Equity awards vest for National Vision (EYE) executive with shares withheld for taxes

Rhea-AI Filing Summary

National Vision Holdings executive Priti V. Patel reported equity award activity in company stock. On March 3, she acquired 2,989 restricted stock units that convert one-for-one into common shares and received common stock from vested performance stock units. To cover related tax liabilities, she disposed of 1,070 and 4,314 common shares at $26.63 per share through share withholding, leaving her with directly owned common stock and remaining restricted stock units.

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

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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^*

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)
	Head of Emerging Brands

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026

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	03/03/2026		M		2,989	A	(1)	18,839	D
Common Stock	03/03/2026		F		1,070(2)	D	$26.63	17,769	D
Common Stock	03/03/2026		M		11,951(3)	A	$0	29,720	D
Common Stock	03/03/2026		F		4,314(4)	D	$26.63	25,406	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)	03/03/2026		M			2,989	(5)	(5)	Common Stock	2,989	$0	28,036	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. Reflects issuance of shares upon vesting of performance stock units granted to the reporting person on March 3, 2023.

4. Reflects payment of tax liability by withholding securities incident to vesting of performance stock units.

5. On March 3, 2023, the reporting person was granted 8,965 restricted stock units, vesting in three equal installments beginning on the first anniversary of the grant date.

Remarks:

	/s/ Jared Brandman as Attorney-in-Fact	03/04/2026
	** 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).
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FAQ

What insider transactions did Priti V. Patel report at National Vision (EYE)?

Priti V. Patel reported equity award activity, including the acquisition of restricted and performance stock units that converted into common shares. She also had shares withheld to pay taxes related to these vestings, resulting in both acquired and disposed common stock positions.

Did the National Vision (EYE) insider Form 4 show open-market buying or selling?

The Form 4 shows no open-market buying or selling. Transactions reflect equity award vesting, derivative exercises at a zero price, and tax-withholding dispositions where shares were withheld at $26.63 per share to satisfy tax obligations, not discretionary trading in the market.

How many National Vision (EYE) shares were disposed of for tax withholding?

Two tax-withholding dispositions were reported: 1,070 and 4,314 shares of common stock. In each case, shares were withheld at $26.63 per share to cover tax liabilities arising from the vesting of restricted stock units and performance stock units granted earlier.

What equity awards vested for Priti V. Patel at National Vision (EYE)?

Restricted stock units and performance stock units vested for Priti V. Patel. Footnotes state restricted stock units convert into common stock on a one-for-one basis, and shares were issued upon vesting of performance stock units originally granted on March 3, 2023, in scheduled installments.

What is Priti V. Patel’s role at National Vision (EYE) in this Form 4?

In this Form 4, Priti V. Patel is identified as an officer of National Vision, serving as Head of Emerging Brands. The reported transactions involve her direct ownership of restricted stock units and common stock received or withheld in connection with equity award vesting events.

How do restricted stock units convert in the National Vision (EYE) Form 4?

The filing states that restricted stock units convert into common stock on a one-for-one basis. When these units vest, an equivalent number of National Vision common shares is issued, with some shares potentially withheld at vesting to satisfy associated tax liabilities.