What changed in this filing

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

2026-03-04 compared with 2025-02-26 · 430 added, 605 removed, 999 unchanged (51% of the section changed)

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“Fair Value Measurement” to our consolidated financial statements.

A significant portion of our debt bears interest at variable rates.

A portion of our debt bears interest at variable rates.

If market interest rates increase, the interest rate on our variable rate debt will increase and will create higher debt service requirements, which would adversely affect our cash flow and could adversely impact our results of operations.

Our interest rate collar was intended to mitigate some of the effects of increases in interest rates.

As of December 28, 2024, $254.2 million of term loan borrowings were subject to variable interest rates and we had total borrowings of $339.0 million with a weighted average borrowing rate of 6.5%.

Our interest rate collar matured on July 18, 2024 and our variable interest rate term loan borrowings are exposed to changes in market rates.

An increase or decrease to market rates of 1.0% would result in a $2.5 million increase or decrease to interest expense as of December 28, 2024.

“Interest Rate Derivatives” to our consolidated financial statements for more information on our interest rate collar.

In December 2025, we entered into an interest rate swap agreement to help manage interest rate exposure by economically converting a portion of our variable-rate debt to fixed-rate debt.

Our interest rate swap is intended to mitigate some of the effects of increases in interest rates.

“Interest Rate Derivatives” to our consolidated financial statements for more information on our interest rate swap.

As of January 3, 2026, our total borrowing consisted of $237.6 million of term loan borrowings subject to variable interest rates with a weighted average borrowing rate of 5.6%.

An increase to market rates of 1.0% would result in a $1.3 million impact to interest expense as of January 3, 2026.

A decrease to market rates of 1.0% would result in a $1.3 million impact to interest expense as of January 3, 2026.

Consolidated Financial Statements and Supplementary Data

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Report of Independent Registered Public Accounting Firm (PCAOB ID No.

Consolidated Balance Sheets as of December 28, 2024 and December 30, 2023

Consolidated Statements of Operations and Comprehensive (Loss) Income for the Fiscal Years Ended December 28, 2024, December 30, 2023, and December 31, 2022

Consolidated Statements of Stockholders’ Equity for the Fiscal Years Ended December 28, 2024, December 30, 2023, and December 31, 2022

Consolidated Statements of Cash Flows for the Fiscal Years Ended December 28, 2024, December 30, 2023, and December 31, 2022

Consolidated Balance Sheets as of January 3, 2026 and December 28, 2024

Consolidated Statements of Operations and Comprehensive (Loss) Income for the Fiscal Years Ended January 3, 2026, December 28, 2024, and December 30, 2023

Consolidated Statements of Stockholders’ Equity for the Fiscal Years Ended January 3, 2026, December 28, 2024, and December 30, 2023

Consolidated Statements of Cash Flows for the Fiscal Years Ended January 3, 2026, December 28, 2024, and December 30, 2023

Notes to Consolidated Financial Statements

Schedule I – Condensed Financial Information of Registrant

Table of C ontents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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We have audited the accompanying consolidated balance sheets of National Vision Holdings, Inc.

and subsidiaries (the “Company”) as of December 28, 2024, and December 30, 2023, the related consolidated statements of operations and comprehensive (loss) income, stockholders' equity, and cash flows, for each of the three years in the period ended December 28, 2024, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 28, 2024, and December 30, 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 28, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 28, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.

and subsidiaries (the “Company”) as of January 3, 2026 and December 28, 2024, the related consolidated statements of operations and comprehensive (loss) income, stockholders' equity, and cash flows, for each of the three years in the period ended January 3, 2026, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 3, 2026 and December 28, 2024, and the results of its operations and its cash flows for each of the three years in the period ended January 3, 2026, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of January 3, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 4, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill and Trademarks and Trade names — America's Best and Eyeglass World — Refer to Notes 1 and 5 to the financial statements

Critical Audit Matter Description

The Company tests goodwill and trademarks and trade names for impairment annually, or more frequently as warranted by events or changes in circumstances which indicate that the carrying value of assets may not be recoverable.

The Company evaluates impairment by comparing the fair value of the reporting unit and trademarks and trade names with their respective carrying value.

For each reporting unit, the Company used the income approach, which is based on a discounted cash flow analysis and calculated the fair value of the reporting unit by estimating after-tax cash flows discounted using a discount rate.

For each trademark and trade name, the Company used the relief-from-royalty method, which involves estimating a royalty rate based on comparable licensing arrangements, applying that rate to revenue projections for the subject asset, and then estimating fair value using a discounted cash flow analysis.

The determination of fair value requires management to make significant estimates and assumptions related to the discount rate for goodwill and trademarks and trade names, and forecasts of costs applicable to revenue and store-level selling, general and administrative expenses (“SG&A”) for goodwill.

The discount rate may also incorporate certain risk premiums, such as a company-specific risk premium (“CSRP”), which represents the incremental return that investors may require to compensate for risks, uncertainties and variability in the estimated future cash flows.

Changes in these assumptions could have a significant impact on the

Table of C ontents

fair value which could lead to an impairment charge or an additional impairment charge.

As of December 28, 2024, the Company's recorded balance of goodwill was $606.5 million related to America’s Best and $91.8 million related to Eyeglass World.

The balance of trademarks and trade names at December 28, 2024 was $40.0 million related to Eyeglass World.

The fair value of the reporting unit for America’s Best exceeded the carrying value as of the measurement date, and the fair value of the Eyeglass World trademark and trade name approximately equaled its carrying value;

therefore, no impairment was recognized.

The carrying value of the Eyeglass World reporting unit was written down to its estimated fair value, resulting in a $19.2 million impairment charge in fiscal year 2024.

We identified the valuation of the reporting unit for America’s Best and Eyeglass World, and the trademark and trade name for Eyeglass World, as a critical audit matter because of the significant judgments made by management to estimate fair value.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the selection of the discount rate, including the CSRP, for the goodwill related to America’s Best and Eyeglass World and trademark and trade name related to Eyeglass World, and the forecasts of costs applicable to revenue and store-level SG&A for the goodwill related to America’s Best and Eyeglass World.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the discount rate, including the CSRP, used by management to estimate the fair value of the reporting units for goodwill and the fair value of the trademark and trade name, and the forecasts of costs applicable to revenue and store-level SG&A used by management to estimate the fair value of the reporting unit for goodwill included the following, among others:

• We tested the design and operating effectiveness of controls over management’s impairment evaluation, including those over the determination of the fair value and related to management’s selection of the discount rate, and the forecasts of costs applicable to revenue and store-level SG&A.

• We performed a sensitivity analysis of the discount rate, the forecasts of costs applicable to revenue and store-level SG&A, including their impact on future cash flows.

• We evaluated management's ability to accurately forecast costs applicable to revenue and store-level SG&A and evaluated the reasonableness of these assumptions by comparing management's forecasts for historical periods to actual results for those periods.

• We evaluated the consistency of estimates and assumptions relating to costs applicable to revenue and store-level SG&A in the discounted cash flow model for the reporting unit to those used by management in other annual forecasting activities.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the selected discount rate, including the CSRP, by:

– Testing the source information underlying the determination of the discount rate and the mathematical accuracy of the calculation.

– Developing a range of independent estimates and comparing those to the discount rate selected by management.

– Evaluating the forecasts to understand and sensitize management's assumptions regarding the risk inherent in the forecasts.

Critical Audit Matters

Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ Deloitte & Touche LLP

February 25, 2025

March 4, 2026

We have served as the Company's auditor since 2002.

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Consolidated Balance Sheets

In Thousands, Except Par Value

December 28, 2024 As of

In Thousands, Except Share Data

January 3, 2026 As of

December 28, 2024

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Other assets 69,698 40,058

Noncurrent assets of discontinued operations — 2,779

Total noncurrent assets 1,757,956 1,757,943

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Current operating lease obligations 90,313 99,694

Current liabilities of discontinued operations — 302

Total current liabilities 412,408 468,274

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200,000,000 shares authorized;

85,444 and 84,831 shares issued as of December 28, 2024 and December 30, 2023, respectively;

78,775 and 78,311 shares outstanding as of December 28, 2024 and December 30, 2023, respectively

86,278,538 and 85,444,263 shares issued as of January 3, 2026 and December 28, 2024, respectively;

79,416,050 and 78,775,117 shares outstanding as of January 3, 2026 and December 28, 2024, respectively

Additional paid-in capital 834,000 807,048

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Treasury stock, at cost;

6,669 and 6,520 shares as of December 28, 2024 and December 30, 2023, respectively

6,862,488 and 6,669,146 shares as of January 3, 2026 and December 28, 2024, respectively

( 220,925 ) ( 217,686 )

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Total liabilities and stockholders’ equity $ 1,983,678 $ 2,007,771

Fiscal year 2025 includes 53 weeks.

Fiscal year 2024 includes 52 weeks.

The accompanying notes are an integral part of these consolidated financial statements.

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Consolidated Statements of Operations and Comprehensive (Loss) Income

In Thousands, Except Earnings Per Share

In Thousands, Except Per Share Amounts

Fiscal Year 2025 Fiscal Year 2024 Fiscal Year 2023

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Other expense (income), net ( 204 ) ( 101 ) ( 104 )

( 101 ) ( 104 ) ( 2,554 )

Total operating expenses 1,109,190 1,069,623 997,226

Income (loss) from operations 58,829 ( 10,359 ) 24,490

( 10,359 ) 24,490 52,766

Interest expense, net 17,148 16,184 14,339

(Gain) loss on extinguishment of debt — ( 859 ) 599

( 859 ) 599 —

Earnings (loss) from continuing operations before income taxes 41,681 ( 25,684 ) 9,552

Income tax provision

12,081 1,481 6,006

Income tax provision (benefit)

Income (loss) from continuing operations

29,600 ( 27,165 ) 3,546

Income (loss) from continuing operations, net of tax ( 27,165 ) 3,546 36,759

Income (loss) from discontinued operations, net of tax (See Note 2) — ( 1,334 ) ( 69,447 )

( 1,334 ) ( 69,447 ) 5,363

Net income (loss) $ 29,600 $ ( 28,499 ) $ ( 65,901 )

$ ( 28,499 ) $ ( 65,901 ) $ 42,122

Basic Earnings (loss) per share:

Continuing operations $ 0.37 $ ( 0.35 ) $ 0.05

$ ( 0.35 ) $ 0.05 $ 0.46

Discontinued operations $ — $ ( 0.02 ) $ ( 0.89 )

$ ( 0.02 ) $ ( 0.89 ) $ 0.07

$ ( 0.36 ) $ ( 0.84 ) $ 0.53

Total $ 0.37 $ ( 0.36 ) $ ( 0.84 )

Diluted Earnings (loss) per share:

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Discontinued operations $ — $ ( 0.02 ) $ ( 0.88 )

$ ( 0.36 ) $ ( 0.84 ) $ 0.52

Total $ 0.37 $ ( 0.36 ) $ ( 0.84 )

Weighted average shares outstanding:

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Net income (loss) $ 29,600 $ ( 28,499 ) $ ( 65,901 )

Unrealized gain (loss) on hedge instruments

( 161 ) 548 1,019

Unrealized gain on hedge instruments

Tax provision of unrealized gain (loss) on hedge instruments

( 40 ) 129 259

Tax provision of unrealized gain on hedge instruments

Comprehensive income (loss) $ 29,479 $ ( 28,080 ) $ ( 65,141 )

$ ( 28,080 ) $ ( 65,141 ) $ 42,883

Fiscal year 2025 includes 53 weeks.

Fiscal years 2024 and 2023 include 52 weeks.

The accompanying notes are an integral part of these consolidated financial statements.

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Shares Amount

Balances at January 2, 2022 81,405 $ 838 $ 750,478 $ ( 1,940 ) $ 278,395 $ ( 101,791 ) $ 925,980

Balances at December 31, 2022 78,992 $ 842 $ 767,112 $ ( 1,179 ) $ 320,517 $ ( 186,179 ) $ 901,113

Issuance of common stock (1)

558 6 1,832 — — — 1,838

Stock-based compensation — — 20,023 — — — 20,023

Purchase of treasury stock ( 1,239 ) — — — — ( 28,415 ) ( 28,415 )

Repurchase of 2025 Notes — — ( 1 ) — — — ( 1 )

Unrealized gain on hedge instruments, net of tax — — — 760 — — 760

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Issuance of common stock (1)

613 6 1,501 — — — 1,507

Stock-based compensation — — 16,580 — — — 16,580

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Issuance of common stock (1)

834 8 3,387 — — — 3,395

Stock-based compensation — — 23,565 — — — 23,565

Purchase of treasury stock ( 193 ) — — — — ( 3,239 ) ( 3,239 )

Unrealized gain on hedge instruments, net of tax — — — 419 — — 419

Net income (loss) — — — — ( 28,499 ) — ( 28,499 )

Balances at December 28, 2024 78,775 $ 854 $ 807,048 $ — $ 226,117 $ ( 217,686 ) $ 816,333

Unrealized gain (loss) on hedge instruments, net of tax

— — — ( 121 ) — — ( 121 )

Net income — — — — 29,600 — 29,600

Balances at January 3, 2026 79,416 $ 862 $ 834,000 $ ( 121 ) $ 255,717 $ ( 220,925 ) $ 869,533

(1) Consists primarily of the vesting of shares issued under the Company’s stock incentive plans and Associate Share Purchase Plan.

Fiscal year 2025 includes 53 weeks.

Fiscal years 2024 and 2023 include 52 weeks.

The accompanying notes are an integral part of these consolidated financial statements.

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Net income (loss) $ 29,600 $ ( 28,499 ) $ ( 65,901 )

$ ( 28,499 ) $ ( 65,901 ) $ 42,122

Adjustments to reconcile net income (loss) to cash provided by operating activities:

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Amortization of cloud computing implementation costs 8,741 6,402 3,170

6,402 3,170 6,012

Asset impairment 1,991 40,099 82,413

Deferred income tax expense (benefit) 4,663 ( 9,975 ) ( 5,989 )

( 9,975 ) ( 5,989 ) 11,024

Stock-based compensation expense 23,686 16,708 20,174

(Gains) on change in fair value of derivatives

— ( 34 ) ( 1,274 )

Losses (gains) on change in fair value of derivatives ( 34 ) ( 1,274 ) ( 16,377 )

Inventory adjustments 5,327 4,391 3,707

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Repayments on long-term debt ( 126,337 ) ( 222,064 ) ( 103,000 )

Proceeds from issuance of long-term debt

Proceeds from issuance of common stock 1,507 1,837 3,744

Purchase of treasury stock ( 3,092 ) ( 28,415 ) ( 84,388 )

Borrowings on long-term debt

25,000 115,000 —

Payments of debt issuance costs — ( 1,703 ) ( 3,312 )

Payments on finance lease obligations ( 3,475 ) ( 2,993 ) ( 3,918 )

Proceeds from issuance of common stock 3,395 1,507 1,837

Purchase of treasury stock ( 3,205 ) ( 3,092 ) ( 28,415 )

Net cash used for financing activities ( 104,622 ) ( 113,345 ) ( 136,808 )

( 113,345 ) ( 136,808 ) ( 84,556 )

Net change in cash, cash equivalents and restricted cash ( 34,935 ) ( 75,790 ) ( 79,597 )

Cash, cash equivalents and restricted cash, beginning of year 75,237 151,027 230,624

Cash, cash equivalents and restricted cash, end of year $ 75,237 $ 151,027 $ 230,624

Cash, cash equivalents and restricted cash, end of year (See Note 3)

$ 40,302 $ 75,237 $ 151,027

Supplemental cash flow disclosure information:

Cash paid for interest $ 19,091 $ 13,398 $ 11,735

Cash paid for taxes $ 6,332 $ 7,571 $ 7,481

Capital expenditures accrued at the end of the period $ 12,186 $ 9,248 $ 5,412

Fiscal year 2025 includes 53 weeks.

Fiscal years 2024 and 2023 include 52 weeks.

The accompanying notes are an integral part of these consolidated financial statements.

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Discontinued Operations

Details of Cost Savings Plan

Details of Certain Balance Sheet Accounts

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Revenue from Contracts with Customers

Fair Value Measurement of Financial Assets and Liabilities

Deferred Revenue

Commitments and Contingencies

12 Fair Value Measurement of Financial Assets and Liabilities

Interest Rate Derivatives

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Accumulated Other Comprehensive Loss

Quarterly Financial Information

Subsequent Event

National Vision Holdings, Inc.

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We operated 1,250 and 1,240 retail optical locations in the U.S.

and its territories as of the fiscal years ended December 28, 2024 and December 30, 2023, respectively, through our four store brands, including America’s Best Contacts and Eyeglasses (“America’s Best”), Eyeglass World, Vista Optical locations on select U.S.

and its territories as of the fiscal years ended January 3, 2026 and December 28, 2024, respectively, through our four store brands, including America’s Best Contacts and Eyeglasses (“America’s Best”), Eyeglass World, Vista Optical locations on select U.S.

Army/Air Force military bases (“Military”) and within select Fred Meyer stores.

We also operate omni-channel websites for our America’s Best, Eyeglass World and Military brands, as well as a dedicated e-commerce website.

We operated 225 stores for Walmart Inc.

(“Walmart”) as of December 30, 2023;

these stores are not reflected in the store counts above and the operating results of these stores are presented as discontinued operations.

Also presented in discontinued operations are the majority of the operations formerly conducted by the Company’s Arlington Contact Lens (“AC Lens”) subsidiary, which sold eyeglasses, contact lenses and optical accessory products to retail customers through various websites, and distributed contact lenses to Walmart and Sam’s Club store locations.

Refer to Note 2.

“Discontinued Operations” for more information.

We also operate a specialized health maintenance organization (“HMO”) that is licensed as a single-service health plan under California law.

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in a 53-week fiscal year, each of the first, second and third quarters include 13 weeks of operations and the fourth quarter includes 14 weeks of operations.

References herein to “fiscal year 2024”, “fiscal year 2023” and “fiscal year 2022,” relate to the 52 weeks ended December 28, 2024, December 30, 2023, and December 31, 2022, respectively.

References herein to “fiscal year 2025” relate to the 53 weeks ended January 3, 2026.

References herein to “fiscal year 2024” and “fiscal year 2023,” relate to the 52 weeks ended December 28, 2024, and December 30, 2023, respectively.

Unless otherwise stated, references to years in this report relate to fiscal years rather than calendar years.

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Certain amounts within the consolidated financial statements and footnotes to the financial statements for fiscal year 2024 and fiscal year 2023 have been reclassified to conform to the fiscal year 2025 presentation.

Retrospective reclassifications have been made to prior period financial statements and disclosures to present the discontinued operations.

Refer to Note 2.

“Discontinued Operations” for more information on discontinued operations.

The Company has consolidated certain entities meeting the definition of a variable interest entity (“VIE”) as the Company concluded that it is the primary beneficiary of the entities under the provisions of Accounting Standards Codification 810, Consolidation.

As of December 28, 2024, the variable interest entities include 29 professional corporations.

The total assets of the consolidated VIEs included in the accompanying Consolidated Balance Sheets as of December 28, 2024 and December 30, 2023, were $ 7.0 million and $ 8.3 million, respectively, and the total liabilities of the consolidated VIEs were $ 8.4 million and $ 9.8 million, respectively.

As of January 3, 2026, the variable interest entities include 29 professional corporations.

The total assets of the consolidated VIEs included in the accompanying Consolidated Balance Sheets as of January 3, 2026 and December 28, 2024, were $ 4.6 million and $ 7.0 million, respectively, and the total liabilities of the consolidated VIEs were $ 6.9 million and $ 8.4 million, respectively.

Use of Estimates

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Share Repurchases

Effective November 8, 2021, the Company’s Board of Directors (the “Board”) authorized the Company to repurchase up to $ 50 million aggregate amount of shares of the Company's common stock.

On November 29, 2021, the Company’s Board of Directors authorized an increase from $ 50 million to $ 100 million in aggregate amount of shares of the Company’s common stock that may be repurchased under the Company’s current share repurchase program.

On February 23, 2022, our Board of Directors authorized a $ 100 million increase to the share repurchase authorization, for a total authorization of $ 200 million.

On February 23, 2022, our Board of Directors authorized a $ 100 million increase to the share repurchase authorization, resulting in total authorization of $ 200 million.

During fiscal year 2023, the Company repurchased 1.1 million shares of its common stock for $ 25 million under the share repurchase program.

The Company’s original share repurchase authorization expired on December 30, 2023, and had remaining capacity of $ 25 million.

Effective February 23, 2024, the Board authorized the Company to repurchase up to $ 50 million aggregate amount of shares of the Company’s common stock until January 3, 2026.

As of December 28, 2024, $ 50 million remains available under the share repurchase authorization.

During fiscal years 2023 and 2022, the Company repurchased 1.1 million shares of its common stock for $ 25 million and 2.7 million shares of its common stock for $ 80 million, respectively, under the share repurchase program.

The authorization permits the Company to make purchases of its common stock from time to time in the open market or privately negotiated transactions, and pursuant to pre-set trading plans meeting the requirements of all applicable securities laws and regulations.

No additional shares were repurchased in fiscal years 2024 and 2025.

The share repurchase authorization expired on January 3, 2026, and had remaining capacity of $ 50 million.

Effective March 2, 2026, the Board authorized the Company to repurchase up to $ 50 million aggregate amount of shares of the Company’s common stock until December 28, 2030.

requirements of all applicable securities laws and regulations.

The timing and amounts of any such repurchases will depend on a variety of factors, including the market price of the Company’s shares, general market and economic conditions, legal requirements and tax implications.

The Company expects to fund the share repurchases using cash on hand.

Repurchased shares are reflected in Treasury stock on the Consolidated Balance Sheets.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was enacted in response to the COVID-19 pandemic.

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The Company recognizes government grants for which there is a reasonable assurance of compliance with grant conditions and receipt of credits.

Amounts receivable under the CARES Act were $ 9.0 million as of December 28, 2024 and December 30, 2023.

Credits recognized under the CARES Act offset deferred payroll taxes that would otherwise be payable as of January 1, 2022.

In addition to the CARES Act, the Consolidated Appropriations Act, 2021, H.R.

133 was signed into law on December 27, 2020 and, among other things, allows for 100% deductibility of meals and entertainment expenses for the tax years ended 2022 and 2021.

In 2023, the deductibility was reduced to 50% of meals and 0% of entertainment expenses.

Amounts receivable under the CARES Act were $ 9.0 million as of January 3, 2026 and December 28, 2024.

Credits recognized under the CARES Act offset deferred payroll taxes that would otherwise have been payable as of January 1, 2022.

In January 2026, subsequent to the balance sheet date, the Company received the full payment of these CARES Act credits.

Cash and Cash Equivalents

Cash consists of currency and demand deposits with financial institutions and money market funds.

We consider all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents.

We also review cash balances on a bank by bank basis to identify book overdrafts.

Book overdrafts occur when the amount of outstanding checks exceed the cash deposited at a bank.

We reclassify book overdrafts, if any, to Accounts payable in the accompanying Consolidated Balance Sheets.

Cash and cash equivalents include cash on hand, demand deposits, and highly liquid investments with original maturities of three months or less at the date of purchase.

Substantially all our cash and cash equivalents are held at a limited number of financial institutions and may exceed federally insured limits.

Accounts Receivable, Net

Accounts receivable associated with revenues consist primarily of trade receivables and credit card receivables.

Accounts receivable associated with revenues consist primarily of trade receivables, which include credit card receivables from credit card companies.

Trade receivables consist primarily of receivables from managed care payors.

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Accounts receivable are written off after all collection attempts have been exhausted.

Credit loss expense recognized on our receivables, which is presented in SG&A expenses in the Company’s Consolidated Statements of Operations, was approximately $ 0.4 million, $ 0.6 million and $ 0.8 million for the fiscal years 2024, 2023 and 2022, respectively.

Credit loss expense recognized on our receivables, which is presented in Selling, general and administrative expenses (“SG&A”) in the Company’s Consolidated Statements of Operations, was approximately $ 1.0 million, $ 0.4 million and $ 0.6 million for the fiscal years 2025, 2024 and 2023, respectively.

The cost of inventory is determined using the weighted average cost method.

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Manufactured inventories are valued using absorption accounting which includes material, labor, other variable costs and other applicable manufacturing overhead.

Inventory values are adjusted for estimated obsolescence and written down to NRV based on estimates of current and anticipated demand, customer preference, merchandise age, planned promotional activities, contact lens vendor return acceptance activity, and estimates of future retail sales prices.

Inventory values are adjusted for estimated obsolescence and written down to NRV based on estimates of current and anticipated demand, customer preference, and merchandise age.

Shrinkage is estimated and recorded throughout the period in costs applicable to revenue based on historical results and current inventory levels.

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Costs incurred during the preliminary project or the post-implementation stages of the project are expensed as incurred.

Implementation costs are included in Other assets in our Consolidated Balance Sheets.

Amortization of capitalized implementation costs is included in Selling, general and administrative expenses in the Consolidated Statements of Operations and Comprehensive (Loss) Income.

Capitalized implementation costs are included in Other assets in our Consolidated Balance Sheets.

Amortization of capitalized implementation costs is included in SG&A in the Consolidated Statements of Operations and Comprehensive (Loss) Income.

Goodwill and Intangible Assets

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We consider each of our operating segments to be reporting units.

We estimate the fair value of our reporting units using the income approach, which is based on a discounted cash flow analysis and involves estimating after-tax cash flows that are discounted using a weighted average cost of capital that considers both market risk and company-specific risk.

We estimate the fair value of our reporting units using a combination of income and market approaches.

The income approach is based on a discounted cash flow analysis and involves estimating after-tax cash flows that are discounted using a weighted average cost of capital that considers both market risk and company-specific risk.

The cash flows used in the analysis are based on financial forecasts developed internally by management and require significant judgment.

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These assumptions are sensitive to future changes in the business profitability, changes in our business strategy and external market conditions, among other factors.

A decrease to the

long-term revenue growth rate assumption or an increase to the expense growth rate assumptions could require us to record goodwill impairment charges.

A decrease to the long-term revenue growth rate assumption or an increase to the expense growth rate assumptions could require us to record goodwill impairment charges.

The market approach estimates fair value using market‑based multiples for comparable companies and requires significant management judgment.

Changes to the comparable company set or selected market‑based inputs can materially affect the estimated fair value of our reporting units.

Both the income and market approaches incorporate entity‑specific inputs (Level 3) and observable market information (Level 2) within the fair value hierarchy.

We use the relief-from-royalty method to estimate fair value of our trademarks and trade names, which involves estimating a royalty rate based on comparable licensing arrangements, applying that rate to the revenue projections for the subject asset, and then estimating fair value using a discounted cash flow analysis;

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We record an impairment charge as the excess of carrying value over estimated fair value.

Finite-lived, amortizing intangible assets primarily consist of our Fred Meyer contracts and relationship.

Finite-lived, amortizing intangible assets consist of our Fred Meyer contracts and relationship.

We amortize finite-lived intangible assets on a straight-line basis over their estimated useful lives.

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If the projected net undiscounted cash flows are less than the carrying value of the related assets, we then measure impairment based on a discounted cash flow model and record an impairment charge as the excess of carrying value over estimated fair value.

“Discontinued Operations”, Note 5.

“Goodwill and Intangible Assets”, and Note 12.

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In the second quarter of fiscal year 2023, we completed an investment in an entity specializing in applying artificial intelligence-powered screening and diagnostic tools to retinal imaging.

During fiscal year 2024 and 2023, we invested $ 1.5 million and $ 1.8 million, respectively.

During fiscal years 2024 and 2023, we invested $ 1.5 million and $ 1.8 million, respectively.

The investment is valued at cost.

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The investments are recognized in Other assets in the Consolidated Balance Sheets and in Other in the investing section of the Consolidated Statements of Cash Flows for fiscal years fiscal years 2025, 2024 and 2023.

Refer to Note 11.

“Fair Value Measurement” for more information on the promissory note.

We previously had an investment in an entity that was acquired by a third party in fiscal year 2021.

We received $ 2.7 million in fiscal year 2022 related to an earnout associated with the sale.

These proceeds were reflected in Other expense (income), net on the Consolidated Statements of Operations and Comprehensive (Loss) Income and in Other in the investing section of the Consolidated Statements of Cash Flows.

In the fourth quarter of fiscal year 2025, the investee entered into an agreement and plan of merger pursuant to which it will be acquired by the Company’s co-preferred investor in the entity.

In connection with the sale, the Company anticipates receiving full repayment in cash of its capital and promissory note investment balances, and no gain or loss is expected to be recognized.

Refer to No te 12.

“Fair Value Measurement ” for more information on the investments in this entity.

Fair Value Measurement of Assets and Liabilities

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We record self-insurance liabilities based on claims filed, including the development of those claims and an estimate of claims incurred but not yet reported.

Should a different amount of claims occur compared to what was estimated, or costs of the claims increase or decrease beyond what was anticipated, liabilities may need to be adjusted

Should a different amount of claims occur compared to what was estimated, or costs of the claims increase or decrease beyond what was anticipated, liabilities may need to be adjusted accordingly.

We periodically update our estimates and record such adjustments in the period in which such determination is made.

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In thousands Balance Sheet Classification As of

December 28, 2024 As of

January 3, 2026 As of

December 28, 2024

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Derivative Financial Instruments

The Company has used interest rate derivatives to manage the exposure of its Term Secured Overnight Financing Rate (“Term SOFR”)-based debt to fluctuations in interest rates.

The Company uses interest rate derivatives to manage the exposure of its Term Secured Overnight Financing Rate (“Term SOFR”)-based debt to fluctuations in interest rates.

If our derivatives are designated as cash flow hedges, we formally document our hedge relationships, including identification of the hedging instruments and the hedged items, as well as our risk management objectives and strategies for undertaking the hedge transactions.

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We do not hold or enter into financial instruments for trading or speculative purposes.

The gain or loss res ulting from fair value adjustments for highly effective cash flow hedges is recorded in Accumulated other comprehensive loss (“AOCL”) in the accompanying Consolidated Balance Sheets until the hedged item is recognized as Interest expense, net in the Consolidated Statements of Operations.

The gain or loss resulting from fair value adjustments for highly effective cash flow hedges is recorded in Accumulated other comprehensive loss (“AOCL”) in the accompanying Consolidated Balance Sheets until the hedged item is recognized as Interest expense, net in the Consolidated Statements of Operations.

The gain or loss resulting from fair value adjustments of derivatives not deemed to be highly effective cash flow hedges is recognized in Interest expense, net immediately.

We perform periodic assessments of the effectiveness of our derivative contracts designated as hedges, if applicable.

We perform assessments of the effectiveness of our derivative contracts designated as hedges on a quarterly basis at a minimum and may perform the assessment more often, if deemed applicable.

To manage credit risk associated with our interest rate hedging program, we select as counterparties major financial institutions with investment grade credit ratings.

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The interest rate collar matured on July 18, 2024.

On December 23, 2025, we entered into an interest rate swap that fixed the variable benchmark component (SOFR) on $ 100 million of variable rate debt through May 2027.

“Interest Rate Derivatives” for further details.

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AOCL is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources.

Accumulated other comprehensive loss, net of income tax, is entirely composed of the cumulative unrealized loss on our previously effective hedging instruments.

Accumulated other comprehensive loss, net of income tax, is entirely composed of the cumulative unrealized loss on our hedging instruments.

“Accumulated Other Comprehensive Loss” for details of reclassifications out of AOCL.

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warranties) and HMO vision plan fees.

At our America’s Best brand, our signature offer is two pairs of eyeglasses and a free eye exam for one low price (“two-pair offer”).

The majority of our revenues are recognized at a point in time, either at the point of sale or upon delivery and customer acceptance.

Consideration is generally paid at the time of sale in cash, credit card, or on account with managed care payors, which typically have payment terms between 14 and 120 days, with most paying within 60 days.

Point in time revenues include retail sales of prescription and non-prescription eyewear, contact lenses, and related accessories to retail customers (including those covered by managed care), as well as stand-alone eye exams.

Revenues recognized over time primarily include product protection plans (i.e.

warranties) and eye care club memberships.

At our America’s Best brand, our signature offer is an eye exam plus two pairs of eyeglasses for one great price (“two-pair offer”).

Since an eye exam is a key component in the ability for acceptable prescription eyewear to be delivered to a customer, we concluded that the eye exam service, while capable of being distinct from the eyeglass product delivery, was not distinct in the context of the two-pair offer.

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Amounts we collect in advance for undelivered merchandise are reported as Unearned revenue in the accompanying Consolidated Balance Sheets.

Unearned revenue at the end of a reporting period is estimated based on processing and delivery times throughout the current month which generally range from approximately seven to 10 days;

Unearned revenue at the end of a reporting period is estimated based on processing and delivery times throughout the current month which generally within two weeks;

all unearned revenue at the end of a reporting period is recognized in the next fiscal period.

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An increasing percentage of our customers receive vision insurance coverage through managed care payors.

These payors represent an increasingly significant portion of our overall revenues and our revenue growth and represented approximately 40 % of our revenues from continuing operations in fiscal year 2024.

The managed care business represents an increasingly significant portion of our overall revenues and our revenue growth and represented 42 % of our revenues from continuing operations in fiscal 2025.

We record reductions in revenue for estimated price concessions granted to managed care providers.

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As a component of the Company’s procurement program, the Company frequently enters into contracts with its vendors that provide for payments of rebates or other allowances.

These vendor payments are reflected when earned or as progress is made toward earning the rebate or allowance and, depending on the terms of the agreement with the vendor, are treated as a reduction of the carrying value of the inventory and a resultant reduction of cost of products.

Rebates that have been earned but not yet received are recognized as an increase to Accounts receivable, net or a reduction to Accounts payable, depending on the nature of the agreement with the vendor, until the payment has been received.

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SG&A includes store associate (including optician) payroll, taxes and benefits, occupancy and other store expenses, advertising and promotion, field services, and corporate support.

Advertising and promotion costs, including online marketing arrangements, newspaper, direct mail, television and radio, are recorded in SG&A and expensed at the time the advertising first occurs.

Advertising and promotion costs, including online marketing arrangements, direct mail, television and radio, are recorded in SG&A and expensed at the time the advertising first occurs.

Production costs of future media advertising and related promotional campaigns are deferred until the advertising events occur.

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Advertising expenses were $ 138.8 million, $ 138.6 million and $ 137.2 million for fiscal years 2025, 2024 and 2023, respectively.

Severance benefits

During fiscal years 2025, 2024 and 2023, we recognized $ 3.6 million, $ 0.1 million and $ 1.8 million, respectively, in SG&A in the Consolidated Statements of Operations and Comprehensive (Loss) Income, in the corporate and other category, related to termination benefits for certain associates;

these charges were recognized in accordance with Financial Accounting Standards Board (“FASB”) guidance on employers’ accounting for post-employment benefits and guidance on accounting for costs associated with exit or disposal activities, as appropriate.

We lease our stores, distribution center, corporate offices, and most of our laboratories.

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For Vista Optical locations in Fred Meyer stores, we pay the greater of fixed rent or a percentage of sales after certain minimum thresholds are achieved.

The Company’s leases generally require us to pay insurance, real estate taxes and common area maintenance expenses,

substantially all of which are variable and not included in the measurement of the lease liability.

The Company’s leases generally

require us to pay insurance, real estate taxes and common area maintenance expenses, substantially all of which are variable and not included in the measurement of the lease liability.

Our lease arrangements frequently include tenant improvement allowances (“TIAs”), which are contractual amounts received or receivable from a lessor for improvements made to leased properties by the Company.

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Factors incorporated into the calculation of the lease incremental borrowing rate include lease term, borrowing rates on the Company’s long-term debt, Term SOFR margins for issuers of similar credit rating to NVI and effect of collateralization.

For finance leases, a lease ROU asset is recorded as property and equipment and corresponding amounts are recorded as finance lease debt obligations at the net present value of the minimum lease payments to be made over the lease term for new finance leases.

For finance leases, the related ROU assets are recorded within Property and equipment, net on the Consolidated Balance Sheets.

The corresponding finance lease obligations are recorded within Current maturities of long-term debt and finance lease obligations for the current portion and within Long-term debt and finance lease obligations, less current portion and debt discount for the noncurrent portion on the Consolidated Balance Sheets.

Finance lease obligations are measured at the present value of lease payments due over the lease term at lease commencement.

Stock-Based Compensation

We measure stock-based compensation cost, which consists of grants of stock options, performance stock units (“PSUs”), and restricted stock units (“RSUs”), to associates and non-employee directors, based on the estimated grant date fair value of the awards.

We recognize compensation expense for all awards containing only a service requirement over the requisite service period using a straight-line recognition method.

Our PSUs contain both a service requirement and a performance requirement.

We recognize expense for the proportionate share of the total fair value of PSUs related to the vesting period that has already lapsed for the shares expected to vest, which expectation is based on an evaluation of expected performance against predefined performance criteria and may also result in reversals of expense.

The remaining fair value of the shares expected to vest is expensed on a straight-line basis over the balance of the vesting period.

We recognize compensation expense for all awards containing a service requirement over the requisite service period using a straight-line recognition method.

PSUs granted by the Company contain vesting conditions based on either performance or market conditions, in addition to a service requirement.

For PSUs with performance conditions, we record compensation expense based on the portion of the award’s total fair value attributable to the service period already completed.

The recognized expense is based on the number of units expected to vest, which is estimated by assessing expected performance against our defined metrics, which include Adjusted Operating Income and return on invested capital.

These estimates may change over time and may result in reversals of previously recognized expense.

For PSUs with market conditions, vesting is based on relative total shareholder return compared to a defined peer group.

The fair value of these awards is estimated using the Monte Carlo simulation model and compensation expense is recognized based on the fair value on a straight-line basis over the requisite service period and is not adjusted for subsequent changes in actual or expected performance.

We account for forfeitures as they occur.

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We assess non-store, long-lived assets, including capitalized software costs in use or under development, for impairment if events or changes in circumstances indicate that the carrying value of those assets may not be recoverable.

Store fleet review

During fiscal year 2024, we completed a comprehensive store fleet review and decided on actions to address identified stores.

As a result of this review, we announced plans to close 39 stores and convert four Eyeglass Word stores into America’s Best stores.

As of December 28, 2024, 12 of these locations were closed and four Eyeglass Word stores were converted into America’s Best stores.

Total costs incurred as a result of the store fleet review were immaterial for fiscal year 2024 due to severance and other charges being offset by non-cash gains related to remeasurements of store leases.

Substantially all of the costs were recognized in Selling, general and administrative expenses in the Consolidated Statements of Operations and Comprehensive (Loss) Income.

During fiscal year 2024, we recognized $ 10.5 million of non-cash intangible asset impairment and $ 4.3 million of non-cash tangible long-lived and ROU asset impairment related to the stores we planned to close as part of the store fleet review.

Both charges were recognized in Asset impairment in the Consolidated Statements of Operations and Comprehensive (Loss) Income.

Refer to Note 5.

Goodwill and Intangible Assets and Note 11.

“Fair Value Measurement” for additional information on the impairment charges.

All costs incurred related to the store fleet review were recognized in the corporate and other category.

Liabilities related to this plan are recorded in Other payables and accrued expenses in the Consolidated Balance Sheets.

Discontinued Operations

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Discontinued Operations,” a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results.

In the period in which the component meets held-for-sale or discontinued operations criteria, the major current assets, non-current assets, current liabilities, and non-current liabilities shall be reported as components of total assets and liabilities separate from those balances of the continuing operations.

Our operations related to Walmart, including our former Legacy reportable segment, as well as the majority of our AC Lens operations, met the requirements to be classified as discontinued operations.

In the period in which the component meets held-for-sale or discontinued operations criteria, the major current assets, non-

current assets, current liabilities, and non-current liabilities shall be reported as components of total assets and liabilities separate from those balances of the continuing operations.

Our operations related to Walmart Inc.

(“Walmart”), including our former Legacy reportable segment (“Legacy”), as well as the majority of our AC Lens operations, met the requirements to be classified as discontinued operations.

Accordingly, we classified the results of these operations as discontinued operations in the Consolidated Statements of Operations and Comprehensive (Loss) Income for all periods presented.

The results of all discontinued operations, less applicable income taxes, are reported as components of net income separate from the net income of continuing operations, and certain assets and liabilities associated with these operations were classified as assets and liabilities of discontinued operations in the Consolidated Balance Sheets for the periods presented.

There was no discontinued operations activity in fiscal year 2025.

There were no discontinued operations assets or liabilities as of December 28, 2024 and January 3, 2026.

Additionally, the cash flows and comprehensive (loss) income of discontinued operations have not been segregated and are included in the Consolidated Statements of Cash Flows and Consolidated Statements of Operations and Comprehensive (Loss) Income, respectively, for all periods presented.

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Adoption of New Accounting Pronouncements

Segment reporting.

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

This update provides, among other things, enhanced segment disclosure requirements including disclosures about significant segment expenses.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years

beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements.

The Company adopted this guidance in the fourth quarter of fiscal year 2024 and has provided the applicable disclosures in.

“Segment Reporting.”

Future Adoption of Accounting Pronouncements

Income taxes.

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ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and for interim periods within fiscal years beginning after December 15, 2025.

The Company is currently evaluating the impact of the guidance on the consolidated financial statements and disclosures.

The Company adopted this guidance retrospectively in the fourth quarter of fiscal year 2025 and has provided the applicable disclosures in Note 7.

“Income Taxes.”

Future Adoption of Accounting Pronouncements

Expense Disaggregation Disclosures.

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The Company is currently evaluating the impact of the guidance on the consolidated financial statements and disclosures.

Induced Conversions of Convertible Debt Instruments.

In November 2024, FASB issued ASU 2024-04, Debt-Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion or extinguishment of convertible debt.

This guidance is effective for fiscal years beginning after December 15, 2025, and interim periods within those annual reporting periods, with early and retrospective adoption permitted.

Credit Losses for Accounts Receivable and Contract Assets .

In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets .

This update provides a practical expedient which allows an entity to assume that, for purposes of estimating expected credit losses related to an asset, current conditions as of a balance sheet date do not change for the remaining life of the asset.

This guidance is effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted.

The Company is currently evaluating the impact of the guidance on the consolidated financial statements and disclosures.

Derivatives and Hedging.

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815), to more closely align financial reporting with the economics of an entity’s risk management activities.

The effective date for this standard is for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years.

Early adoption is permitted.

The amendments in this ASU should be applied prospectively with an option to adopt the amendments for hedging relationships existing as of the date of adoption.

The Company is currently evaluating the impact of the guidance on the consolidated financial statements and disclosures.

Intangibles - Internal-Use Software .

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other Internal-Use Software (Subtopic 350-40) , which updates the accounting guidance for internal-use software costs.

The amendments remove references to software development project stages and align the guidance with current software development practices.

The standard is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted.

The Company is currently evaluating the impact of the guidance on the consolidated financial statements and disclosures.

Interim Reporting.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements (“ASU 2025-11”).

The update provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period.

The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application.

The Company is currently evaluating the impact of the guidance on the consolidated financial statements and disclosures.

The FASB issued other accounting guidance during fiscal year 2025 that is not currently applicable or expected to have a material impact on the Company’s financial statements, and therefore, is not described above.

Discontinued Operations

On July 20, 2023, the Company received a notice of non-renewal from Walmart of the Management & Services Agreement by and between NVI and Walmart, dated as of May 1, 2012 (as amended, supplemented or otherwise modified from time to time, the “Walmart MSA”).

In accordance with the terms of the Walmart MSA and the notice, the agreement terminated as of February 23, 2024 (the “Termination Date”).

In connection with the termination of the Walmart MSA, the Amended and Restated Supplier Agreement between NVI and Walmart, dated as of January 17, 2017;

the agreement between FirstSight Vision Services, Inc.

(“FirstSight”), a wholly-owned subsidiary of the Company, and Walmart, which arranged for the provision by FirstSight of optometric services at optometric offices next to certain Walmart stores throughout California;

and certain other related agreements also terminated as of the Termination Date.

The Walmart MSA includes provisions governing the transition period and post-termination obligations of the parties.

AC Lens delivered notices of non-renewal of the agreements it has with Walmart and its affiliate Sam’s Club regarding wholesale contact lenses distribution and related services, such that these agreements terminated during the three months ended June 29, 2024, and the Company wound down the majority of AC Lens operations, including the closure of its Ohio distribution center, which largely supported the wholesale distribution and e-commerce contact lens services that the Company provided to Walmart and Sam’s Club.

We determined that the various terminations of agreements described above as well as the subsequent decision to consolidate our distribution network and close the distribution center in Ohio constituted triggering events, and accordingly, we recognized impairment charges during the year ended December 30, 2023, consisting primarily of goodwill impairment of our former Legacy segment.

During fiscal year 2024 and 2023, we recorded $ 4.4 million and $ 5.2 million, respectively, of net expense associated with the termination of the Walmart MSA and wind down of AC Lens, which consisted of employee compensation benefits, early termination fees, and other exit related costs.

As a result of the termination of various agreements with Walmart and the wind down of AC Lens operations in fiscal year 2024, our former Legacy reportable segment and certain other results previously included in corporate and other as well as related effects of unearned and deferred revenue, met the criteria to be presented as discontinued operations.

Accordingly, the assets and liabilities and results of operations of the discontinued operations have been presented in the tables below.

There was no discontinued operations activity in fiscal year 2025.

There were no discontinued operations assets or liabilities as of December 28, 2024 and January 3, 2026.

During fiscal years 2024 and 2023, we recorded $ 4.4 million and $ 5.2 million, respectively, of net expense associated with the aforementioned termination and consolidation activities, which consisted of employee compensation benefits, early termination fees, and other exit related costs.

These charges were recorded in both Selling, general, and administrative expenses and Costs applicable to revenue for discontinued operations.

The plan has been substantially completed and we do not anticipate additional material costs related to this plan.

As a result of the termination of the Walmart MSA and wind down of AC Lens operations, our former Legacy reportable segment and certain other results previously included in corporate and other as well as related effects of unearned and deferred revenue, met the criteria to be presented as discontinued operations.

Accordingly, the assets and liabilities and results of operations of the discontinued operations have been presented in the tables below.

Refer to Note 3.

“Details of Cost Savings Plan” for more information on the cost savings plan related to our continuing operations.

Major classes of assets and liabilities related to discontinued operations are presented in the table below.

We have retained working capital and deferred tax balances related to discontinued operations;

consequently, these items are not part of the disposal group.

December 28, 2024 As of

December 30, 2023

Noncurrent assets:

Property and equipment, net

Right of use assets

Other intangible assets, net — 99

Total noncurrent assets of discontinued operations

Current liabilities:

Current operating lease obligations $ — $ 302

Total current liabilities of discontinued operations

The following table presents income (loss) from discontinued operations, net of tax:

Fiscal Year 2024 Fiscal Year 2023 Fiscal Year 2022

In thousands Fiscal Year 2024 Fiscal Year 2023

Net product sales $ 126,960 $ 320,907

$ 126,960 $ 320,907 $ 308,013

Net sales of services and plans 4,513 49,190

4,513 49,190 52,716

Total net revenue 131,473 370,097

131,473 370,097 360,729

Costs applicable to revenue (exclusive of depreciation and amortization):

109,637 240,578 234,257

Products 109,637 240,578

Services and plans 2,585 25,677

2,585 25,677 23,665

Total costs applicable to revenue 112,222 266,255

112,222 266,255 257,922

Operating expenses:

Selling, general and administrative expenses 21,851 87,126

21,851 87,126 82,746

Depreciation and amortization 1,331 8,378

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Other expense (income), net ( 87 ) ( 60 )

( 87 ) ( 60 ) 2

Total operating expenses 23,343 175,158

Earnings (loss) from discontinued operations before income taxes ( 4,092 ) ( 71,316 )

( 4,092 ) ( 71,316 ) 8,509

Income tax provision (benefit) from discontinued operations ( 2,758 ) ( 1,869 )

( 2,758 ) ( 1,869 ) 3,146

Income (loss) from discontinued operations, net of tax $ ( 1,334 ) $ ( 69,447 )

$ ( 1,334 ) $ ( 69,447 ) $ 5,363

The following table presents significant non-cash items and cash flows from investing activities related to discontinued operations:

Fiscal Year 2024 Fiscal Year 2023 Fiscal Year 2022

Fiscal Year 2024 Fiscal Year 2023

Adjustments to reconcile net income to net cash provided by operating activities:

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Other $ 1,738 $ —

Details of Cost Savings Plan

In connection with the discontinued operations, the Company implemented a cost savings plan that included optimizing non-customer facing labor costs, as well as reducing travel expenses and third-party spend.

We have incurred $ 1.9 million since the inception of the cost savings plan, which is included within our continuing operations results.

The plan has been substantially completed and we do not anticipate additional material costs related to this plan.

The liability related to this plan is recorded in Other payables and accrued expenses in the Consolidated Balance Sheets, and the remaining payments related to this liability were made after December 28, 2024.

This disclosure excludes the impact of the Walmart partnership termination and wind down of AC Lens operations, which are currently presented under discontinued operations.

Employee Compensation Benefits

Balance at December 30, 2023

Expenses recognized during the period

Payments during the period

Balance at December 28, 2024

Employee compensation benefits

During fiscal year 2024 and 2023, we recognized $ 0.1 million and $ 1.8 million, respectively, in Selling, general and administrative expenses in the Consolidated Statements of Operations and Comprehensive (Loss) Income, in the corporate and other category, related to termination benefits for certain associates;

these charges were recognized in accordance with FASB guidance on employers’ accounting for post-employment benefits and guidance on accounting for costs associated with exit or disposal activities, as appropriate.

Details of Certain Balance Sheet Accounts

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1,594 1,289 1,131

$ 40,302 $ 75,237 $ 151,027

The following tables provide additional details of certain balance sheet accounts as of the dates shown below:

In thousands As of

December 28, 2024 As of

January 3, 2026 As of

December 28, 2024

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Trade receivables $ 42,563 $ 36,208

Credit card receivables 17,431 27,905

Other receivables (1)

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$ 57,322 $ 49,938

(1) Includes CARES Act receivable in the amount of $ 9.0 million and $ 9.0 million as of December 28, 2024 and December 30, 2023, respectively.

(1) Includes CARES Act receivable in the amount of $ 9.0 million and $ 9.0 million as of January 3, 2026 and December 28, 2024, respectively.

In January 2026, subsequent to the balance sheet date, the Company received the full payment of these receivables.

In thousands As of

December 28, 2024 As of

January 3, 2026 As of

December 28, 2024

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In thousands As of

December 28, 2024 As of

January 3, 2026 As of

December 28, 2024

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In thousands As of

December 28, 2024 As of

January 3, 2026 As of

December 28, 2024

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Reserves for customer returns and remakes 5,489 4,840

Payable to Walmart

Income tax payable 556 3,641

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Litigation settlements 293 4,950

Other 22,976 16,719

23,080 22,976

$ 109,674 $ 109,036

(1) Primarily includes accrued patient liability refunds, professional fees, and cloud hosted software costs

In thousands As of

December 28, 2024 As of

January 3, 2026 As of

December 28, 2024

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The gross carrying amount and accumulated impairment of the Company’s goodwill balances for 2025 and 2024 are as follows:

December 28, 2024 As of

January 3, 2026 As of

December 28, 2024

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Owned & Host Segment (1)

$ 739,238 $ ( 38,596 ) $ 736,901 $ ( 38,596 )

(1) The Company acquired $ 2.3 million of additional goodwill during fiscal year 2025 upon transition of select Eyeglass World stores from a sublease model to a Company owned model.

The Owned & Host Segment’s goodwill contains $ 606.5 million related to America’s Best and $ 94.1 million related to Eyeglass World.

Accumulated goodwill impairment relates to our Eyeglass World, Fred Meyer and Military reporting units.

We tested the Eyeglass World goodwill for impairment as of September 29, 2024 as part of our annual goodwill impairment testing process and recognized an impairment of $ 19.2 million in fiscal 2024.

The impairment of Eyeglass World goodwill was due primarily to reduced projections of future growth and profitability.

In fiscal year 2024, we tested Eyeglass World goodwill for recoverability due to reduced projections of future growth and profitability and we recognized an impairment of $ 19.2 million of Eyeglass World goodwill.

Refer to Note 1.

“Business and Significant Accounting Policies” and Note 12.

“Fair Value Measurement” for more information on the goodwill impairment charge.

“Fair Value Measurement” for more information on goodwill impairment.

Indefinite-lived intangible assets by major asset class are as follows:

In thousands As of

December 28, 2024 As of

January 3, 2026 As of

December 28, 2024

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Finite-lived, amortizing intangible assets by major asset class are as shown in the following table.

We remove assets from the table below once they are fully amortized.

As of December 28, 2024 As of December 30, 2023

As of January 3, 2026 As of December 28, 2024

In thousands Gross Carrying

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Amortization Remaining Life

Contracts and relationships:

Fred Meyer contracts and relationships

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$ 8,551 $ ( 997 ) $ 8,551 $ ( 282 )

(1) The gross carrying amount shown for this asset as of December 28, 2024 reflects the fair value as of the impairment testing date.

We extended our relationship with Fred Meyer in fiscal year 2022.

We tested the Fred Meyer contract and relationship intangible asset for recoverability as of September 28, 2024 due to the decision to close certain Fred Meyer stores as part of our store fleet review in the current period and recognized an impairment of $ 10.5 million in fiscal 2024.

Refer to Note 1.

“Business and Significant Accounting Policies” and Note 11.

“Fair Value Measurement” for more information on the store fleet review and the impairment charge, respectively.

We intend to maintain our intangible assets.

In the third quarter of 2024, we recorded $ 10.5 million impairment related to the Fred Meyer contract and relationship intangible asset due to the decision to close certain Fred Meyer stores as part of our store fleet review in fiscal year 2024.

We intend to maintain our Fred Meyer contracts and relationships intangible asset.

We amortized $ 0.7 million, $ 1.4 million, and $ 1.6 million in 2025, 2024, and 2023, respectively.

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In thousands As of

December 28, 2024 As of

January 3, 2026 As of

December 28, 2024

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Term Loan A, due June 13, 2028 237,625 254,188

254,188 146,250

Revolving Loans, due June 13, 2028

Debt before unamortized discount and issuance costs 237,625 338,962

338,962 448,747

Unamortized discount and issuance costs - 2025 Notes — ( 191 )

Unamortized discount and issuance costs - Term Loan A ( 1,137 ) ( 1,602 )

( 1,602 ) ( 1,066 )

Debt less debt discount and issuance costs 236,488 337,169

337,169 445,184

Less current maturities ( 13,250 ) ( 98,024 )

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Long-term debt and finance lease obligations, less current portion, discount, and issuance costs $ 229,327 $ 248,610

$ 248,610 $ 450,771

In May 2020, we completed the issuance of $ 402.5 million in aggregate principal amount of 2.50 % convertible senior notes due on May 15, 2025 (the “2025 Notes”), pursuant to an indenture between the Company and U.S.

Bank, dated as of May 12, 2020 (the “Indenture”).

The 2025 Notes were sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).

The 2025 Notes pay interest semi-annually in arrears on May 15 and November 15 of each year, commencing on November 15, 2020, at an annual rate of 2.50 %.

We received proceeds from the offering of $ 390.9 million, net of $ 11.6 million in underwriter fees and other issuance costs.

We used $ 294.3 million of the net proceeds from the offering to repay all outstanding amounts under the revolving credit facility and $ 75.0 million to partially repay the first lien term loan in an aggregate principal amount of $ 420.0 million (the “term loan”).

The remainder of the net proceeds are being used for general corporate purposes.

Prior to February 15, 2025, the 2025 Notes were convertible at the option of the holders only under certain circumstances, which were not attained:

(i) during any calendar quarter commencing after the calendar quarter ending on September 30, 2020 (and only during such calendar quarter), if the Last Reported Sale Price (as defined in the Indenture) per share of the Company’s common stock exceeded 130 % of the Conversion Price (as defined in the Indenture) for each of at least 20 Trading Days (as defined in the Indenture), whether or not consecutive, during the 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter;

(ii) during the five consecutive business days immediately after any ten consecutive Trading Day period (such ten consecutive trading day period, the “measurement period”) in which the Trading Price (as defined in the Indenture) per $ 1,000 principal amount of the 2025 Notes for each Trading Day of the measurement period was less than 98 % of the product of the Last Reported Sale Price per share of the Company’s common stock on such Trading Day and the conversion rate (as described below) on such Trading Day;

(iii) upon the occurrence of certain corporate events or distributions on the Company’s common stock, as described in the Indenture.

On or after February 15, 2025, until 5:00 p.m., New York City time, on the second Scheduled Trading Day (as defined in the Indenture) immediately before the maturity date, the 2025 Notes are convertible at the option of the holders at any time, into cash up to the amount of $1,000, with any excess amount convertible into shares, based on the applicable conversion rate at such time.

The 2025 Notes were initially convertible at a conversion rate of 32.0783 shares of common stock per $1,000 principal amount of 2025 Notes, which is equivalent to an initial conversion price of approximately $ 31.17 per share of common stock.

The conversion rate will be subject to adjustment upon the occurrence of certain specified events including, but not limited to:

issuance of stock dividends, splits and combinations;

distribution of rights, options and warrants;

spin-offs and other distributed property;

cash dividends or distributions;

tender offers or exchange offers;

and certain other corporate transactions.

Based on the initial conversion rate, the 2025 Notes were convertible into 12.9 million shares of our common stock and we reserved for the possible issuance of 16.5 million shares, which is the maximum amount that could be issued upon conversion.

As of December 28, 2024, the 2025 Notes were convertible into 2.7 million shares of our common stock and a maximum of 3.5 million shares of our common stock.

“Earnings Per Share” for the treatment of earnings per share in relation to the 2025 Notes.

The holders of our term loan would have preference over the holders of the 2025 Notes in the event of a liquidation.

On November 14, 2023, the Company repurchased $ 100.0 million aggregate principal amount of the 2025 Notes for an aggregate cash repurchase price of $ 99.3 million.

The repurchase of the 2025 Notes was accounted for as an extinguishment of debt and resulted in a loss on extinguishment of debt of $ 0.6 million on its Consolidated Statement of Operations during fiscal year ended December 30, 2023, which includes a write-off of related deferred issuance costs of $ 0.9 million and third-party fees of $ 0.4 million.

Our effective interest rate remained at 3.2 % as of December 28, 2024.

An immaterial amount of the principal balance of the 2025 Notes was converted during fiscal year 2022.

On August 12, 2024, the Company repurchased $ 217.7 million aggregate principal amount of the 2025 Notes for an aggregate cash repurchase price of $ 215.0 million plus accrued and unpaid interest on such notes.

The repurchase was accounted for as an extinguishment of debt and resulted in an extinguishment gain of $ 0.9 million on the Company’s Consolidated Statements of Operations during the twelve months ended December 28, 2024, which includes a write-off of related deferred issuance costs of $ 1.0 million and immediate recognition of third party-fees of $ 0.8 million.

The 2025 Notes mature on May 15, 2025, and due to the upcoming maturity the outstanding principal balance of $ 84.8 million is reflected as a current liability in the accompanying Consolidated Balance Sheets as of December 28, 2024.

As of December 28, 2024, the Company has $ 293.6 million of availability under its revolving credit facility, in addition to $ 73.9 million of cash on hand, which provides the Company with sufficient liquidity to repay the remaining balance of the 2025 Notes as they become due.

After giving effect to the repurchases, $ 84.8 million principal amount remains outstanding from an initial issued principal balance of $ 402.5 million.

In May 2020, we completed the issuance of $ 402.5 million in aggregate principal amount of 2.50 % convertible senior notes due on May 15, 2025 (the “2025 Notes”).

The Company recognized an extinguishment loss of $ 0.6 million related to $ 100 million aggregate principal repurchases in fiscal year 2023.

The Company recognized an extinguishment gain of $ 0.9 million related to $ 217.7 million aggregate principal repurchases in fiscal year 2024.

During fiscal year 2025, the Company fully repaid the remaining outstanding balance.

We recognized the following in Interest expense, net related to the 2025 Notes:

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Amortization of issuance costs $ 191 $ 1,282 $ 2,293

As of December 28, 2024, the remaining period for the unamortized debt issuance costs balance related to the 2025 Notes was less than one year .

Credit Agreement

Reference is made to (i) that certain Second Joinder and Restatement Agreement, dated as of June 13, 2023 (the “Second Restatement Agreement”), by and among the New Lenders party thereto, the Letter of Credit Issuers party thereto, Nautilus Acquisition Holdings, Inc.

(“Holdings”), a Delaware corporation and a wholly-owned subsidiary of

the Company, NVI, the subsidiaries of NVI party thereto, as guarantors, Bank of America, N.A.

in its capacity as administrative agent and as collateral agent and (ii) the Second Amended and Restated Credit Agreement, dated as of June 13, 2023 (the “Credit Agreement”).

On June 13, 2023 (the “Second Restatement Effective Date”), the Second Restatement Agreement amended and restated the Joinder and Amendment and Restatement Agreement, dated as of July 18, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the Second Restatement Agreement, the “Original Credit Agreement”) to, among other things, (i) establish new Term Loan A to repay all principal, interest, fees and other amounts outstanding (other than contingent obligations) under the Original Credit Agreement immediately prior to the Second Restatement Effective Date, (ii) establish new Revolving Loans, (iii) provide for a Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator) (“SOFR”)-based rate, with a credit spread adjustment of 10 basis points for all Interest Periods and a SOFR floor of 0.00 % per annum, and (iv) as set forth below, modify the Applicable Margins used to calculate the rate of interest payable with respect to the Term Loan A and Revolving Loans (collectively, the “Loans”).

The Credit Agreement, as amended by the Second Restatement Agreement, provides that the Loans mature on the fifth anniversary of the Second Restatement Effective Date, subject to a springing maturity date, which is 91 days before the maturity date of the Company’s 2025 Notes if Minimum Liquidity is less than the sum of the redemption value of such convertible notes on that date plus $ 25.0 million (the “Maturity Date”).

Commencing on the last day of the first full fiscal quarter ended after the Second Restatement Effective Date, the Term Loan A will amortize in equal calendar quarterly installments at a rate of 5.00 % per calendar year.

The $ 114.4 million balance (assuming the springing maturity date does not occur) will be payable on the Maturity Date.

The new Applicable Margins were initially (i) 1.75 % for the Loans that are Term SOFR Loans and (ii) 0.75 % for the Loans that are Alternative Base Rate (“ABR”) Loans.

Following the delivery of the financial statements for the period ending on September 30, 2023, the Applicable Margins for the Loans will instead be based on NVI’s total leverage ratio as follows:

(a) if NVI’s consolidated total debt to consolidated EBITDA ratio is greater than 2.50 to 1.00, the Applicable Margin will be 2.25 % for Term SOFR Loans and 1.25 % for ABR Loans, (b) if NVI’s consolidated total debt to consolidated EBITDA ratio is less than or equal to 2.50 to 1.00 but greater than 1.75 to 1.00, the Applicable Margin will be 2.00 % for Term SOFR Loans and 1.00 % for ABR Loans, (c) if NVI’s consolidated total debt to consolidated EBITDA ratio is less than or equal to 1.75 to 1.00 but greater than 0.75 to 1.00, the Applicable Margin will be 1.75 % for Term SOFR Loans and 0.75 % for ABR Loans, (d) if NVI’s consolidated total debt to consolidated EBITDA ratio is less than or equal to 0.75 to 1.00, the Applicable Margin will be 1.50 % for Term SOFR Loans and 0.50 % for ABR Loans.

In connection with the Second Amended and Restated Credit Agreement, we deferred $ 2.0 million of debt issuance costs related to the Revolving Loans in Other assets and $ 0.9 million of debt issuance costs related to the Term Loan A in Long-term debt and finance lease obligations, less current portion and debt discount on our Consolidated Balance Sheets.

On June 13, 2023, the Company entered into a second joinder and restatement agreement (“Second Restatement Agreement”) to amend and restate the original credit agreement, dated as of July 18, 2019 to, among other things, (i) establish new Term Loan A (“Term Loan A”) to repay all principal, interest, fees and other amounts outstanding (other than contingent obligations) under the original credit agreement, (ii) establish new Revolving Loans (the “Revolving Loans”), (iii) provide for a Secured Overnight Financing Rate, with a credit spread adjustment of 10 basis points for all interest periods and a SOFR floor of 0.00 % per annum, and (iv) as set forth below, modify the applicable margins of Term Loan A and the revolving credit facility.

Term Loan A is amortized in equal calendar quarterly installments at a rate of 5.00 % per calendar year since September 30, 2023.

Table o f Con te nts

Following the delivery of the financial statements for the period ending on September 30, 2023, the Applicable Margins for the Loans are based on NVI’s total leverage ratio as follows:

Consolidated Total Debt to Consolidated EBITDA Ratio

Term SOFR Rate

2.25 % 1.25 %

≤ 2.50 :1.00 but > 1.75 :1.00

2.00 % 1.00 %

≤ 1.75 :1:00 but > 0.75 :1.00

1.75 % 0.75 %

1.50 % 0.50 %

(1) ABR = Alternate Base Rate

In connection with the Second Restatement Agreement, we deferred $ 2.0 million of debt issuance costs related to the revolving credit facility in Other assets and $ 0.9 million of debt issuance costs related to the Term Loan A in Long-term debt and finance lease obligations, less current portion and debt discount on our Consolidated Balance Sheets.

We will amortize these costs over the term of the amended credit agreement.

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We recognized $ 0.2 million of other refinancing fees in Interest expense (income), net during fiscal year 2023.

On August 9, 2024, Holdings, NVI and certain other subsidiaries of the Company entered into a Joinder Agreement (the “Joinder Agreement”) to the Credit Agreement.

The Joinder Agreement provides for, among other things, the establishment of incremental term loans in an aggregate principal amount of $ 115.0 million, provided to NVI on August 9, 2024.

On August 9, 2024, NVI and certain other subsidiaries of the Company entered into a Joinder Agreement (the “Joinder Agreement”) to establish incremental term loans in an aggregate principal amount of $ 115.0 million, provided to NVI on August 9, 2024.

These incremental term loans under the Joinder Agreement have the same terms as the existing term loans under the Credit Agreement.

The additional borrowings resulted in $ 0.9 million of fees deferred on the Consolidated Balance Sheets during the twelve months ended December 28, 2024.

After giving effect to additional borrowings, $ 254.2 million principal remains outstanding under Term Loan A.

The additional borrowings resulted in $ 0.9 million of fees deferred on the Consolidated Balance Sheets during the fiscal year ended December 28, 2024.

The Second Restatement Agreement contains customary affirmative covenants, negative covenants, and events of default substantially comparable to the original credit agreement.

The Second Restatement Agreement also contains covenants that, among other things, limit NVI’s ability to incur additional debt, create liens against assets, make acquisitions, pay dividends or distributions on its stock, merge or consolidate with another entity and transfer or sell assets.

We were in compliance with all covenants related to our long-term debt as of December 28, 2024.

The borrowing capacity remaining as of December 28, 2024 was $ 293.6 million due to a reduction of $ 6.4 million for letters of credit outstanding.

The agreement includes covenants that, among other things, limit NVI’s ability to incur additional debt, create liens against assets, make acquisitions, pay dividends or distributions on its stock, merge or consolidate with another entity and transfer or sell assets.

We were in compliance with all covenants related to our long-term debt as of January 3, 2026.

As of January 3, 2026, the Company had $ 293.3 million of availability under its $ 300.0 million revolving credit facility net of $ 6.7 million in outstanding letters of credit.

Scheduled annual maturities of debt are as follows:

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Stock Incentive Plans

The Company has provided equity-based compensation awards to its associates under three plans.

In connection with the initial public offering of our common stock (the “IPO”), on October 23, 2017, the Company’s Board of Directors adopted, and its stockholders approved, the National Vision Holdings, Inc.

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The plan authorizes the grant of stock options, stock appreciation rights, restricted stock awards (“RSAs”), RSUs, PSUs, other equity-based awards and other cash-based awards to our associates, non-employee directors, officers, consultants and advisers.

The Vision Holding Corp.

2013 Amended and Restated Stock Incentive Plans provided for the issuance of stock options to directors, certain associates and consultants of Vision Holding Corp., its subsidiaries and affiliates.

In 2014, our Board of Directors and stockholders of the Company approved the 2014 Stock Incentive Plan for Key Employees of National Vision Holdings, Inc.

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Pre-tax stock-based compensation expense $ 23,686 $ 16,708 $ 19,203

$ 16,708 $ 19,203 $ 12,756

Income tax benefit ( 5,972 ) ( 4,212 ) ( 4,841 )

After-tax stock-based compensation expense $ 17,714 $ 12,496 $ 14,362

$ 12,496 $ 14,362 $ 9,520

RSUs and PSUs

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Forfeited ( 39 ) $ 37.29

Outstanding options at December 28, 2024 549 $ 29.98 4.13 $ —

Vested and exercisable at December 28, 2024 549 $ 29.98 4.13 $ —

Outstanding options at January 3, 2026 405 $ 31.54 3.36 $ 1,057

Vested and exercisable at January 3, 2026 405 $ 31.54 3.36 $ 1,057

In thousands except per share values Fiscal Year 2025 Fiscal Year 2024 Fiscal Year 2023

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Outstanding options at December 28, 2024 49 $ 15.74 2.57 $ —

Exercised — —

Outstanding options at December 28, 2024 49 $ 15.74 2.57 $ —

Vested and exercisable at December 28, 2024 49 $ 15.74 2.57 $ —

There were no grants of performance-based options during fiscal years 2024, 2023, and 2022.

There were no vests of performance-based options during fiscal years 2024, 2023, and 2022.

There were no exercises of performance-based options during fiscal year 2024 and 2023.

The aggregate intrinsic value of performance-based options exercised during fiscal year 2022 was immaterial .

Outstanding options at January 3, 2026 49 $ 15.74 1.55 $ 502

Vested and exercisable at January 3, 2026 49 $ 15.74 1.55 $ 502

There were no grants, no vests and no exercises of performance-based options during fiscal years 2025, 2024, and 2023.

The following tables summarize RSU and PSU awards activity:

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Forfeited ( 211 ) $ 17.45 ( 325 ) $ 27.22

Outstanding at December 28, 2024 1,353 $ 20.97 861 $ 24.61

Outstanding at January 3, 2026 1,901 $ 15.81 1,019 $ 18.78

Fiscal Year 2025 Fiscal Year 2024 Fiscal Year 2023

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Total fair value of PSUs vested (In thousands) $ — $ 4,070 $ 3,852

Weighted average grant date fair value of RSAs granted $ — $ — $ —

Total fair value of RSAs vested (In thousands) $ — $ — $ 800

Restricted stock units (RSUs)

Most RSUs vest in three equal annual installments on the first, second and third anniversary of the grant date.

The RSUs outstanding as of December 28, 2024 have $ 14.3 million intrinsic value.

Non-employee directors were granted RSUs in fiscal year 2024.

The RSUs outstanding as of January 3, 2026 have $ 49.3 million intrinsic value.

Non-employee directors were granted RSUs in fiscal year 2025 that fully vest on the first anniversary of the grant date.

Performance stock units (PSUs)

PSUs are settled after the end of a three-year performance period (i.e., cliff vesting), which begins on the first day of the grant year and are based on the Company’s achievement of certain performance targets.

The performance stock units outstanding as of December 28, 2024 have $ 9.1 million intrinsic value.

The performance stock units outstanding as of January 3, 2026 have $ 26.4 million intrinsic value.

While the PSU amounts shown in the tables above reflect achievement at target, the number of PSUs ultimately vested will be based on a comparison of certified performance results to predefined performance criteria that include threshold, target and maximum attainment levels.

In 2025, the Company granted PSUs that vest based on the Company’s relative total shareholder return (“TSR”) compared to a defined peer group over a three‑year performance period.

The grant‑date fair value of PSUs based on TSR is estimated using a Monte Carlo simulation model.

The key assumptions used in the Monte Carlo valuation include:

(i) expected volatility of 57.1 %, based on the Company’s three‑year daily historical volatility as of the grant date;

(ii) a risk‑free interest rate of 3.97 %, derived from U.S.

Treasury constant‑maturity yields on the grant date;

(iii) a correlation assumption calculated using three years of daily share price data for the Company and the peer group as of the grant date;

and (iv) an expected dividend yield of zero.

Associate Stock Purchase Plan

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Income tax provision (benefit) from continuing operations $ 12,081 $ 1,481 $ 6,006

1,481 6,006 15,545

Our income tax provision (benefit) differs from the amounts computed by multiplying earnings (loss) before income taxes by the statutory federal income tax rate as shown in the following table:

Our income tax provision (benefit) differs from the amounts computed by multiplying earnings (loss) before income taxes by the statutory federal income tax rate.

In thousands Fiscal Year 2025 Fiscal Year 2024 Fiscal Year 2023

Earnings (loss) from continuing operations before income taxes $ 41,681 $ ( 25,684 ) $ 9,552

Federal income tax provision at statutory rate 8,753 21.0 % ( 5,394 ) 21.0 % 2,006 21.0 %

State income tax provision, net of federal income tax 895 1,686 2,970

State income tax provision, net of federal income tax (a)

2,422 5.8 % 895 ( 3.5 ) % 1,686 17.7 %

Work opportunity tax credit

( 899 ) ( 2.2 ) % ( 747 ) 2.9 % ( 1,143 ) ( 12.0 ) %

Increase (decrease) in deferred tax asset valuation allowance ( 912 ) ( 2.2 ) % ( 1,272 ) 5.0 % 2,238 23.4 %

Nontaxable or nondeductible items:

Executive compensation limitation 623 1.5 % 994 ( 3.9 ) % 354 3.7 %

Goodwill impairment — — % 3,539 ( 13.8 ) % — — %

Stranded tax effect of matured interest rate swaps — — —

Tax provision (benefit) of equity-based compensation deductions 876 2.1 % 1,240 ( 4.8 ) % 1,133 11.9 %

1,240 1,133 ( 27 )

Benefit of tax credits ( 747 ) ( 1,143 ) ( 1,229 )

Meals and entertainment 327 0.8 % 369 ( 1.4 ) % 433 4.5 %

Other 14 — % ( 22 ) 0.1 % ( 64 ) ( 0.7 ) %

Other adjustments:

Net operating loss limitation 467 1.1 % — — % — — %

Other, net 410 1.1 % 1,879 ( 7.4 ) % ( 637 ) ( 6.6 ) %

Net income tax provision (benefit) from continuing operations

Net income tax provision (benefit) from continuing operations / Effective tax rate

$ 12,081 29.0 % $ 1,481 ( 5.8 ) % $ 6,006 62.9 %

Effective income tax rate from continuing operations

Percentages reflect line item as a percentage of earnings (loss) from continuing operations before income taxes, adjusted for rounding.

(a) State taxes in Texas, Florida, California, New Jersey and Illinois made up the majority (greater than 50 percent) of the tax effect in this category.

Incomes taxes paid (net of refunds) are as follows:

In thousands Fiscal Year 2025 Fiscal Year 2024 Fiscal Year 2023

Federal $ 17,844 $ 4,200 $ 2,795

3,302 2,132 4,776

In August 2022, the U.S.

government enacted the Inflation Reduction Act (“IRA”) which, among other things, provides for a 15% corporate alternative minimum tax based on a prescribed measure of income as well as a 1% excise tax on stock repurchases made after December 31, 2022.

Due to the mechanics of the 15% alternative minimum tax, the Company is not currently subject to it.

Total income taxes paid

$ 21,146 $ 6,332 $ 7,571

Income taxes paid (net of refunds) exceeded 5 percent of total income taxes paid (net of refunds) in the following jurisdictions:

In thousands Fiscal Year 2025 Fiscal Year 2024 Fiscal Year 2023

* Jurisdiction below the threshold for the period presented.

The sources of the differences between the financial accounting and tax bases of our assets and liabilities that give rise to the deferred tax assets and deferred tax liabilities and the tax effects of each are as follows:

In thousands As of

December 28, 2024 As of

January 3, 2026 As of

December 28, 2024

13 unchanged sentences

Amortization of intangible assets ( 65,051 ) ( 65,168 )

Unrealized gains on hedging instruments — ( 1,407 )

Right of use asset ( 98,716 ) ( 102,446 )

2 unchanged sentences

Net deferred tax liabilities $ ( 82,572 ) $ ( 77,909 )

As of fiscal year end 2024, our consolidated VIEs had available U.S.

federal NOL carry-forwards aggregating to $ 17.7 million that can be utilized to reduce future federal income taxes, all of which does not expire.

We believe it is more likely than not that we will realize a tax benefit for these NOL’s in the future except for $ 11.7 million of NOL carry-forwards ($ 2.5 million tax effected) on certain consolidated VIEs where we recognized a full valuation allowance as of fiscal year end 2024.

In addition, we have NOL carry-forwards in varying amounts and with varying expiration dates in various states in which we operate.

As of fiscal year-end 2025, our consolidated VIEs had $ 9.8 million of U.S.

federal NOL carry-forwards available to reduce future federal income taxes, all of which have no expiration date.

$ 6.7 million of these NOL carry-forwards ($ 1.4 million tax-effected) carry a full valuation allowance because it is more likely than not that a future tax benefit will not be realized.

In addition, we have NOL carry-forwards in varying amounts and with differing expiration dates in multiple states in which we operate.

For the fiscal year end 2025, we carry various state tax credits totaling $ 0.3 million that are available to offset certain future taxes.

These state credits carry a valuation allowance of $ 0.2 million for the portion that we do not expect to be able to utilize in future tax years.

We have a $ 0.9 million deferred income tax asset for capital losses associated with the losses realized on the sale of our equity method non-consolidated investee and other investments.

These state credits carry a valuation allowance of $ 0.1 million for the portion that we do not expect to be able to utilize in future periods.

We have a $ 0.9 million deferred income tax asset for capital losses associated with the losses realized on the sale of our equity method non-consolidated investee.

We do not expect to generate significant capital gains in the near future.

Therefore, we believe it is more likely than not that we will not realize a tax benefit for the majority of these deferred income tax assets, and accordingly we have established a full valuation allowance for the amount deemed unrealizable.

Therefore, we believe it is more likely than not that we will not realize a tax benefit for the majority of these deferred income tax assets.

Accordingly, we have established a full valuation allowance against this deferred asset.

As a result of our utilization of NOL carry-forwards to reduce or eliminate subsequent years’ tax obligations, our federal and a substantial number of our state income tax returns for fiscal years 2001 through 2025 remain open for examination by the tax authorities.

1 unchanged sentence

The Company evaluates uncertain tax positions on a quarterly basis and considers various factors, including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, information obtained during in-process audit activities and changes in facts or circumstances related to a tax position.

In July 2025 the One Big Beautiful Bill Act (the "Tax Act") was enacted, introducing a series of corporate tax changes in the U.S.

including 100% bonus depreciation on qualified property.

The impacts of the Tax Act are reflected in our results for the fiscal year 2025, and there was no material impact to our income tax expense or effective tax rate.

Certain provisions decreased cash taxes paid in the current fiscal year and may change the timing of cash tax payments in future periods.

Revenue from Contracts with Customers

The majority of our annual revenues are recognized either at the point of sale or upon delivery and customer acceptance, paid for at the time of sale in cash, credit card, or on account with managed care payors having terms generally between 14 and 120 days , with most paying within 90 days .

For sales of in-store non-prescription eyewear and related accessories, and paid eye exams, we recognize revenue at the point of sale.

Our point in time revenues include 1) retail sales of prescription and non-prescription eyewear, contact lenses and related accessories to retail customers (including those covered by managed care), and 2) eye exams.

Revenues recognized over time primarily include product protection plans (i.e.

warranties) and eye care club memberships.

Revenues Recognized at a Point in Time

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For sales of in-store non-prescription eyewear and related accessories, we recognize revenue at the point of sale.

For sales of prescription eyewear, we recognize revenue when the performance obligations identified under the terms of contracts with our customers are satisfied, which generally occurs, for products, when those products have been delivered and accepted by our customers.

For sales of prescription eyewear, we recognize revenue when the performance obligations are satisfied, which generally occurs upon delivery and customer acceptance of the product.

Within our Owned & Host segment services and plans revenues, eye exam services sold on a stand-alone basis are also recognized at the point of sale which occurs immediately after the exam is performed.

Other revenues

Revenues from our non-reportable segments are attributable to our dedicated e-commerce website and FirstSight operations.

Our dedicated e-commerce website was previously managed by AC Lens and was transitioned to NVI.

Our e-commerce website sells contact lenses and optical accessory products to retail customers, and recognizes revenue when products have been delivered to the customer.

Our dedicated e-commerce website sells contact lenses and optical accessory products to retail customers, and recognizes revenue when products have been delivered to the customer.

FirstSight issues individual vision plans in connection with our America’s Best operations in California.

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warranties), eye care club memberships and HMO vision plan fees.

We offer extended warranty plans in our Owned & Host segment that generally provide repair and replacement of eyeglasses for primarily a one-year term after

We offer extended warranty plans in our Owned & Host segment that generally provide repair and replacement of eyeglasses for primarily a one-year term after purchase.

We recognize service revenue under these programs on a straight-line basis over the warranty or service period which is consistent with our efforts expended to satisfy the obligation.

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As our operating segments are aligned by similar economic factors, trends and customers, the reportable segment view best depicts how the nature, amount and uncertainty of revenue and cash flows are affected by economic factors.

Deferred Revenue

The following depicts a roll-forward of deferred revenue:

Fiscal Year 2025

In thousands Product Protection Plans Eye Care

Beginning of the year $ 35,700 $ 48,889 $ 84,589

Sold 75,120 55,565 130,685

Revenue recognized ( 73,565 ) ( 54,632 ) ( 128,197 )

End of year $ 37,255 $ 49,822 $ 87,077

Current $ 36,948 $ 27,612 $ 64,560

Noncurrent 307 22,210 22,517

$ 37,255 $ 49,822 $ 87,077

Fiscal Year 2024

In thousands Product Protection Plans Eye Care

Beginning of the year $ 36,419 $ 47,907 $ 84,326

Sold 72,135 54,713 126,848

Revenue recognized ( 72,854 ) ( 53,731 ) ( 126,585 )

End of year $ 35,700 $ 48,889 $ 84,589

Current $ 35,409 $ 27,098 $ 62,507

Noncurrent 291 21,791 22,082

$ 35,700 $ 48,889 $ 84,589

Unsatisfied Performance Obligations (Contract Liabilities)

During fiscal years 2025 and 2024, we recognized $ 62.7 million and $ 62.8 million, respectively, of deferred revenues outstanding at the beginning of each respective period.

Deferred revenue recorded as of the end of fiscal year 2025 is expected to be reflected in future operating results as follows:

Fiscal Year In thousands

2026 $ 64,560

Information related to our leases is presented below:

In thousands As of

December 28, 2024 As of

January 3, 2026 As of

December 28, 2024

15 unchanged sentences

We used the incremental borrowing rate on December 30, 2018 for operating leases that commenced prior to that date.

(a) Finance lease assets are recorded net of accumulated amortization of $ 28.0 million and $ 25.4 million as of December 28, 2024 and December 30, 2023, respectively.

(b) TIA and deferred rent are treated as reductions of lease payments used to measure ROU assets in the accompanying Consolidated Balance Sheets as of December 28, 2024 and December 30, 2023.

(c) Current operating lease liabilities are measured net of TIA receivables of $ 4.6 million and $ 4.6 million as of December 28, 2024 and December 30, 2023, respectively.

(a) Finance lease assets are recorded net of accumulated amortization of $ 30.3 million and $ 28.0 million as of January 3, 2026 and December 28, 2024, respectively.

(b) TIA and deferred rent are treated as reductions of lease payments used to measure ROU assets in the accompanying Consolidated Balance Sheets as of January 3, 2026 and December 28, 2024.

(c) Current operating lease liabilities are measured net of TIA receivables of $ 6.5 million and $ 4.6 million as of January 3, 2026 and December 28, 2024, respectively.

In thousands Fiscal Year 2025 Fiscal Year 2024 Fiscal Year 2023

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Lease Term and Discount Rate As of

December 28, 2024 As of

January 3, 2026 As of

December 28, 2024

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Right of use assets acquired under operating leases $ 80,740 $ 96,170 $ 111,792

The following table summarizes the maturity of our lease liabilities as of December 28, 2024:

The following table summarizes the maturity of our lease liabilities as of January 3, 2026:

In thousands Operating Leases (a)

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(a) Operating lease payments include $ 19.7 million related to options to extend lease terms that are reasonably certain of being exercised.

(b) Finance lease payments include $ 1.1 million related to options to extend lease terms that are reasonably certain of being exercised.

(b) Finance lease payments include no options to extend lease terms that are reasonably certain of being exercised.

(c) The present value of lease liabilities excludes $ 21.0 million of legally binding minimum lease payments for leases signed but not yet commenced.

Fair Value Measurement

The Company uses a fair value hierarchy that is intended to increase consistency and comparability in fair value measurements and related disclosures.

The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable.

Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s own market assumptions.

The Company is required to measure certain assets and liabilities at fair value or disclose the fair values of certain assets and liabilities recorded at cost.

Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Fair value is estimated assuming the transaction occurs in the principal or most advantageous market for the asset or liability and includes consideration of non-performance risk and credit risk of both parties.

A three-tier fair value hierarchy prioritizes the inputs used in measuring fair value.

These tiers include:

• Level 1 - Valuation inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.

• Level 2 - Valuation inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in inactive markets, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the instruments.

• Level 3 - Valuation inputs are unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.

The fair values are determined using model-based techniques that include discounted cash flow models and similar techniques.

The fair value estimates of financial instruments are not necessarily indicative of the amounts we might pay or receive in actual market transactions.

The use of different market assumptions and/or estimation methodologies may have a material impact on the estimated fair value amounts.

Recurring fair value measurements

Interest Rate Derivatives

We recognize as assets or liabilities at fair value the estimated amounts we would receive or pay upon a termination of interest rate derivatives prior to their scheduled expiration dates.

The fair value is based on information that is model-driven and whose inputs were observable (Level 2 inputs) such as Term SOFR forward rates.

“Interest Rate Derivatives” for further details.

Convertible Promissory Note

On December 17, 2024, the Company purchased $ 1.3 million principal amount of a convertible promissory note issued by a private company.

The convertible promissory note is an investment that will convert to an equity stake in the private company upon a predetermined conversion event and is also convertible by us under certain circumstances.

The Company elected the fair value option in accordance with accounting guidance for financial instruments to record the convertible promissory note.

The fair value option allows an entity to account for the entire financial instrument at fair value with subsequent changes in fair value recognized in earnings through the consolidated statements of operations at each reporting date.

The Company elected the fair value option to account for the convertible promissory note because the Company believes it reflects the fair value of the note receivable and embedded features.

As of December 28, 2024, given the time from the execution of the note until the end of our fiscal year, we determined the fair value of the convertible promissory note approximated its carrying value of $ 1.3 million;

this investment is included in Other assets on the Consolidated Balance Sheets.

Refer to Note 1.

“Business and Significant Accounting Policies” for information on equity investments in this entity.

Non-recurring fair value measurements

We recognized impairments of $ 39.9 million during fiscal year 2024, primarily related to our EGW goodwill asset, Fred Meyer contracts and relationships intangible asset and our long-lived tangible store assets and ROU assets.

Comparatively, we recognized $ 2.7 million, and $ 5.5 million in fiscal years 2023 and 2022, respectively, primarily related to our long-lived tangible store assets and ROU assets.

A decrease in the estimated cash flows would lead to a lower fair value measurement, as would an increase in the discount rate.

These non-recurring fair value measurements are classified as Level 3 measurements in the fair value hierarchy.

Long-lived and Right of Use (“ROU”) Store Assets

Refer to Note 2.

“Discontinued Operations” for more information on impairment charges related to the termination of the Walmart partnership.

This section discusses fair value measurements unrelated to the termination of the Walmart partnership.

We recognized impairments of $ 10.1 million, $ 2.7 million and $ 5.5 million in fiscal years 2024, 2023, and 2022, respectively, primarily related to our store assets.

The cash flows used in estimating fair value were discounted using market rates from 8.5 % to 11.5 %.

The estimated remaining fair value of the assets impaired during fiscal years 2024, and 2023, was $ 5.6 million, and $ 2.8 million, respectively;

the estimated remaining fair values include amounts estimated at various dates during the related fiscal years.

Substantially all of the remaining fair value of the impaired store assets in fiscal years 2024 and 2023 represents the fair value of ROU assets.

Finite-Lived Intangible Assets

Related to the impairment recognized for the Fred Meyer contracts and relationships intangible asset, we estimated fair value using the discounted cash flow method of the income approach.

The cash flows included assumptions about future extensions of our relationship with Fred Meyer, as well as assumptions about future revenue growth and profitability, and were discounted using a rate of 9 %.

Refer to Note 1.

“Business and Significant Accounting Policies” and Note 5.

“Goodwill and Intangible Assets” for more details on the Fred Meyer contracts and relationships intangible asset.

We used the discounted cash flow method of the income approach in our analyses and considered projected cash flows with a discount rate of 10.5 %.

A decrease in the estimated cash flows would lead to a lower fair value measurement, as would an increase in the discount rate.

This non-recurring fair value measurement is classified as Level 3 measurements in the fair value hierarchy.

The impairment charge recognized during the year ended December 28, 2024 resulting from the annual impairment testing was $ 19.2 million related to the goodwill of Eyeglass World.

The impairment charge is recognized in corporate and other and reflected in Asset impairment in the Consolidated Statements of Operations and Comprehensive (Loss) Income.

Refer to Note 1.

“Business and Significant Accounting Policies” and Note 5.

“Goodwill and Intangible Assets” for more details on the impairment charge.

Additional fair value information

Cash Equivalents and Restricted Cash

The carrying amount of cash equivalents and restricted cash approximates fair value due to the short-term maturity of the instruments.

All cash and cash equivalents are denominated in U.S.

Accounts Receivable, Net

The carrying amount of accounts receivable approximates fair value due to the short-term nature of those items and the effect of credit losses.

Accounts Payable and Other Payables and Accrued Expenses

The carrying amounts of accounts payable and other payables and accrued expenses approximate fair value due to the short-term nature of those items.

Term Loan A and Revolving Loans

Since the borrowings under the $ 254.2 million outstanding principal Term Loan A and $ 300.0 million aggregate principal Revolving Loans utilize variable interest rate setting mechanisms such as Term SOFR, the fair values of these borrowings are deemed to approximate the carrying values.

We also considered the effect of our own credit risk on the fair values of our Term Loan A and Revolving Loans.

Refer to Note 6.

“Debt” for more information on these borrowings.

The estimated fair value of the 2025 Notes was approximately $ 83.3 million and $ 303.3 million, as of December 28, 2024 and December 30, 2023, respectively.

The estimated fair value of the 2025 Notes is based on the prices the 2025 Notes have traded in the market as well as overall market conditions on the date of valuation, stated coupon rates, the number of coupon payments each year and the maturity dates, and represents a Level 2 measurement.

Refer to Note 6.

“Debt” for more information on the 2025 Notes.

Deferred Revenue

The following depicts a roll-forward of deferred revenue:

Fiscal Year 2024

In thousands Product Protection Plans Eye Care

Beginning of the year $ 36,419 $ 47,907 $ 84,326

Sold 72,135 54,713 126,848

Revenue recognized ( 72,854 ) ( 53,731 ) ( 126,585 )

End of year $ 35,700 $ 48,889 $ 84,589

Current $ 35,409 $ 27,098 $ 62,507

Noncurrent 291 21,791 22,082

$ 35,700 $ 48,889 $ 84,589

Fiscal Year 2023

In thousands Product Protection Plans Eye Care

Beginning of the year $ 35,119 $ 48,683 $ 83,802

Sold 73,369 52,496 125,865

Revenue recognized ( 72,069 ) ( 53,272 ) ( 125,341 )

End of year $ 36,419 $ 47,907 $ 84,326

Current $ 36,113 $ 26,754 $ 62,867

Noncurrent 306 21,153 21,459

$ 36,419 $ 47,907 $ 84,326

Unsatisfied Performance Obligations (Contract Liabilities)

During fiscal years 2024 and 2023, we recognized $ 62.8 million and $ 62.1 million, respectively, of deferred revenues outstanding at the beginning of each respective period.

Deferred revenue recorded as of the end of fiscal year 2024 is expected to be reflected in future operating results as follows:

Fiscal Year In thousands

2025 $ 62,507

Commitments and Contingencies

Contractual Commitments

As of December 28, 2024, the Company had contractual commitments of approximately $ 146.2 million consisting of agreements for merchandise purchases, technology, and advertising.

As of January 3, 2026, the Company had contractual commitments of approximately $ 174.3 million consisting of agreements for merchandise purchases, technology, and advertising.

Warranty Costs

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Estimated future warranty costs are primarily based on historical experience of identified warranty claims.

However, there can be no assurance that

future warranty costs will not exceed historical amounts.

However, there can be no assurance that future warranty costs will not exceed historical amounts.

The following details the activity in our product warranty liability accounts:

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The Company sponsors a 401(k) plan into which associates may defer a portion of their wages.

We match a portion of such deferred wages.

In fiscal 2025, the Company increased its employer matching contribution from 50 % of the first 3 % of participant contributions to 50 % of the first 4 % of participant contributions.

The expense for the plan was $ 9.9 million, $ 7.5 million, and $ 7.2 million in fiscal years 2025, 2024, and 2023, respectively.

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On December 9, 2022, the case was removed to the federal District Court for the Northern District of California.

On January 18, 2023, we were served with a related representative action filed in California state court pursuant to California’s Private Attorneys General Act.

On January 18, 2023, we were served with a related representative action filed in California state court pursuant to California’s Private Attorneys General Act (“PAGA”).

We filed an answer to this action on February 17, 2023.

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Following mediation, the parties agreed to a settlement of all claims alleged by the named plaintiff on behalf of himself and all putative class members and other aggrieved employees.

The Company will pay $ 4.5 million for the gross settlement fund in connection with the settlement.

The settlement is subject to approval by the court following a fairness hearing.

The parties agreed to move the federal and state court actions to state court for review of the settlement terms agreed to by the parties.

On June 6, 2023, the Company was served with notice of a former employee’s intention to file a representative action against the Company pursuant to California’s Private Attorneys General Act based on alleged violations of California’s wage and hour laws.

On June 22, 2023, the Company was served with a related lawsuit filed by the former employee in California state court alleging, on behalf of a proposed class of employees, violations of California wage and hour laws.

On July 24, 2023, the Company filed its answer and a notice of removal of the case to the federal District Court for the Southern District of California.

On July 28, 2023, the Company filed a Notice of Related Cases, seeking for both the case currently pending in the Northern District of California and described in the paragraph above and this case to be assigned to the same Judge/Magistrate Judge in an effort to save judicial effort and avoid duplication of labor.

On August 15, 2023, the parties filed a stipulation to stay the case in the Southern District of California pending the resolution of the lawsuit pending in the Northern District of California.

On August 21, 2023, the court entered an Order to Show Cause why the action should not be either dismissed or transferred to the federal court for the Northern District of California.

Following the parties’ submission of their respective responses, the court dismissed the action without prejudice on September 11, 2023.

The plaintiff retains his ability to pursue a PAGA action in state court pursuant to the June 6, 2023 notice.

On January 22, 2024, the plaintiff filed a demand for arbitration of the claims set forth in the Complaint previously filed in state court in June 2023.

Company filed its response to the arbitration demand and the parties have engaged in limited discovery.

We dispute the plaintiff’s allegations and intend to vigorously defend the litigation.

The Sacramento County state court entered preliminary approval of the settlement on March 21, 2025, and on July 29, 2025, the Court filed its order granting final approval of the settlement and entering judgment in accordance with the settlement agreement.

The deadline for any appeal of the final approval and judgment expired on September 27, 2025 and the settlement agreement became effective at that time.

On October 10, 2025, the Company paid a total of $ 4.6 million as the gross settlement fund in accordance with the settlement agreement.

On January 27, 2023, a purported class action complaint was filed in federal court in the Northern District of Georgia against the Company and two of the Company’s officers (the “Securities Class Action”).

The complaint alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 for materially false and misleading statements made between May 2021 and May 2022.

The complaint alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 thereunder, for materially false and misleading statements made between May 2021 and May 2022.

The complaint seeks unspecified damages as well as equitable relief.

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The Company and named officers filed a response in opposition to the plaintiffs’ motion for reconsideration on May 13, 2024, and the plaintiffs then filed a reply in support of their motion on May 28, 2024.

The Company disputes the allegations asserted by plaintiffs and will continue to defend the litigation vigorously.

The court entered an order denying the motion for reconsideration on March 24, 2025, and no appeal was filed by the plaintiff.

On May 23, 2024, a stockholder derivative complaint was filed by a stockholder in the Delaware Court of Chancery, purportedly on behalf of the Company (the “Derivative Action”).

The Derivative Action is based on the same alleged facts and circumstances as the Securities Class Action and names certain of the Company’s officers, including our Chief Executive Officer and Chief Operating Officer, and the Company’s directors who were members of the Company’s Board of Directors during the relevant time period as defendants.

The Derivative Action is based on the same alleged facts and circumstances as the Securities Class Action and names certain of the Company’s officers, including our Chief Executive Officer and former Chief Operating Officer, and the Company’s directors who were members of the Company’s Board of Directors during the relevant time period as defendants.

The Derivative Action alleges claims for breach of fiduciary duty, unjust enrichment, and violations of the Exchange Act and seeks to recover damages on behalf of the Company.

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The plaintiff filed an opposition to the motion to dismiss on December 16, 2024, and the defendants filed a reply brief on January 15, 2025.

The defendants dispute the allegations made by the plaintiff and intend to vigorously defend the litigation.

Oral argument on the motion to dismiss was held on October 28, 2025.

On February 11, 2026, the court granted the motion to dismiss.

The plaintiff has 30 days from the date of the order to file an appeal.

The defendants dispute the allegations made by the plaintiff and intend to vigorously defend the litigation should an appeal be pursued.

On September 26, 2025, the Company attended a pre-trial mediation in a lawsuit filed in Alabama state court by a patient who claims to have been injured due to medical negligence during eye exams performed by an optometrist employed by the Company.

The parties failed to reach an agreement at mediation.

On October 3, 2025, the parties reached a post-mediation agreement for the Company to pay $ 1.8 million, net of anticipated recoveries from professional liability insurance, in consideration for plaintiff dismissing the lawsuit and releasing all claims against the Company.

The parties executed a settlement agreement on October 21, 2025, after which the Company and its professional liability insurance carrier issued payment according to the terms of the agreement, and the case was dismissed by the court on December 1, 2025.

The litigation settlement is recognized in Other payables and accrued expenses in the Condensed Consolidated Balance Sheets as of January 3, 2026 and in SG&A in the Condensed Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended January 3, 2026.

Fair Value Measurement

The Company uses a fair value hierarchy that is intended to increase consistency and comparability in fair value measurements and related disclosures.

The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable.

The Company is required to measure certain assets and liabilities at fair value or disclose the fair values of certain assets and liabilities recorded at cost.

A three-tier fair value hierarchy prioritizes the inputs used in measuring fair value.

These tiers include:

• Level 1 - Valuation inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.

• Level 3 - Valuation inputs are unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.

The fair values are determined using model-based techniques that include discounted cash flow models and similar techniques.

The fair value estimates of financial instruments are not necessarily indicative of the amounts we might pay or receive in actual market transactions.

The use of different market assumptions and/or estimation methodologies may have a material impact on the estimated fair value amounts.

Recurring fair value measurements

Interest Rate Derivatives

We recognize as assets or liabilities at fair value the estimated amounts we would receive or pay upon a termination of interest rate derivatives prior to their scheduled expiration dates.

The fair value is based on information that is model-driven based on regression analysis and whose inputs were observable (Level 2 inputs) such as Term SOFR forward rates.

“Interest Rate Derivatives” for further details.

Convertible Promissory Note

On December 17, 2024, the Company purchased $ 1.3 million principal amount of a convertible promissory note issued by a private company.

During fiscal year 2025, the Company purchased an additional $ 1.2 million in the same instrument.

The Company elected the fair value option in accordance with accounting guidance for financial instruments to record the convertible promissory note.

The Company elected the fair value option to account for the convertible promissory note because the Company believes it reflects the fair value of the note receivable and embedded features.

As of January 3, 2026, the Company estimated the fair value of the convertible promissory note to be $ 2.5 million;

this investment is included in Other assets on the Consolidated Balance Sheets and in Other in the investing section of the Consolidated Statements of Cash Flows.

Refer to Note 1.

“Business and Significant Accounting Policies” for information on equity investments in this entity.

Non-recurring fair value measurements

These non-recurring fair value measurements are classified as Level 3 measurements in the fair value hierarchy.

A decrease in the estimated cash flows would lead to a lower fair value measurement, as would an increase in the discount rate.

Asset impairment charges are reflected in Asset impairment in the Consolidated Statements of Operations and Comprehensive (Loss) Income.

Long-lived and Right of Use Store Assets

We recognized impairments of $ 2.0 million, $ 10.1 million and $ 2.7 million in fiscal years 2025, 2024, and 2023, respectively, related to our store assets.

The store asset impairment charges is related to our Owned & Host segment and is driven by lower than projected customer sales volume in certain stores.

The cash flows used in estimating the fair value of ROU and store assets were discounted using market rates from 10 % to 10.5 %.

The estimated remaining fair value of the long-lived and ROU assets impaired during fiscal years 2025, and 2024, was $ 1.3 million, and $ 5.6 million, respectively;

the estimated remaining fair values include amounts estimated at various dates during the related fiscal years.

Substantially all of the remaining fair value of the impaired store assets in fiscal years 2025 and 2024 represents the fair value of ROU assets.

Refer to Note 1.

“Business and Significant Accounting Policies” and Note 4.

“Goodwill and Intangible Assets” for more details on impairment charges.

Additional fair value information

Cash Equivalents and Restricted Cash

The carrying amount of cash equivalents and restricted cash approximates fair value due to the short-term maturity of the instruments.

All cash and cash equivalents are denominated in U.S.

Accounts Receivable, Net

The carrying amount of accounts receivable approximates fair value due to the short-term nature of those items and the effect of credit losses.

Accounts Payable and Other Payables and Accrued Expenses

The carrying amounts of accounts payable and other payables and accrued expenses approximate fair value due to the short-term nature of those items.

Term Loan A and Revolving Loans

Since the borrowings under the $ 237.6 million outstanding principal Term Loan A and $ 300.0 million aggregate principal Revolving Loans utilize variable interest rate setting mechanisms such as Term SOFR, the fair values of these borrowings are deemed to approximate the carrying values.

We also considered the effect of our own credit risk on the fair values of our Term Loan A and Revolving Loans.

Refer to Note 5.

“Debt” for more information on these borrowings.

Table of C ontents

Interest Rate Derivatives

In December 2025, we entered into an interest rate swap agreement to help manage interest rate exposure by economically converting a portion of our variable-rate debt to fixed-rate debt.

Under the interest rate swap agreement, we receive a floating interest rate of the one-month SOFR and pay a fixed interest rate of 3.43 % on $ 100 million of notional amount.

We designated the interest rate swap as the hedging instrument in an effective hedge accounting relationship.

We recognized (gains) losses on the change in fair value of the interest rate swap of $ 0.2 million in Other comprehensive income (loss) during fiscal year 2025.

An immaterial amount of net gain was reclassified from Accumulated other comprehensive income (loss) into Interest expense, net during fiscal year 2025.

We were party to an interest rate collar to offset the variability of cash flows in Term SOFR-indexed debt interest payments.

During the second quarter of 2023, we amended the reference rate of the collar from LIBOR to Term SOFR.

The interest rate collar matured on July 18, 2024.

We recognized (gains) losses on the change in fair value of the interest rate collar of $( 0.5 ) million, $( 2.3 ) million, and $( 18.0 ) million in Interest expense , net during fiscal years 2024, 2023, and 2022, respectively.

Cash flows related to derivatives qualifying as hedges are included in the same section of the Consolidated Statements of Cash Flows as the underlying assets and liabilities being hedged.

Cash flows during fiscal years 2024, 2023 and 2022 related to derivatives not qualifying as hedges were included in the operating section of the Consolidated Statements of Cash Flows and were immaterial.

We recognized (gains) losses on the change in fair value of the interest rate collar of $( 0.5 ) million and $( 2.3 ) million in Interest expense , net during fiscal years 2024 and 2023, respectively.

Cash flows related to derivatives are included in the operating section of the Consolidated Statements of Cash Flows and were immaterial.

As of January 3, 2026, the Company expects to reclassify an immaterial amount of unrealized losses on the derivative instruments, net of tax, from AOCL into earnings in the next 12 months.

“Accumulated Other Comprehensive Income” for further details.

Our cash flow hedge position related to derivatives designated as hedging instruments under ASC 815 is as follows:

Balance Sheet Classification

January 3, 2026

Current portion

Other Payables and Accrued Expenses

Non-current portion

Other Liabilities

Total derivative liabilities designated as hedging instruments

Earnings Per Share

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Potential shares of common stock are excluded from the computation of diluted EPS if their effect is anti-dilutive.

Diluted EPS related to the 2025 Notes is calculated using the if-converted method;

The 2025 Notes were fully settled in 2025.

Diluted EPS for fiscal year 2024 and 2023 included the potential impact of the 2025 Notes using the if-converted method;

the number of dilutive shares is based on the initial conversion rate associated with the 2025 Notes.

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Income (loss) from continuing operations, net of tax $ 29,600 $ ( 27,165 ) $ 3,546

$ ( 27,165 ) $ 3,546 $ 36,759

Income (loss) from discontinued operations, net of tax — ( 1,334 ) ( 69,447 )

( 1,334 ) ( 69,447 ) 5,363

Net income (loss) $ 29,600 $ ( 28,499 ) $ ( 65,901 )

$ ( 28,499 ) $ ( 65,901 ) $ 42,122

Weighted average shares outstanding, Basic 79,131 78,592 78,313

78,592 78,313 79,831

Effect of dilutive securities:

Stock options — 92 190

Restricted Stock — 191 277

Dilutive effect of share-based awards (1)

Weighted average shares outstanding, Diluted 80,576 78,592 78,596

78,592 78,596 80,298

Basic earnings (loss) per share

Continuing operations $ 0.37 $ ( 0.35 ) $ 0.05

$ ( 0.35 ) $ 0.05 $ 0.46

Discontinued operations $ — $ ( 0.02 ) $ ( 0.89 )

$ ( 0.02 ) $ ( 0.89 ) $ 0.07

$ ( 0.36 ) $ ( 0.84 ) $ 0.53

Total $ 0.37 $ ( 0.36 ) $ ( 0.84 )

Diluted earnings (loss) per share

Continuing operations $ 0.37 $ ( 0.35 ) $ 0.05

$ ( 0.35 ) $ 0.05 $ 0.46

Discontinued operations $ — $ ( 0.02 ) $ ( 0.88 )

$ ( 0.02 ) $ ( 0.88 ) $ 0.07

$ ( 0.36 ) $ ( 0.84 ) $ 0.52

Total $ 0.37 $ ( 0.36 ) $ ( 0.84 )

Anti-dilutive securities excluded from diluted weighted average common shares 712 8,771 12,513

(1) Represents the dilutive impact of RSUs, PSUs and stock options

Some of the EPS totals in the table above may not foot due to rounding differences

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Our operations consist primarily of one reportable segment:

• Owned & Host store brands - Our owned brands consist of our America’s Best and Eyeglass World operating segments.

the Owned & Host segment.

Our owned brands consist of our America’s Best and Eyeglass World operating segments.

In America’s Best stores, vision care services are provided by optometrists employed either by us or by independent professional corporations.

Eyeglass World locations offer eye exams, primarily provided by independent optometrists, and have on-site laboratories.

Eyeglass World locations have on-site laboratories and offer eye exams, provided by optometrists employed either by us or independent professional corporations.

Our Host operating segments consist of Military and Fred Meyer.

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We have aggregated our America’s Best, Eyeglass World, Military and Fred Meyer operating segments into a single reportable segment due to similar economic characteristics and similarity of the nature of products and services, production processes, class of customers, regulatory environment and distribution methods of those brands.

In addition to the single reportable segment identified above, we have two other operating segments:

our dedicated e-commerce website and FirstSight.

Our dedicated e-commerce website was previously managed by AC Lens and was transitioned to NVI in fiscal year 2024;

the continuing operations for all periods presented reflect the results of this website.

FirstSight sells single-service health plans in connection with the operations of America’s Best operations in California.

The results of these two segments are presented separately from our reportable segment and do not meet the quantitative thresholds to be reportable segments.

The “corporate and other” category represents corporate overhead support expenses as well certain non-cash charges, including asset impairment, stock-based compensation expense, and the impact of certain events, gains, or losses excluded from the assessment of segment performance.

In addition to our single reportable segment, the results of our dedicated e-commerce website and FirstSight, which sells single-service health plans in connection with the operations of America’s Best operations in California, are presented in the “corporate and other” category.

The Company concluded that our dedicated e-commerce website meets the criteria to be an operating segment but does not meet the quantitative thresholds for separate disclosure as a reportable segment.

Further, in 2025, the Company concluded that FirstSight, does not meet the criteria to be an operating segment.

Its results are not separately provided to the CODM, and therefore, they are also included in the “corporate and other” category.

Prior-period information has been recast to reflect the segment presentation.

Our “corporate and other” category also includes corporate overhead support expenses as well certain non-cash charges, including asset impairment, stock-based compensation expense, and the impact of certain events, gains, or losses excluded from the assessment of segment performance.

Other adjustments to reportable segment results represent adjustments necessary for the presentation of consolidated financial results in accordance with U.S.

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There have been no changes from prior periods in the measurement methods used to determine reportable segment profit or loss, and there have been no asymmetrical allocations to segments.

Reportable segment information is presented on the same basis as our consolidated financial statements, except for net revenue and associated costs applicable to revenue, which are presented on a cash basis, including point of sales for managed care payors and excluding the effects of unearned and deferred revenue, consistent with what the CODM regularly reviews.

Reportable segment information is presented on the same basis as our consolidated financial statements, except for net revenue and associated costs applicable to revenue, which exclude the effects of unearned and deferred revenue, consistent with what the CODM regularly reviews.

Asset information is not included in the following summary since the CODM does not regularly review such information for the reportable segment.

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Total Owned & Host revenue 1,978,888 1,794,247 1,730,048

1,794,247 1,730,048 1,617,368

Owned & Host costs applicable to revenue (exclusive of depreciation and amortization)

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Owned & Host SG&A 744,146 708,623 670,337

708,623 670,337 629,421

Owned & Host segment EBITDA 431,405 344,296 347,683

344,296 347,683 341,632

Other segments EBITDA

( 2,042 ) ( 899 ) ( 79 )

Corporate and other ( 271,608 ) ( 263,496 ) ( 228,746 )

( 261,454 ) ( 227,847 ) ( 196,589 )

Effects of unearned and deferred revenue ( 9,816 ) 1,049 ( 5,172 )

1,049 ( 5,172 ) ( 3,508 )

Depreciation and amortization ( 91,152 ) ( 91,349 ) ( 89,874 )

1 unchanged sentence

Earnings (loss) from continuing operations before income taxes $ 41,681 $ ( 25,684 ) $ 9,552

$ ( 25,684 ) $ 9,552 $ 52,304

The following table presents a reconciliation of revenue:

In thousands Fiscal Year 2025 Fiscal Year 2024 Fiscal Year 2023

$ 1,794,247 1,730,048 $ 1,617,368

Other segments revenue

Owned & Host $ 1,978,888 $ 1,794,247 $ 1,730,048

Corporate and other

20,972 27,621 33,139

Effects of unearned and deferred revenue ( 12,372 ) 1,452 ( 6,816 )

1,452 ( 6,816 ) ( 6,000 )

Total consolidated revenue $ 1,987,488 $ 1,823,320 $ 1,756,371

$ 1,823,320 $ 1,756,371 $ 1,644,675

Entity-wide Information

5 unchanged sentences

Accessories and other 11,270 10,100 6,961

Total net product revenues 1,463,139 1,423,229 1,340,302

Net sales of services and plans

Total net product sales

1,604,592 1,463,139 1,423,229

Net sales of services and plans

Exams 254,699 233,621 207,833

Product protection plans 73,565 72,854 72,069

72,854 72,069 75,119

Eyecare clubs 54,632 53,706 53,240

53,706 53,240 51,778

Total net sales of services and plans revenues

Total net sales of services and plans

382,896 360,181 333,142

Total net revenue $ 1,987,488 $ 1,823,320 $ 1,756,371

$ 1,823,320 $ 1,756,371 $ 1,644,675

Accumulated Other Comprehensive Loss

4 unchanged sentences

Balance at beginning of fiscal year $ — $ ( 419 ) $ ( 1,179 )

Other comprehensive income (loss) before reclassification ( 159 ) — —

Tax effect of other comprehensive income (loss) before reclassification 39 — —

Amount reclassified from AOCL

( 2 ) 548 1,019

Tax effect of amount reclassified from AOCL

1 ( 129 ) ( 259 )

Net current period other comprehensive income (loss), net of tax ( 121 ) 419 760

1 unchanged sentence

“Interest Rate Derivatives” for a description of the Company’s use of cash flow hedging derivatives.

Quarterly Financial Information (Unaudited)

The unaudited quarterly financial information reflects all normal and recurring accruals and adjustments necessary for a fair presentation of net income for interim periods.

Quarterly results are not necessarily indicative of a full year’s operations because of various factors.

The following tables present unaudited quarterly financial information:

Fiscal Year 2024

In thousands, except EPS Fourth Quarter Ended December 28, 2024 Third Quarter Ended September 28, 2024 Second Quarter Ended June 29, 2024 First Quarter Ended March 30, 2024

Total net revenue $ 437,278 $ 451,515 $ 451,733 $ 482,794

Total costs applicable to revenue 185,001 189,929 193,580 195,546

Income (loss) from operations ( 25,571 ) ( 8,821 ) 591 23,442

Income (loss) from continuing operations, net of tax ( 29,437 ) ( 8,440 ) ( 1,041 ) 11,753

Income (loss) from discontinued operations, net of tax 846 ( 28 ) ( 2,084 ) ( 68 )

Net income (loss) $ ( 28,591 ) $ ( 8,468 ) $ ( 3,125 ) $ 11,685

Weighted average shares outstanding, Basic 78,754 78,655 78,575 78,384

Weighted average shares outstanding, Diluted 78,754 78,655 78,575 78,826

Basic Earnings (loss) per share:

Continuing operations $ ( 0.37 ) $ ( 0.11 ) $ ( 0.01 ) $ 0.15

Discontinued operations $ 0.01 $ ( 0.00 ) $ ( 0.03 ) $ ( 0.00 )

$ ( 0.36 ) $ ( 0.11 ) $ ( 0.04 ) $ 0.15

Diluted Earnings (loss) per share:

Continuing operations $ ( 0.37 ) $ ( 0.11 ) $ ( 0.01 ) $ 0.15

Discontinued operations $ 0.01 $ ( 0.00 ) $ ( 0.03 ) $ ( 0.00 )

$ ( 0.36 ) $ ( 0.11 ) $ ( 0.04 ) $ 0.15

Fiscal Year 2023

In thousands, except EPS Fourth Quarter Ended December 30, 2023 Third Quarter Ended September 30, 2023 Second Quarter Ended July 1, 2023 First Quarter Ended April 1, 2023

Total net revenue $ 420,953 $ 438,820 $ 431,786 $ 464,812

Total costs applicable to revenue 184,377 183,829 180,322 186,127

Income (loss) from operations ( 12,418 ) 3,547 5,561 27,800

Income (loss) from continuing operations, net of tax ( 14,739 ) ( 366 ) 3,637 15,014

Income (loss) from discontinued operations, net of tax ( 1,248 ) ( 73,432 ) 1,977 3,256

Net income (loss) $ ( 15,987 ) $ ( 73,798 ) $ 5,614 $ 18,270

Weighted average shares outstanding, Basic 78,269 78,163 78,101 78,721

Weighted average shares outstanding, Diluted 78,269 78,163 78,343 92,136

Basic Earnings (loss) per share:

Continuing operations $ ( 0.19 ) $ ( 0.00 ) $ 0.05 $ 0.19

Discontinued operations $ ( 0.02 ) $ ( 0.94 ) $ 0.03 $ 0.04

$ ( 0.20 ) $ ( 0.94 ) 0.07 $ 0.23

Diluted Earnings (loss) per share:

Continuing operations $ ( 0.19 ) $ ( 0.00 ) $ 0.05 $ 0.16

Discontinued operations $ ( 0.02 ) $ ( 0.94 ) $ 0.03 $ 0.04

$ ( 0.20 ) $ ( 0.94 ) $ 0.07 $ 0.20

Subsequent Event

Subsequent to year-end we have initiated a plan to identify additional cost savings that include headcount reductions, the costs for which are expected to amount to approximately $ 1 million and which we expect will be recorded in the first quarter of 2025.

Schedule I - Condensed Financial Information of Registrant

2 unchanged sentences

Condensed Balance Sheets

In Thousands, Except Par Value

As of December 28, 2024 As of December 30, 2023

In Thousands, Except Share Data

As of January 3, 2026 As of December 28, 2024

Current assets:

Cash and cash equivalents $ 871 $ 974

Prepaid expenses and other current assets — —

Total current assets 871 974

Noncurrent assets:

Deferred income taxes, net 11,892 11,618

11,618 10,245

Investment in subsidiary 925,142 970,199

5 unchanged sentences

Current maturities of long-term debt — 84,774

Long-term debt, less current portion and debt discount — 300,000

Total current liabilities — 85,023

Noncurrent liabilities:

Other liabilities 68,372 81,435

Total other noncurrent liabilities 81,435 81,221

Total noncurrent liabilities

68,372 81,435

Stockholders’ equity:

1 unchanged sentence

200,000,000 shares authorized;

85,444 and 84,831 shares issued as of December 28, 2024 and December 30, 2023, respectively;

78,775 and 78,311 shares outstanding as of December 28, 2024 and December 30, 2023, respectively

86,278,538 and 85,444,263 shares issued as of January 3, 2026 and December 28, 2024, respectively;

79,416,050 and 78,775,117 shares outstanding as of January 3, 2026 and December 28, 2024, respectively

Additional paid-in capital 834,000 807,048

2 unchanged sentences

Treasury stock, at cost;

6,669 and 6,520 shares as of December 28, 2024 and December 30, 2023, respectively

6,862,488 and 6,669,146 shares as of January 3, 2026 and December 28, 2024, respectively

( 220,925 ) ( 217,686 )

1 unchanged sentence

Total liabilities and stockholders’ equity $ 937,905 $ 982,791

Fiscal year 2025 includes 53 weeks.

Fiscal years 2024 and 2023 include 52 weeks.

The accompanying notes are an integral part of these condensed financial statements.

9 unchanged sentences

(Gain) loss on extinguishment of debt — ( 859 ) 599

( 859 ) 599 —

Earnings (loss) before income taxes ( 1,204 ) ( 6,036 ) ( 12,853 )

2 unchanged sentences

Net income (loss) of subsidiaries 30,530 ( 23,836 ) ( 55,449 )

( 23,836 ) ( 55,449 ) 51,864

Net income (loss) $ 29,600 $ ( 28,499 ) $ ( 65,901 )

$ ( 28,499 ) $ ( 65,901 ) $ 42,122

Comprehensive income (loss):

Net income (loss) $ 29,600 $ ( 28,499 ) $ ( 65,901 )

$ ( 28,499 ) $ ( 65,901 ) $ 42,122

Unrealized gain on hedge instruments

Unrealized gain (loss) on hedge instruments

( 161 ) 548 1,019

1 unchanged sentence

Comprehensive income (loss) $ 29,479 $ ( 28,080 ) $ ( 65,141 )

$ ( 28,080 ) $ ( 65,141 ) $ 42,883

Fiscal year 2025 includes 53 weeks.

Fiscal years 2024 and 2023 include 52 weeks.

The accompanying notes are an integral part of these condensed financial statements.

6 unchanged sentences

Net cash provided by (used for) operating activities $ ( 14,676 ) $ ( 6,082 ) $ ( 6,780 )

$ ( 6,082 ) $ ( 6,780 ) $ ( 9,744 )

Cash flows from investing activities

3 unchanged sentences

Repayments on long-term debt ( 84,774 ) ( 215,000 ) ( 99,250 )

Borrowings on long-term debt, net of discounts — — —

Proceeds from issuance of common stock 3,395 1,507 1,837

5 unchanged sentences

Cash and cash equivalents, end of year $ 871 $ 974 $ 233

Fiscal year 2025 includes 53 weeks.

Fiscal years 2024 and 2023 include 52 weeks.

The accompanying notes are an integral part of these condensed financial statements.

14 unchanged sentences

In May 2020, the Company issued $ 402.5 million principal amount of 2.50 % convertible senior notes due 2025.

The 2025 Notes pay interest semi-annually in arrears on May 15 and November 15 of each year, commencing on November 15, 2020, at an annual rate of 2.50 % and are convertible into cash, shares of common stock or a combination of cash and shares of common stock, at our election, based on the applicable conversion rate at such time.

NVHI contributed the proceeds from the 2025 Notes to NVI as additional investments during the fiscal year 2020.

“Debt” to the NVHI consolidated financial statements for details of the 2025 Notes, including information on the repurchases of $ 217.7 million and $ 100.0 million of aggregate principal amount of our 2025 Notes in August 2024 and November 2023, respectively.

The Company fully repaid the 2025 Notes during fiscal year 2025.

“Debt” to the NVHI consolidated financial statements for more information.

Guarantees and Restrictions

As of December 28, 2024, NVI had $ 254.2 million of principal amount of long-term debt outstanding under its Term Loan A and no outstanding cash borrowings under its $ 300.0 million Revolving Loans, which includes $ 6.4 million in outstanding letters of credit.

As of January 3, 2026, NVI had $ 237.6 million of principal amount of long-term debt outstanding under its Term Loan A and no outstanding cash borrowings under its $ 300.0 million Revolving Loans, which includes $ 6.7 million in outstanding letters of credit.

Under the terms of NVI’s amended credit agreement, provided no event of default has occurred and is continuing, NVI is permitted to pay dividends to NVHI with certain restrictions.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk