National Vision (NASDAQ: EYE) SVP exercises RSUs and withholds shares for taxes

Rhea-AI Filing Summary

National Vision Holdings senior vice president and chief people officer Bill Clark reported equity award activity. On restricted stock units, he exercised or converted 3,363 units into an equal number of common shares on a one-for-one basis.

He then disposed of 1,172 common shares at $26.97 per share to cover tax withholding tied to the vesting of these restricted stock units. After these transactions, his directly owned common stock holdings were 42,251 shares.

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^*

Clark Bill

(Last) (First) (Middle)

C/O NATIONAL VISION HOLDINGS, INC.

2435 COMMERCE AVENUE, BLDG. 2200

(Street)

DULUTH GA 30096-4980

(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)
	SVP, Chief People Officer

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)	43,423	D
Common Stock	02/27/2026		F		1,172(2)	D	$26.97	42,251	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	34,386	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 Bill Clark report for National Vision Holdings (EYE)?

Bill Clark reported exercising 3,363 restricted stock units into common stock and disposing of 1,172 common shares. The disposal was to satisfy tax withholding obligations related to vesting, rather than an open-market sale, and all holdings are reported as directly owned.

How many National Vision (EYE) RSUs did Bill Clark convert to common stock?

Bill Clark converted 3,363 restricted stock units into 3,363 shares of common stock. The filing notes restricted stock units convert into common stock on a one-for-one basis, reflecting the vesting of a prior equity grant made on March 1, 2024.

Why did Bill Clark dispose of National Vision (EYE) shares in this Form 4?

The 1,172-share disposition was for tax withholding purposes tied to restricted stock unit vesting. The filing states the shares were withheld to pay tax liabilities, meaning this was not an open-market sale but an automatic transaction associated with the equity award.

What is Bill Clark’s National Vision (EYE) share ownership after these transactions?

After the reported transactions, Bill Clark directly owns 42,251 shares of National Vision common stock. This figure reflects both the conversion of 3,363 restricted stock units into shares and the 1,172-share tax-withholding disposition reported in the Form 4 filing.

How do Bill Clark’s National Vision (EYE) RSUs convert into shares?

Restricted stock units convert into National Vision common stock on a one-for-one basis. The filing notes a prior grant of 10,090 restricted stock units on March 1, 2024, vesting in three equal installments beginning on the first anniversary of that grant date.