National Vision (EYE) GM nets shares after RSU tax withholding

Rhea-AI Filing Summary

National Vision Holdings General Manager Priti V. Patel reported routine equity compensation activity. On February 27, 2026, Patel exercised 3,363 restricted stock units, which converted into 3,363 shares of common stock on a one-for-one basis.

On the same date, 1,382 common shares at $26.97 per share were withheld to cover tax liabilities related to the vesting, a non–open-market disposition. After these transactions, Patel directly held 15,850 shares of common stock and 31,025 restricted stock units. A prior grant of 10,090 RSUs from March 1, 2024 vests in three equal annual installments.

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

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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)
	General Manager

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		M		3,363	A	(1)	17,232	D
Common Stock	02/27/2026		F		1,382(2)	D	$26.97	15,850	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)	02/27/2026		M			3,363	(3)	(3)	Common Stock	3,363	$0	31,025	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 March 1, 2024, the reporting person was granted 10,090 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	03/02/2026
	** 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).
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FAQ

What insider transactions did EYE executive Priti V. Patel report?

Priti V. Patel reported exercising 3,363 restricted stock units into common shares, then having 1,382 shares withheld at $26.97 to cover tax liabilities. These transactions reflect routine equity compensation activity rather than open-market buying or selling.

How many National Vision (EYE) shares does Priti V. Patel hold after these transactions?

After the reported transactions, Priti V. Patel directly holds 15,850 shares of National Vision common stock and 31,025 restricted stock units. These positions reflect post-transaction balances as of the February 27, 2026 Form 4 filing date.

Were Priti V. Patel’s EYE share dispositions open-market sales?

No. The 1,382-share disposition at $26.97 per share was for tax withholding related to vesting of restricted stock units. The Form 4 describes this as payment of tax liability by delivering securities, not as an open-market sale transaction.

What does the RSU exercise by National Vision’s Priti V. Patel involve?

The RSU exercise converted 3,363 restricted stock units into 3,363 common shares on a one-for-one basis. This follows standard equity compensation mechanics where vested RSUs automatically turn into common stock according to the issuer’s award terms.

What prior RSU grant does Priti V. Patel have at National Vision (EYE)?

On March 1, 2024, Priti V. Patel was granted 10,090 restricted stock units. These RSUs vest in three equal installments, starting on the first anniversary of the grant date, creating a multi-year vesting schedule tied to continued service.

Is Priti V. Patel’s Form 4 for National Vision a major ownership change?

The Form 4 reflects routine RSU vesting, share conversion, and tax withholding, rather than a strategic ownership shift. While share counts change, the activity is typical of executive equity compensation programs, not a large discretionary purchase or sale.