National Vision (EYE) CPO logs RSU vesting, new grant and tax shares

Rhea-AI Filing Summary

National Vision Holdings, Inc. Chief People Officer Bill Clark reported equity compensation activity involving restricted stock units and common stock. On March 6, 2026, 8,224 restricted stock units were exercised into common stock at no cost, and he received a new grant of 10,753 restricted stock units. Following these awards, he directly held 30,565 restricted stock units. The restricted stock units convert into common stock on a one-for-one basis and vest in three equal annual installments starting on the first anniversary of the grant date.

On the same date, 2,430 shares of common stock valued at $27.90 per share were disposed of to cover tax liabilities associated with the vesting, rather than through an open-market sale. After these transactions, Clark directly owned 70,218 shares of common stock.

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)
	Chief People Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

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	03/06/2026		M		8,224	A	(1)	72,648	D
Common Stock	03/06/2026		F		2,430(2)	D	$27.9	70,218	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)	03/06/2026		M			8,224	(3)	(3)	Common Stock	8,224	$0	19,812	D
Restricted Stock Units	(1)	03/06/2026		A		10,753		(4)	(3)	Common Stock	10,753	$0	30,565	D

Explanation of Responses:

1. Each restricted stock unit converts 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 7, 2025, the reporting person was granted 24,672 restricted stock units, vesting in three equal installments beginning on the first anniversary of the grant date.

4. One-third of these restricted stock units will vest on each anniversary of the grant date, March 6, 2026.

Remarks:

	/s/ Jared Brandman, as Attorney-in-Fact	03/09/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did National Vision (EYE) executive Bill Clark report in this Form 4?

Bill Clark reported RSU vesting, a new RSU grant, and a related tax share disposal. He exercised 8,224 restricted stock units into common stock and received 10,753 new RSUs, with some shares withheld to satisfy tax obligations.

How many restricted stock units did Bill Clark acquire at National Vision (EYE)?

Bill Clark acquired 10,753 restricted stock units as a grant and had 8,224 RSUs convert into common stock. After these transactions, he directly held 30,565 restricted stock units that each convert into one share of National Vision common stock.

How many National Vision (EYE) shares does Bill Clark own after this filing?

After the reported transactions, Bill Clark directly owns 70,218 shares of National Vision common stock. This reflects the RSU conversion into shares and the share withholding to cover tax obligations tied to the vesting event.

Was the National Vision (EYE) insider share disposal an open-market sale?

The 2,430-share disposal was not an open-market sale. It reflects payment of tax liability by withholding shares at $27.90 per share in connection with restricted stock unit vesting, as indicated by the tax-withholding transaction code and related footnote.

How do Bill Clark’s restricted stock units at National Vision (EYE) vest?

Each restricted stock unit converts into one share of common stock. For the referenced grant, one-third vests on each anniversary of the grant date, beginning March 6, 2026, resulting in three equal annual vesting installments if service conditions are met.

What is the significance of the $27.90 price in Bill Clark’s Form 4 for EYE?

The $27.90 price is the value used for 2,430 shares withheld to cover tax liabilities. Those shares were delivered to satisfy taxes arising from the restricted stock unit vesting, rather than being sold by Bill Clark in the open market.