[Form 4] National Vision Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

National Vision Holdings (EYE): Chief Technology Officer David G. Cutler received 25,997 restricted stock units (RSUs) on 09/08/2025. Each RSU converts one-for-one into common stock, and the full grant equals 25,997 shares outstanding following the award. The RSUs vest in three equal annual installments beginning on the first anniversary of the grant date, so one-third vests each year. The reported position is held directly and the RSUs were granted at a $0 per-share exercise price (standard for restricted stock units). This is a routine equity compensation award to an executive designed to align compensation with shareholder interests.

Positive

• Material alignment with shareholders: RSUs convert one-for-one to common stock, linking executive pay to share performance
• Retention-driven vesting: One-third annual vesting over three years encourages multi-year retention and performance
• Direct ownership disclosed: Reporting person holds the RSUs directly, simplifying beneficial ownership transparency

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine executive equity grant of 25,997 RSUs, modest in size and structured with multi-year vesting.

The award of 25,997 RSUs to the Chief Technology Officer represents a standard form of long-term incentive. Each unit converts to one share, producing 25,997 shares if fully vested. Vesting in three equal annual tranches encourages retention and performance over multiple years. There is no cash exercise cost, consistent with restricted stock unit practice. The disclosure shows direct beneficial ownership and does not indicate sales or dispositions.

Corporate Governance Expert

TL;DR: Governance-wise this is a typical, retention-focused RSU grant to a senior officer with staged vesting.

The structure—one-for-one conversion, $0 exercise price, and one-third annual vesting—aligns executive incentives with shareholder value over time. The direct ownership simplifies disclosure and avoids indirect beneficial ownership complexities. The filing does not disclose any accelerated vesting triggers or related-party arrangements. Based on the facts presented, this is a routine compensation disclosure rather than a governance concern.

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
Estimated average burden
hours per response:			0.5

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^*

Cutler David G

(Last) (First) (Middle)

2435 COMMERCE AVENUE

BUILDING 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 Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

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

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)	09/08/2025		A		25,997		(2)	(2)	Common Stock	25,997	$0	25,997	D

Explanation of Responses:

1. Each restricted stock unit converts into common stock on a one-for-one basis.

2. One-third of these restricted stock units will vest on each anniversary of the grant date, September 8, 2025.

Remarks:

	/s/ Jared Brandman, as Attorney-in-Fact	09/09/2025
	** 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 David G. Cutler receive according to the Form 4 for EYE?

He received 25,997 restricted stock units (RSUs), each converting one-for-one into common stock.

When do the RSUs awarded to the EYE executive vest?

The RSUs vest in three equal annual installments, with one-third vesting on each anniversary of the grant date starting one year after 09/08/2025.

How many shares will the RSUs convert into for EYE?

If fully vested, the RSUs will convert into 25,997 shares of common stock.

Is there an exercise price for the RSUs reported for EYE?

The RSUs were reported with a $0 per-share price, consistent with restricted stock unit awards (no cash exercise).

Is the reported beneficial ownership direct or indirect for the EYE filing?

The filing indicates direct ownership of the RSUs following the reported transaction.