Equity awards vest for National Vision (EYE) executive amid tax share disposals

Rhea-AI Filing Summary

National Vision Holdings Chief Brand & Marketing Officer Joseph VanDette reported equity compensation activity. On March 3, he acquired 6,350 shares of common stock from restricted stock units and 25,394 shares from performance stock units through derivative exercises at $0 per share, while disposing of 2,095 and 7,502 shares of common stock at $26.63 per share to cover tax liabilities related to these vestings.

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^*

VanDette Joseph

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Brand & Mktg Officer

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		6,350	A	(1)	24,481	D
Common Stock	03/03/2026		F		2,095(2)	D	$26.63	22,386	D
Common Stock	03/03/2026		M		25,394(3)	A	$0	47,780	D
Common Stock	03/03/2026		F		7,502(4)	D	$26.63	40,278	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			6,350	(5)	(5)	Common Stock	6,350	$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 19,050 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.
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FAQ

What insider transactions did EYE executive Joseph VanDette report?

Joseph VanDette reported equity award vesting and related tax withholding transactions. He exercised restricted and performance stock units into common stock and disposed of some shares to cover tax liabilities tied to these vestings, rather than executing open-market purchases or sales.

How many EYE shares did Joseph VanDette acquire in this Form 4?

Joseph VanDette acquired 6,350 common shares from restricted stock units and 25,394 common shares from performance stock units. These came from derivative exercises at $0 per share as his equity awards vested into National Vision Holdings common stock.

Why did Joseph VanDette dispose of EYE shares in this filing?

The disposals reflect payment of tax liabilities from vesting equity awards. VanDette transferred 2,095 and 7,502 common shares at $26.63 per share, with shares withheld rather than cash, to satisfy tax obligations on restricted and performance stock unit vesting.

What does the Form 4 reveal about EYE restricted stock units?

The filing shows restricted stock units convert into common stock on a one-for-one basis. It notes a prior grant of 19,050 restricted stock units to Joseph VanDette on March 3, 2023, vesting in three equal installments beginning on the first anniversary of the grant date.

Are Joseph VanDette’s EYE share disposals open-market sales?

The disposals are characterized as tax-withholding transactions, not open-market sales. Shares were delivered to cover exercise price or tax liabilities associated with vesting restricted and performance stock units, according to the transaction codes and accompanying explanatory footnotes.