Equity awards vest for National Vision (EYE) SVP with shares withheld for taxes

Rhea-AI Filing Summary

National Vision Holdings SVP and Chief People Officer Bill Clark reported equity award vesting and related share withholding. Restricted stock units converted into 6,350 shares of common stock on a one-for-one basis, and performance stock units vested into additional common shares granted on March 3, 2023.

To cover tax liabilities upon these vestings, 2,069 and 7,502 common shares were withheld at a price of $26.63 per share, described as payment of tax liability by delivering securities. Following these transactions, Clark continued to hold directly reported shares of common stock and restricted stock units.

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

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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)
	SVP, Chief People 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)	48,601	D
Common Stock	03/03/2026		F		2,069(2)	D	$26.63	46,532	D
Common Stock	03/03/2026		M		25,394(3)	A	$0	71,926	D
Common Stock	03/03/2026		F		7,502(4)	D	$26.63	64,424	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.
* 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 National Vision (EYE) report for Bill Clark?

Bill Clark reported vesting of restricted stock units and performance stock units that converted into common shares. Some shares were withheld to pay tax liabilities, classified as tax-withholding dispositions rather than open market sales, all on March 3, 2026.

Were Bill Clark’s National Vision (EYE) transactions open market buys or sells?

The transactions were not open market buys or sells. They involved exercises or conversions of equity awards and tax-withholding dispositions, where shares were withheld at $26.63 per share to satisfy tax obligations triggered by vesting events.

What do the restricted stock units mean in the National Vision (EYE) filing?

The restricted stock units convert into common stock on a one-for-one basis. When they vest, the units automatically become shares, increasing the insider’s common stock holdings before any shares are withheld to cover associated tax liabilities.

How were performance stock units treated in the National Vision (EYE) Form 4?

The Form 4 notes issuance of shares upon vesting of performance stock units granted on March 3, 2023. These units converted into common shares at vesting, with a portion then withheld to pay taxes, according to the filing’s footnotes.

What is the significance of the $26.63 price in National Vision (EYE) insider transactions?

The $26.63 per share figure is the price used for tax-withholding dispositions. Shares were delivered or withheld at this price to satisfy tax liabilities arising from the vesting of restricted stock units and performance stock units, not from discretionary market trades.