Exercise	Common Stock F1	12,998	--	--
Tax Withholding	Common Stock F2	5,110	$17.00	$87K

Holdings After Transaction: Restricted Stock Units — 23,752 contracts (Direct); Common Stock — 7,888 shares (Direct)

Footnotes (3)

1. F1. Restricted stock units convert into common stock on a one-for-one basis.
2. F2. Reflects payment of tax liability by withholding securities incident to vesting of restricted stock units.
3. F3. On September 8, 2025, the reporting person was granted 25,997 restricted stock units, vesting in two equal installments beginning on the first anniversary of the grant date.

Key Figures

RSUs Exercised: 12,998 units Common Shares Acquired: 12,998 shares Shares Withheld for Taxes: 5,110 shares +3 more

6 metrics

RSUs Exercised 12,998 units Restricted stock units converted into common stock on September 8, 2026

Common Shares Acquired 12,998 shares Shares of common stock received from RSU conversion on September 8, 2026

Shares Withheld for Taxes 5,110 shares Shares withheld incident to RSU vesting to pay tax liability

Tax Withholding Price $17.00 per share Value used for shares withheld to satisfy tax liability

RSUs Remaining After Transaction 23,752 units Restricted stock units held following the reported RSU conversion

Original RSU Grant 25,997 units RSUs granted on September 8, 2025, vesting in two equal installments

Key Terms

Restricted Stock Units, vesting, withholding securities, tax liability

4 terms

Restricted Stock Units financial

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

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

vesting financial

"vesting in two equal installments beginning on the first anniversary"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

withholding securities financial

"Reflects payment of tax liability by withholding securities incident"

tax liability financial

"Reflects payment of tax liability by withholding securities incident"

FAQ

What equity transaction did EYE’s CTO David G. Cutler report on this Form 4?

He exercised 12,998 restricted stock units into 12,998 shares of common stock of National Vision Holdings, Inc. on September 8, 2026, as part of his equity compensation vesting.

How many National Vision (EYE) shares were withheld for taxes in this Form 4?

A total of 5,110 shares of common stock were withheld to pay tax liabilities, valued at $17.00 per share, incident to the vesting of restricted stock units.

How many restricted stock units does the EYE CTO still hold after these transactions?

After the reported transactions, David G. Cutler holds 23,752 restricted stock units of National Vision Holdings, Inc. as of the reporting date.

Were the EYE Form 4 transactions for the CTO made under a Rule 10b5-1 plan?

No. The filing’s Rule 10b5-1 checkbox is not checked, and there is no footnote stating that the transactions were made pursuant to a Rule 10b5-1 trading plan.

What was the original RSU grant referenced in this EYE Form 4?

On September 8, 2025, David G. Cutler was granted 25,997 restricted stock units, vesting in two equal installments beginning on the first anniversary of the grant date.

What is the conversion ratio of RSUs to National Vision (EYE) common stock?

The footnotes state that restricted stock units convert into common stock on a one-for-one basis, meaning each RSU converts into one share of National Vision common stock.

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Available on EDGAR 09/09/2026 - 04:18 PM Accepted by SEC EDGAR 09/09/2026 - 04:17 PM Learn about SEC filing dates

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^*

Cutler David G

(Last) (First) (Middle)

C/O NATIONAL VISION HOLDINGS, INC.

2000 NEWPOINT PARKWAY, SUITE 100

(Street)

LAWRENCEVILLE GEORGIA 30043

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	Chief Technology Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2026

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

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

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

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	09/08/2026		M		12,998	A	(1)	12,998	D
Common Stock	09/08/2026		F		5,110(2)	D	$17	7,888	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)	09/08/2026		M			12,998	(3)	(3)	Common Stock	12,998	$0	23,752	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 September 8, 2025, the reporting person was granted 25,997 restricted stock units, vesting in two equal installments beginning on the first anniversary of the grant date.

Remarks:

	/s/ Jared Brandman, as Attorney-in-Fact	09/09/2026
	** 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.
* Form 4: SEC 1474 (03-26)