What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-04 compared with 2025-02-26 · 100 added, 153 removed, 175 unchanged (59% of the section changed)

3 unchanged sentences

Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In accordance with Rule 13a-15(b) of the Exchange Act, the Company carried out an evaluation, under the supervision and with the participation of its management, including its CEO and CFO, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 28, 2024.

Based on that evaluation, the CEO and the CFO have concluded that, as of December 28, 2024, the Company’s disclosure controls and procedures are effective in ensuring that material information relating to the Company required to be disclosed in the Company’s periodic filings with the U.S.

Based on that evaluation, the CEO and the CFO have concluded that, as of January 3, 2026, the Company’s disclosure controls and procedures are effective in ensuring that material information relating to the Company required to be disclosed in the Company’s periodic filings with the U.S.

Securities and Exchange Commission (“SEC”) is made known to them in a timely manner.

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management, with the participation of our CEO and CFO, has assessed the effectiveness of the Company’s internal control over financial reporting as of December 28, 2024 in accordance with the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management concluded that the Company maintained effective internal control over financial reporting as of December 28, 2024.

The Company’s independent registered public accounting firm, Deloitte & Touche LLP, as auditors of our consolidated financial statements as of and for the year ended December 28, 2024, has issued their attestation report on management’s internal control over financial reporting which is set forth below.

Management, with the participation of our CEO and CFO, has assessed the effectiveness of the Company’s internal control over financial reporting as of January 3, 2026 in accordance with the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management concluded that the Company maintained effective internal control over financial reporting as of January 3, 2026.

The Company’s independent registered public accounting firm, Deloitte & Touche LLP, as auditors of our consolidated financial statements as of and for the year ended January 3, 2026, has issued their attestation report on management’s internal control over financial reporting which is set forth below.

Changes in Internal Control over Financial Reporting

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To the Stockholders and the Board of Directors of National Vision Holdings, Inc.

and Subsidiaries

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of National Vision Holdings, Inc.

and subsidiaries (the “Company”) 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 (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 28, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 28, 2024, of the Company and our report dated February 25, 2025, expressed an unqualified opinion on those financial statements.

and subsidiaries (the “Company”) 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 (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 3, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended January 3, 2026, of the Company and our report dated March 4, 2026, expressed an unqualified opinion on those financial statements.

Basis for Opinion

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/s/ Deloitte & Touche LLP

Atlanta, Georgia

February 25, 2025

March 4, 2026

Other Information

On February 24, 2025, the Board appointed Christopher Laden to fill the role of Chief Financial Officer, effective on March 31, 2025.

Laden will also serve as the Company’s principal accounting officer.

On February 24, 2025, the Board also appointed Patrick Moore to serve as Interim Chief Financial Officer and interim principal accounting officer effective immediately following the previously announced termination of employment of Melissa Rasmussen, the Company’s current Chief Financial Officer and principal accounting officer, on March 3, 2025, until Mr.

Laden assumes the role of Chief Financial Officer and principal accounting officer.

Laden, 38, most recently served as Chief Financial Officer of Community Veterinary Partners, one of the largest consolidators of veterinary hospitals in the U.S., from October 2022 to February 2025.

Prior to that, he served as Chief Financial Officer of Women’s Care, one of the largest OB/GYN practices in the U.S., from November 2021 until October 2022.

From November 2020 until July 2021, Mr.

Laden served as Chief Financial Officer of MD Now Medical Centers, one of the largest urgent care chains in Florida.

From April 2016 until October 2020, Mr.

Laden served in several key financial leadership roles at Luxottica – Pearle Vision, including Head of Finance.

From January 2008 until March 2016, Mr.

Laden served in multiple financial roles at General Electric – Aviation.

Laden holds a Bachelor of Science in Business Administration from the Warrington College of Business at the University of Florida.

In connection with his appointment, Mr.

Laden will receive an annual base salary of $500,000, subject to periodic review and adjustment, and a signing bonus of $200,000.

He will be eligible for an annual short term incentive award, with the target of 65% of base compensation, according to the terms and conditions approved by the Company’s Compensation Committee.

On March 31, 2025, he will also receive Restricted Stock Units (“RSUs”) with a targeted grant value of $1,000,000 as of such date.

The RSUs will vest in annual installments over three years, conditioned upon his continuing service.

Laden will be eligible to receive additional equity awards in the future under the Company’s long-term incentive program.

In addition, the Company will provide a relocation package to Mr.

Laden and will pay his COBRA costs until he is eligible for Company benefits.

Laden will be a Level II Participant in the Company’s Executive Severance Plan, the terms of which have been previously disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 25, 2024, which description is incorporated herein by reference.

Moore, 61, previously served as the Company’s Chief Operating Officer from January 2023 until August 2024.

Moore has served as a special advisor to the Company since his retirement as Chief Operating Officer in 2024.

Prior to that, he served as Chief Operating and Chief Financial Officer of the Company from August 2022 until December 2022 and as Senior Vice President, Chief Financial Officer of the Company from February 2015 until August 2022.

Moore joined the Company as Senior Vice President, Chief Financial Officer in September 2014.

Prior to joining the Company, Mr.

Moore served in both divisional and group chief financial officer roles for Fiserv, Inc., First Data Corporation, Fluor Corporation and BellSouth Corporation (now AT&T).

Moore began his career with BellSouth Corporation, serving in roles involving engineering, operations, finance, strategy, investor relations and merger integration.

Moore holds a B.A.

degree in Mechanical Engineering, as well as an MBA degree from the University of Alabama.

Moore also attended the Stanford Executive program in 2002.

Moore will receive a monthly stipend of $50,000 as compensation for his services as Interim Chief Financial Officer, to be paid for the period starting on the effective date of his appointment and ending on the start date for the permanent Chief Financial Officer or Mr.

Moore’s earlier departure from the role of Interim Financial Officer, with a pro rata payment for any partial months.

There are no arrangements or understandings between either of Mr.

Laden, respectively, and any other person pursuant to which Mr.

Moore was appointed to serve as Interim Chief Financial Officer of the Company or Mr.

Laden was appointed to serve as Chief Financial Officer of the Company.

There are no family relationships between either Mr.

Laden and any of the Company’s directors or executive officers.

Neither of Mr.

Moore nor Mr.

Laden have any direct or indirect material interest in any existing or currently proposed transaction that would require disclosure under Item 404(a) of Regulation S-K.

As previously disclosed on January 16, 2025, the Company announced that Ms.

Rasmussen will be leaving the Company to pursue another opportunity.

After concluding the previously disclosed negotiations concerning her departure, the Company and Ms.

Rasmussen have entered into a transition and separation agreement under which Ms.

Rasmussen will remain with the Company through close of business on March 3, 2025, or such other date as the parties may mutually agree;

to continue to carry out the duties and responsibilities of such role during such time, including participating in the Company’s earnings calls and assisting in the preparation and filing of the Company’s annual report for the 2024 fiscal year;

to actively transfer her duties and responsibilities to such persons as the Company may designate, including to her successor;

and to provide such additional assistance as may be requested

by the Company’s Chief Executive Officer or Board of Directors.

At the end of the transition period, Ms.

Rasmussen’s employment with the Company will be terminated, and Ms.

Rasmussen will receive the associated severance and termination benefits under the Company’s Executive Severance Plan, the terms of which have been previously disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 25, 2024, which description is incorporated herein by reference.

A copy of the transition and separation agreement will be filed with the Company’s next quarterly report on Form 10-Q.

Except as set forth below, during the twelve months ended January 3, 2026, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , terminated or modified a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408(a) of Regulation S-K).

On December 4, 2025 , L.

Reade Fahs , the Company’s Executive Chairman , adopted a trading arrangement for the sale of the Company’s common stock (a “Rule 10b5-1 Trading Plan”) that is intended to satisfy the affirmative defense conditions of the Exchange Act Rule 10b5-1(c).

Fahs’ Rule 10b5-1 Trading Plan provides for the sale of up to 352,000 shares of common stock pursuant to one or more limit orders from March 6, 2026, until December 31, 2026 .

On December 5, 2025 , Alex Wilkes , the Company’s Chief Executive Officer , adopted a trading arrangement for the sale of the Company’s common stock (a “Rule 10b5-1 Trading Plan”) that is intended to satisfy the affirmative defense conditions of the Exchange Act Rule 10b5-1(c).

Wilkes’ Rule 10b5-1 Trading Plan provides for the sale of up to 35,000 shares of common stock and expires on March 13, 2026 .

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Executive Officers of the Company

The following table sets forth the names, ages and positions of our executive officers as of February 26, 2025.

The following table sets forth the names, ages and positions of our executive officers as of March 4, 2026.

Name Age Position

Reade Fahs 64 Chief Executive Officer and Director

Melissa Rasmussen 48 Senior Vice President, Chief Financial Officer

Ravi Acharya 50 Senior Vice President, Chief Technology Officer

50 Senior Vice President, President of America’s Best

Jared Brandman 48 Senior Vice President, Chief Legal and Strategy Officer and Secretary

Bill Clark 50 Senior Vice President, Chief People Officer

58 Senior Vice President, Chief Merchandising and Managed Care Officer

48 Senior Vice President, General Manager of Eyeglass World, Fred Meyer and Military

Joe VanDette 46 Senior Vice President, Chief Brand and Marketing Officer

Reade Fah s has served as our Chief Executive Officer since January 2003, having joined National Vision in April 2002 as the President and Chief Operating Officer, and was appointed the Chief Executive Officer of National Vision Holdings, Inc.

in March 2014.

Prior to joining National Vision, Mr.

Fahs served as the Chief Executive Officer of First Tuesday and was Managing Director of Vision Express U.K.

Previously, Mr.

Fahs worked at LensCrafters, which he joined in 1986 for a decade of their most rapid growth.

Fahs serves on the board of directors of VisionSpring and is also a long-term Board member of RestoringVision.

In addition, Mr.

Fahs serves on the boards of Pennsylvania College of Optometry at Salus University, PetVet Care Centers, The Atlanta Committee for Progress and Atlanta’s Alliance Theatre.

Fahs holds a B.A.

degree in English Literature from Harvard College.

Alex Wilkes has served as our President since August 2024.

Alex Wilkes 47 Chief Executive Officer and Director

39 Chief Financial Officer

Mark Banner 51 President of America’s Best

Jared Brandman 49 Chief Legal & Strategy Officer, Corporate Secretary

Bill Clark 51 Chief People Officer

55 Chief Technology Officer

45 Chief Merchandising and Managed Care Officer

Priti Patel 49 Head of Emerging Brands

Joe VanDette 48 Chief Brand and Marketing Officer

Alex Wilkes has served as our Chief Executive Officer since August 2025, having joined National Vision as President in August 2024.

Previously, Mr.

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in Economics from the University of Iowa.

Melissa Rasmussen has served as our Senior Vice President, Chief Financial Officer since January 2023.

Prior to that, she was our Senior Vice President, Finance and Accounting from August 2022 until December 2022.

She served as our Senior Vice President, Chief Accounting Officer of National Vision Holdings, Inc.

from July 2019 until August 2022.

Rasmussen joined National Vision after spending 21 years at Lexmark International, Inc., where she was most recently Vice President and Corporate Controller from November 2016 to July 2019.

From February 2012 to November 2016, Ms.

Rasmussen served as Director of SEC Reporting and Corporate Consolidation for Lexmark.

Prior to that, she held numerous finance and accounting leadership roles, including North America Controller and Global Consolidation Manager.

Rasmussen holds a B.S.

degree in Accounting from the University of Kentucky and is a certified public accountant.

Ravi Acharya has served as our Senior Vice President, Chief Technology Officer since March 2020.

Previously, from June 2015 until March 2019, Mr.

Acharya served as the Divisional CIO and Vice President of eCommerce for Medtronic’s global Diabetes business unit and led direct-to-consumer and e-commerce technology-driven solutions across multiple industries at companies including Equifax, Sears and Capgemini.

Acharya earned an MBA from the Kellogg School of Management at Northwestern University and a B.S.

in Electrical Engineering from the Illinois Institute of Technology.

Mark Banner has served as Senior Vice President, President of America's Best since January 24, 2025, and previously served as our Chief Stores Officer since July 2024.

Chris Laden has served as our Chief Financial Officer since March 2025.

Before joining National Vision, Mr.

Laden was Chief Financial Officer at Community Veterinary Partners, a community of veterinary hospitals, from January 2023 to March 2025.

Prior to that, he served as the Chief Financial Officer of Women's Care, a leading women’s healthcare group in the U.S., from 2021 to 2022, and MD Now Urgent Care, the largest provider of urgent care services in Florida, from 2020-2021.

Laden also brings extensive experience in the optical industry, having held key leadership roles at Pearle Vision, a division of EssilorLuxottica.

Laden hold a B.S.

in Business Administration from the University of Florida.

Mark Banner has served as President of America's Best since January 2025, and previously served as our Chief Stores Officer since July 2024.

Prior to joining National Vision, Mr.

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from the Sloan School of Management at Massachusetts Institute of Technology.

Jared Brandman has served as our Senior Vice President, Chief Legal and Strategy Officer, and Secretary, since January 24, 2025, having previously served as our Senior Vice President, General Counsel and Secretary since February 2019.

Jared Brandman has served as our Chief Legal & Strategy Officer, and Corporate Secretary, since January 2025, having previously served as our Senior Vice President, General Counsel and Secretary since February 2019.

Brandman joined National Vision in 2017 as Vice President, Assistant General Counsel and Assistant Secretary.

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degree from Emory University School of Law.

Bill Clark has served as our Senior Vice President, Chief People Officer since June 2019.

Bill Clark has served as our Chief People Officer since June 2019.

Prior to joining National Vision, he served as Senior Vice President, Human Resources at Five Below, Inc.

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degree in Biology and a Master of Science degree in College Teaching from Northeastern State University in Oklahoma.

Megan Molony has served as our Senior Vice President, Chief Merchandising and Managed Care Officer since 2022.

Molony joined National Vision in 2017, previously serving as Senior Vice President, Merchandising and Managed Care from 2020 to 2022, Senior Vice President, Merchandising from 2018 to 2020, and Vice President, Merchandising from 2017 to 2018.

Prior to joining National Vision, Ms.

Molony served in several key leadership roles with some of the largest global optical companies, including both Luxottica and Essilor, overseeing multiple functions including Merchandising, Product Development, Customer Experience, Strategic Planning, Pricing Strategy, Operations and Innovation pipeline and portfolio management.

Molony holds a Bachelor of Science degree from Purdue University.

David Cutler has served as our Chief Technology Officer since September 2025.

Prior to joining National Vision, Mr.

Cutler spent nearly two decades at Slalom, a business and technology consulting firm, where he most recently served as General Manager and Global Lead for Technology Enablement from 2016 to 2025.

Prior to that, he was a Managing Director for Slalom from 2008 to 2016.

From 2012-2016, Mr.

Cutler co-founded and served as CEO of mLevel, a Slalom corporate learning company later acquired by Axonify.

Cutler holds a B.S.

in Computer Science and Electrical Engineering from Northwestern University.

Ana Moeddel has served as our Chief Merchandising and Managed Care Officer since September 2025.

Prior to joining National Vision, she served as Chief Growth Officer of Community Veterinary Partners, a network of veterinary hospitals, from January 2022 to August 2025.

From 2012 to 2022, Ms.

Moeddel held various leadership roles at EssilorLuxottica, including Vice President of Operations and General Manager for TeamVision, where she helped define, design and implement a new business unit for the organization.

She also held Vice President roles in Product, Pricing, Managed Care, Strategy, Real Estate, Ecommerce, Customer Experience and Business Development, across multiple Luxottica Retail Brands like Lenscrafters, Target Optical and others.

Moeddel holds a bachelor’s degree in Economics and Computers from Academia de Studii Economice in Bucharest, Romania and an M.B.A.

in Corporate Strategy from Stephen M.

Ross School of Business at the University of Michigan.

Priti Patel, O.D.

has served as our Senior Vice President, General Manager of Eyeglass World, Fred Meyer and Military Stores, since January 24, 2025.

Patel previously served as our Senior Vice President, Chief Medical Officer from June 2024 to January 2025;

has served as Head of Emerging Brands, since August 2025.

Having joined National Vision in 2010, Dr.

Patel previously served as General Manager of Eyeglass World, Fred Meyer and Military Stores, from January 2025 to August 2025;

Senior Vice President, Chief Medical Officer from June 2024 to January 2025;

Senior Vice President, Healthcare Strategy and Development from February 2024 to June 2024;

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Her residency was in Primary Care and Ocular Disease from Salus University.

Joe VanDette has served as our Senior Vice President, Chief Brand and Marketing Officer since January 24, 2025, having joined National Vision in April 2022 as our Senior Vice President, Chief Marketing Officer.

Joe VanDette has served as our Chief Brand and Marketing Officer since January 2025, having joined National Vision in April 2022 as our Senior Vice President, Chief Marketing Officer.

Previously, Mr.

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Insider Trading Policy

The information required by Item 408(b) of Regulation S-K will be included in our definitive proxy statement for the 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

We have adopted the National Vision Holdings, Inc.

Securities Trading Policy governing the purchase, sale and/or other dispositions of our securities by our directors, officers, employees or us, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and the Nasdaq listing standards.

The foregoing summary of the Securities Holding and Trading Policy does not purport to be complete and is qualified in its entirety by reference to

the full text of the Securities Trading Policy attached to this Annual Report as Exhibit 19.1 and incorporated herein by reference.

The foregoing summary of the Securities Holding and Trading Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Trading Policy attached to this Annual Report as Exhibit 19.1 and incorporated herein by reference.

The additional information required by this item will be included in our definitive proxy statement for the 2026 Annual Meeting of Stockholders and is incorporated herein by reference.

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Item 8.on Page 61

Consolidated Balance Sheets as of December 28 , 202 4 and December 3 0 , 202 3

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

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Description of Securities of the Registrant - incorporated herein by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed on February 28, 2022

Indenture, dated as of May 12, 2020, between National Vision Holdings, Inc.

Bank National Association, as trustee - incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 12, 2020

Form of 2.50% Convertible Senior Note due 2025 - incorporated herein by reference to Exhibit A within Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 12, 2020

Second Joinder and Restatement Agreement, dated as of June 13, 2023, including as Exhibit A thereto, to the Second Amended and Restated Credit Agreement, by and among Nautilus Acquisition Holdings, Inc., National Vision, Inc., certain subsidiaries of National Vision, Inc., as guarantors, Bank of America, N.A., as Administrative Agent and the Collateral Agent, and the lenders from time to time party thereto - incorporated therein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 20, 2023

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Form of Stock Option Agreement under the 2017 Omnibus Incentive Plan, as adopted February 2019 - incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 9, 2019

Form of Performance Stock Unit Agreement under the 2017 Omnibus Incentive Plan, as adopted February 2021 – incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2021

Form of Restricted Stock Unit Agreement under the 2017 Omnibus Incentive Plan, as adopted March 21, 2021 – incorporated herein by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on May 10, 2022

Form of Restricted Stock Unit Agreement under the 2017 Omnibus Incentive Plan, as adopted April 10, 2022 - incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2022

Form of Restricted Stock Unit Agreement under the 2017 Omnibus Incentive Plan, as adopted February 24, 2022 – incorporated herein by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on May 10, 2022

Form of Performance Stock Unit Agreement under the 2017 Omnibus Incentive Plan, as adopted February 24, 2022 – incorporated herein by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on May 10, 2022

Form of Restricted Stock Unit Agreement for Non-Employee Directors under the 2017 Omnibus Incentive Plan, as adopted June 15, 2022 – incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 11, 2022

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Form of Performance Stock Unit Agreement under the 2017 Omnibus Incentive Plan, as adopted February 12, 2024– incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2024

Option Agreement for Patrick R.

Moore under the 2017 Omnibus Incentive Plan - incorporated herein by reference to Exhibit 10.34 to the Company’s Amendment No.

2 to Form S-1 Registration Statement filed on October 16, 2017

2014 Stock Incentive Plan for Key Employees of National Vision Holdings, Inc.

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Second Amendment to the Direct Lens Letter Agreement, dated November 8, 2023, by and between Essilor of America, Inc.

and National Vision, Inc Portions of this exhibit have been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because such information is (i) not material and (ii) the type of information that the registrant treats as private or confidential.

and National Vision, Inc.

Third Amendment to the Direct Lens Letter Agreement, dated December 13, 2025, by and between Essilor of America, Inc.

and National Vision, Inc.

- incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 16, 2025

Cooperation Agreement, dated March 17, 2025, by and between National Vision Holdings, Inc.

and Engine Capital, L.P.

- incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 17, 2025

Transition and Separation Agreement, dated February 25, 2025, by and between National Vision, Inc.

and Melissa Rasmussen - incorporated herein by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on May 8, 2025

Form of Performance Stock Unit Agreement under the 2017 Omnibus Incentive Plan, as adopted March 5, 2025 - incorporated herein by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on May 8, 2025

Executive Chair Agreement, dated April 28, 2025, by and between National Vision Holdings, Inc.

Reade Fahs - incorporated herein by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on August 7, 2025

National Vision Holdings, Inc.

Securities Trading Policy

Securities Trading Policy – incorporated herein by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed on February 26, 2025.

Subsidiaries of National Vision Holdings, Inc.

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101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 The cover page of the Company’s Annual Report on Form 10-K for the year ended December 28, 2024, formatted in Inline XBRL (included within the Exhibit 101 attachments)

104 The cover page of the Company’s Annual Report on Form 10-K for the year ended January 3, 2026, formatted in Inline XBRL (included within the Exhibit 101 attachments)

(†) Identifies exhibits that consist of a management contract or compensatory plan or arrangement.

(‡) Confidential treatment has been requested with respect to certain portions of identified exhibits.

Omitted portions have been filed separately with the Securities and Exchange Commission.

(‡) Portions of this exhibit have been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because such information is (i) not material and (ii) the type of information that the registrant treats as private or confidential.

Form 10-K Summary

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National Vision Holdings, Inc.

/s/ Alex Wilkes

Chief Executive Officer

(Principal Executive Officer)

February 26, 2025

March 4, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Signature Title Date

Reade Fahs Chief Executive Officer and Director February 26, 2025

Reade Fahs (Principal Executive Officer)

/s/ Melissa Rasmussen Senior Vice President, Chief Financial Officer February 26, 2025

Melissa Rasmussen (Principal Financial and Accounting Officer)

/s/ Jose Armario Director February 26, 2025

/s/ Alex Wilkes

Chief Executive Officer and Director March 4, 2026

(Principal Executive Officer)

/s/ Christopher Laden

Chief Financial Officer

March 4, 2026

Christopher Laden (Principal Financial and Accounting Officer)

/s/ Jose Armario Director March 4, 2026

Executive Chairman

March 4, 2026

/s/ Virginia A.

Hepner Director February 26, 2025

Johnson Director February 26, 2025

/s/ Naomi Kelman Director February 26, 2025

/s/ Susan O’Farrell

Director February 26, 2025

Hepner Director March 4, 2026

Johnson Director March 4, 2026

/s/ Naomi Kelman Director March 4, 2026

Director March 4, 2026

/s/ Michael J.

Director March 4, 2026

/s/ Susan O’Farrell Director March 4, 2026

Susan O’Farrell

Randolph Peeler Chairman and Director February 26, 2025

Randolph Peeler Lead Independent Director

March 4, 2026

Randolph Peeler

/s/ Thomas V.

Director February 26, 2025

/s/ Caitlin Zulla

Director February 26, 2025

/s/ Caitlin Zulla Director March 4, 2026

Caitlin Zulla

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 9A. Controls and Procedures