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

Rhea-AI Filing Summary

Wilkes Alexander, who is listed as both Chief Executive Officer and a director of National Vision Holdings, Inc. (EYE), reported transactions related to restricted stock units (RSUs) on 08/19/2025. A tranche of 61,785 RSUs vested and converted one-for-one into common stock. To satisfy tax withholding on vesting, 25,189 shares were withheld at a price of $23.61, leaving an incremental 36,596 shares delivered from the vesting. After the reported transactions, the filing shows 247,115 shares beneficially owned by the reporting person. The RSU grant that produced this vesting was originally awarded on 08/19/2024 for 185,357 RSUs, scheduled to vest in three equal annual installments. The Form 4 was signed by an attorney-in-fact.

Insights

Corporate Governance Expert

TL;DR: Routine executive equity vesting; aligns CEO incentives without indicating change in control or governance.

The Form 4 documents a scheduled vesting of RSUs for the CEO and director, converting 61,785 RSUs into common shares with tax withholding of 25,189 shares. This reflects standard equity compensation practices and ongoing alignment of management and shareholder interests. There is no evidence in the filing of unusual acceleration, discretionary grants outside the normal schedule, or related-party transactions that would raise governance concerns. The reported post-transaction beneficial ownership (247,115 shares) provides transparency on the executive's stake but by itself does not signal a material governance shift.

Executive Compensation Analyst

TL;DR: Scheduled RSU vesting occurred; withholding for taxes reduced delivered shares, consistent with typical compensation mechanics.

The filing shows the vesting of one-third of a 185,357 RSU award granted on 08/19/2024, yielding 61,785 shares that converted one-for-one. The company withheld 25,189 shares to cover tax obligations at an indicated withholding price of $23.61, resulting in 36,596 net shares issued to the executive. These mechanics are standard for RSU settlements and reflect expected dilution timing and magnitude from executive equity programs. No new grants, exercises, or cashless transactions beyond withholding are disclosed.

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^*

Wilkes Alexander

(Last) (First) (Middle)

C/O NATIONAL VISION HOLDINGS, INC.

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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2025

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	08/19/2025		M		61,785	A	(1)	61,785	D
Common Stock	08/19/2025		F		25,189(2)	D	$23.61	36,596	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)	08/19/2025		M			61,785	(3)	(3)	Common Stock	61,785	$0	247,115	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 August 19, 2024, the reporting person was granted 185,357 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	08/20/2025
	** 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).
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FAQ

What transaction did Wilkes Alexander report on Form 4 for EYE?

The Form 4 reports the vesting of 61,785 restricted stock units (RSUs) on 08/19/2025, which converted into common shares.

How many shares were withheld for taxes and at what price?

25,189 shares were withheld to satisfy tax withholding at a price of $23.61 per share.

What is the reporting person's beneficial ownership after the transaction?

The filing shows the reporting person beneficially owned 247,115 shares following the reported transactions.

When were the RSUs originally granted and what was the grant size?

The RSUs were granted on 08/19/2024, totalizing 185,357 restricted stock units vesting in three equal installments.

Who signed the Form 4 filing?

The form was signed by Jared Brandman, as Attorney-in-Fact, on 08/20/2025.