Executive chair at National Vision (EYE) reports share vesting and tax withholding

Rhea-AI Filing Summary

National Vision Holdings Executive Chairman L. Reade Fahs reported multiple equity award transactions involving restricted and performance stock units converting into common stock. On March 3, 2026, 44,823 restricted stock units and 179,248 performance stock units were exercised or converted into common shares at a price of $0.00 per share.

To cover tax liabilities from these vestings, 19,965 and 79,838 common shares were disposed of at $26.63 per share through tax-withholding, rather than open-market sales. Following these transactions, Fahs held substantial common stock directly, and additional common shares were held indirectly in a trust.

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^*

FAHS L READE

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

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		44,823	A	(1)	592,631	D
Common Stock	03/03/2026		F		19,965(2)	D	$26.63	572,666	D
Common Stock	03/03/2026		M		179,248(3)	A	$0	751,914	D
Common Stock	03/03/2026		F		79,838(4)	D	$26.63	672,076	D
Common Stock								363,430	I	Held by Trust

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			44,823	(5)	(5)	Common Stock	44,823	$0	192,795	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 134,469 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 National Vision (EYE) report for L. Reade Fahs?

L. Reade Fahs reported equity award activity, with restricted and performance stock units converting into common shares, and some shares withheld to cover taxes. These were derivative exercises and tax-withholding dispositions, not open-market purchases or sales, all dated March 3, 2026.

How many National Vision (EYE) shares did L. Reade Fahs acquire in this Form 4?

Fahs acquired common stock through equity award vesting, including 44,823 shares from restricted stock units and 179,248 shares from performance stock units. Both sets of units converted into common stock at $0.00 per share as part of long-term incentive compensation.

Why were some National Vision (EYE) shares disposed of in Fahs’ latest filing?

Certain shares were disposed of solely to satisfy tax liabilities arising from vesting. The filing notes 19,965 and 79,838 common shares were withheld at $26.63 per share, described as payment of tax liability by delivering securities, not discretionary open-market selling.

What do the restricted stock unit and performance stock unit details mean for EYE?

Restricted stock units and performance stock units are stock-based awards that convert into common shares upon vesting. The filing explains they convert one-for-one into common stock and references a 2023 grant of 134,469 restricted stock units vesting in three equal annual installments.

How are trust-held National Vision (EYE) shares reflected for L. Reade Fahs?

The filing lists an indirect holding of common stock labeled as “Held by Trust.” These trust-held shares are reported as indirect ownership separate from Fahs’ directly owned shares, indicating an additional stake managed through a trust structure.