National Vision (EYE) executive gains RSUs, withholds shares for taxes

Rhea-AI Filing Summary

National Vision Holdings executive Mark Banner reported equity compensation activity. On March 6, 2026, 13,706 restricted stock units converted into the same number of common shares at no cost, and he received a new award of 10,753 restricted stock units. To cover tax withholding on vesting, 4,133 common shares were disposed of at $27.90 per share. After these transactions, he directly held 17,839 shares of common stock and 61,622 restricted stock units, which convert into common stock on a one-for-one basis. Footnotes indicate these units come from a 41,119-unit grant dated March 7, 2025 that vests in three equal installments starting on the first anniversary of the grant.

Insider Trade Summary

13,706 shares exercised/converted

Mixed 4 txns

Insider Banner Mark

Role President, America's Best

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	13,706	$0.00	--
Grant/Award	Restricted Stock Units	10,753	$0.00	--
Exercise	Common Stock	13,706	$0.00	--
Tax Withholding	Common Stock	4,133	$27.90	$115K

Holdings After Transaction: Restricted Stock Units — 50,869 shares (Direct); Common Stock — 21,972 shares (Direct)

Footnotes (1)

1. Restricted stock units convert into common stock on a one-for-one basis. Reflects payment of tax liability by withholding securities incident to vesting of restricted stock units. On March 7, 2025, the reporting person was granted 41,119 restricted stock units, vesting in three equal installments beginning on the first anniversary of the grant date. One-third of these restricted stock units will vest on each anniversary date of the grant date, March 6, 2026.

Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
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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^*

Banner Mark

(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)
	President, America's Best

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		13,706	A	(1)	21,972	D
Common Stock	03/06/2026		F		4,133(2)	D	$27.9	17,839	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			13,706	(3)	(3)	Common Stock	13,706	$0	50,869	D
Restricted Stock Units	(1)	03/06/2026		A		10,753		(4)	(4)	Common Stock	10,753	$0	61,622	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 7, 2025, the reporting person was granted 41,119 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 date 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 insider transactions did Mark Banner report at National Vision (EYE)?

Mark Banner reported RSU vesting, a new RSU grant, and tax withholding. 13,706 restricted stock units converted into common stock, 10,753 new RSUs were awarded, and 4,133 shares were withheld at $27.90 to satisfy tax obligations tied to vesting.

How many National Vision (EYE) shares does Mark Banner hold after these Form 4 transactions?

After the reported transactions, Mark Banner directly holds 17,839 shares of common stock and 61,622 restricted stock units. The restricted stock units are equity awards that convert into common stock on a one-for-one basis as they vest over time, increasing his potential share ownership.

Were Mark Banner’s National Vision (EYE) transactions open-market buys or sells?

The transactions were equity award-related, not open-market trading. Restricted stock units converted into common shares, a new RSU grant was received, and 4,133 shares were disposed of at $27.90 solely to satisfy tax liabilities associated with the vesting, according to the Form 4 footnotes.

What are the terms of Mark Banner’s 41,119 National Vision (EYE) restricted stock units?

The 41,119 restricted stock units were granted on March 7, 2025 and vest in three equal installments. One-third vests on each anniversary of the grant date, with one installment vesting on March 6, 2026, progressively delivering common stock as vesting milestones are reached.

How do National Vision (EYE) restricted stock units convert for Mark Banner?

Mark Banner’s restricted stock units convert into common stock on a one-for-one basis. As specific tranches vest on scheduled anniversary dates, each vested unit becomes one share of common stock, subject to any share withholding to cover applicable tax liabilities at vesting.