View:
Download DOC
Download PDF
Download XLS
Download XBRL
eye-20260404
0001710155January 022026Q1falseP3YP9MP1YP1YP1Yxbrli:sharesiso4217:USDiso4217:USDxbrli:shareseye:storeeye:store_brandeye:corporationxbrli:pureeye:segment00017101552026-01-042026-04-0400017101552026-05-0100017101552026-04-0400017101552026-01-030001710155eye:ProductSalesMember2026-01-042026-04-040001710155eye:ProductSalesMember2024-12-292025-03-290001710155eye:ServicesAndPlansMember2026-01-042026-04-040001710155eye:ServicesAndPlansMember2024-12-292025-03-2900017101552024-12-292025-03-290001710155us-gaap:CommonStockMember2026-01-030001710155us-gaap:AdditionalPaidInCapitalMember2026-01-030001710155us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-01-030001710155us-gaap:RetainedEarningsMember2026-01-030001710155us-gaap:TreasuryStockCommonMember2026-01-030001710155us-gaap:CommonStockMember2026-01-042026-04-040001710155us-gaap:AdditionalPaidInCapitalMember2026-01-042026-04-040001710155us-gaap:TreasuryStockCommonMember2026-01-042026-04-040001710155us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-01-042026-04-040001710155us-gaap:RetainedEarningsMember2026-01-042026-04-040001710155us-gaap:CommonStockMember2026-04-040001710155us-gaap:AdditionalPaidInCapitalMember2026-04-040001710155us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-04-040001710155us-gaap:RetainedEarningsMember2026-04-040001710155us-gaap:TreasuryStockCommonMember2026-04-040001710155us-gaap:CommonStockMember2024-12-280001710155us-gaap:AdditionalPaidInCapitalMember2024-12-280001710155us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-280001710155us-gaap:RetainedEarningsMember2024-12-280001710155us-gaap:TreasuryStockCommonMember2024-12-2800017101552024-12-280001710155us-gaap:CommonStockMember2024-12-292025-03-290001710155us-gaap:AdditionalPaidInCapitalMember2024-12-292025-03-290001710155us-gaap:TreasuryStockCommonMember2024-12-292025-03-290001710155us-gaap:RetainedEarningsMember2024-12-292025-03-290001710155us-gaap:CommonStockMember2025-03-290001710155us-gaap:AdditionalPaidInCapitalMember2025-03-290001710155us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-03-290001710155us-gaap:RetainedEarningsMember2025-03-290001710155us-gaap:TreasuryStockCommonMember2025-03-2900017101552025-03-290001710155us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2026-04-040001710155us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2026-01-030001710155eye:TheCARESActMember2026-01-030001710155us-gaap:EmployeeSeveranceMember2026-01-042026-04-040001710155us-gaap:EmployeeSeveranceMember2024-12-292025-03-290001710155srt:MinimumMember2026-01-042026-04-040001710155srt:MaximumMember2026-01-042026-04-040001710155eye:March2026ShareRepurchaseMember2026-03-020001710155eye:March2026ShareRepurchaseMember2026-04-0400017101552024-12-172024-12-1700017101552024-12-292026-01-030001710155us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:MeasurementInputDiscountRateMember2025-03-290001710155eye:FirstLienTermALoanDueJune132028Memberus-gaap:LoansPayableMember2026-04-040001710155eye:FirstLienTermALoanDueJune132028Memberus-gaap:LoansPayableMember2026-01-030001710155us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2026-04-040001710155us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2026-01-030001710155eye:ConvertibleSeniorNotesDueIn2025Memberus-gaap:ConvertibleDebtMember2026-01-030001710155eye:ConvertibleSeniorNotesDueIn2025Memberus-gaap:ConvertibleDebtMember2024-12-292025-03-290001710155us-gaap:InterestRateSwapMember2025-12-310001710155us-gaap:InterestRateSwapMember2026-01-042026-04-040001710155us-gaap:InterestRateSwapMember2026-04-040001710155us-gaap:InterestRateSwapMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMember2026-04-040001710155us-gaap:InterestRateSwapMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMember2026-01-030001710155us-gaap:InterestRateSwapMemberus-gaap:OtherNoncurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMember2026-04-040001710155us-gaap:InterestRateSwapMemberus-gaap:OtherNoncurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMember2026-01-030001710155us-gaap:InterestRateSwapMemberus-gaap:AccruedLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMember2026-04-040001710155us-gaap:InterestRateSwapMemberus-gaap:AccruedLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMember2026-01-030001710155us-gaap:InterestRateSwapMemberus-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMember2026-04-040001710155us-gaap:InterestRateSwapMemberus-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMember2026-01-030001710155us-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMember2026-04-040001710155us-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMember2026-01-030001710155us-gaap:TransferredAtPointInTimeMember2026-01-042026-04-040001710155us-gaap:TransferredAtPointInTimeMember2024-12-292025-03-290001710155us-gaap:TransferredOverTimeMember2026-01-042026-04-040001710155us-gaap:TransferredOverTimeMember2024-12-292025-03-2900017101552026-04-052026-04-0400017101552027-01-032026-04-0400017101552028-01-022026-04-0400017101552028-12-312026-04-040001710155eye:StockholderDerivativeComplaintMember2026-02-112026-02-110001710155us-gaap:OperatingSegmentsMembereye:ProductSalesMembereye:OwnedAndHostStoreBrandsMember2026-01-042026-04-040001710155us-gaap:OperatingSegmentsMembereye:ProductSalesMembereye:OwnedAndHostStoreBrandsMember2024-12-292025-03-290001710155us-gaap:OperatingSegmentsMembereye:ServicesAndPlansMembereye:OwnedAndHostStoreBrandsMember2026-01-042026-04-040001710155us-gaap:OperatingSegmentsMembereye:ServicesAndPlansMembereye:OwnedAndHostStoreBrandsMember2024-12-292025-03-290001710155us-gaap:OperatingSegmentsMembereye:OwnedAndHostStoreBrandsMember2026-01-042026-04-040001710155us-gaap:OperatingSegmentsMembereye:OwnedAndHostStoreBrandsMember2024-12-292025-03-290001710155eye:CorporateAndReconcilingItemsMember2026-01-042026-04-040001710155eye:CorporateAndReconcilingItemsMember2024-12-292025-03-290001710155us-gaap:MaterialReconcilingItemsMember2026-01-042026-04-040001710155us-gaap:MaterialReconcilingItemsMember2024-12-292025-03-290001710155eye:StockOptionsRestrictedStockUnitsRSUsAndConvertibleNotesMember2026-01-042026-04-040001710155eye:StockOptionsRestrictedStockUnitsRSUsAndConvertibleNotesMember2024-12-292025-03-290001710155us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2026-01-030001710155us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2026-01-042026-04-040001710155us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2026-04-04

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________________________
FORM 10-Q
_______________________________________________________________________
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 4, 2026
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from           to         
Commission file number 001-38257
_______________________________________________________________________
National Vision Holdings, Inc.
(Exact name of registrant as specified in its charter)
_______________________________________________________________________
Delaware 46-4841717
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification No.)
2435 Commerce Ave 
Building 220030096
Duluth, Georgia
(Zip Code)
(Address of principal executive offices)
(770) 822‑3600
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
_______________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act
Title of each class Trading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareEYENasdaq
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  ☒  No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes  ☒  No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☒ Accelerated filer☐
Non-accelerated filer☐ Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐  No  ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class Outstanding at May 1, 2026
Common stock, $0.01 par value 80,116,665


NATIONAL VISION HOLDINGS, INC. AND SUBSIDIARIES


Table of Contents
Page



SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Form 10-Q”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the “safe harbor” created by those sections. All statements, other than statements of historical facts included in this Form 10-Q, including statements concerning our plans, objectives, goals, beliefs, business strategies, future events, business conditions, results of operations, financial position, business outlook, business trends and other information, may be forward-looking statements.
Words such as “believes,” “expects,” “may,” “will,” “should,” “could,” “seeks,” “intends,” “plans,” “estimates,” “anticipates,” or variations of such words or similar expressions are intended to identify forward-looking statements. The forward-looking statements are not historical facts or guarantees of future performance and are based upon our current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control. Our expectations, beliefs, and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.
There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained in this Form 10-Q. Such risks, uncertainties and other important factors that could cause actual results to differ include, among others, the risks, uncertainties and factors set forth in Part I, Item 1A - “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended January 3, 2026 (the “2025 Annual Report on Form 10-K”), as filed with the Securities and Exchange Commission (the “SEC”), as such risk factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov, and also include, but are not limited to, market volatility, an overall decline in the health of the economy, global macroeconomic conditions and other factors that may affect consumer spending or behavior; our ability to successfully implement our strategic initiatives, or anticipate the impact of important strategic initiatives; our ability to recruit and retain vision care professionals for in-store roles or to provide remote care offerings; our ability to compete in the highly competitive optical retail industry; our ability to maintain, protect, and enhance the value of our owned brands; the success of our marketing, advertising and promotional efforts; our ability to open and operate new stores (including as a result of store conversions) in a timely and cost-effective manner or to successfully enter new markets; our ability to increase sales in existing stores and to successfully reinvest in existing stores; our ability to successfully implement our pricing strategies; changes in the cost of inputs, and factors such as wage rate increases, inflation, cost increases, tariffs and related measures, increases in the price of raw materials and energy prices; significant capital requirements to fund our expanding business including updating our Enterprise Resource Planning (“ERP”) and Customer Relationship Management (“CRM”), and other technological, systems and capabilities; the potential for our growth strategies to strain our existing resources and cause the performance of our existing stores to suffer; risks associated with leasing substantial amounts of space, including future increases in occupancy costs; our ability to successfully manage the distinct risks faced by our e-commerce and omni-channel business; our ability to retain our existing senior management team, attract qualified new personnel or successfully implement our succession plans; seasonal fluctuations in our operating results and inventory levels; the potential impacts of catastrophic events, including changing climate and weather patterns leading to severe weather and natural disasters; the potential for certain technological advances, greater availability of, or increased consumer preferences for, vision correction alternatives to prescription eyeglasses or contact lenses, or future drug development for the correction of vision-related problems to reduce the demand for our products; our ability to successfully manage our inventory balances and inventory shrinkage; the potential for the loss of, or disruption in the operations of, one or more of our distribution centers or optical laboratories, which would impact our ability to process and fulfill customer orders and deliver our products in a timely manner, or at all, or result in quality issues; the performance of our Host brands and our ability to maintain or extend our operating relationships with our Host partners; sustainability issues, including those related to climate change; our ability to develop, maintain and extend relationships with managed vision care companies, vision insurance providers and other third-party payors; our reliance on third-party coverage and reimbursement, including government programs, for an increasing portion of our revenues; risks associated with vendors from whom our products and certain services are sourced and our dependence on a limited number of suppliers; changes in U.S. or international laws, including tariffs, affecting our ability to source merchandise and services internationally; the impact of any significant failure, inadequacy, interruption or security breach affecting our information technology systems, or those of our vendors; our ability to comply with state, local and federal vision care and healthcare laws and regulations, as well as managed vision care laws and regulations; liability stemming from rapidly changing and increasingly stringent laws, regulations, contractual obligations, and industry standards relating to privacy, data security and data protection; product liability, product recall or personal injury issues; our ability to comply with laws, regulations and enforcement activities or changes in statutory, regulatory, accounting and other legal requirements; the outcome of legal proceedings relating to our business operations; the protection and validity of our intellectual property; risks related to our indebtedness; changes in interest rates; restrictions in our credit agreement that limit our flexibility in operating our business; and risks related to owning our common stock.
3

We caution you that the risks, uncertainties and other factors referenced above may not contain all of the risks, uncertainties and other factors that are important to you. In addition, we cannot assure you that we will realize the results, benefits or developments that we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our business in the way expected. There can be no assurance that (i) we have correctly measured or identified all of the factors affecting our business or the extent of these factors’ likely impact, (ii) the available information with respect to these factors on which such analysis is based is complete or accurate, (iii) such analysis is correct or (iv) our strategy, which is based in part on this analysis, will be successful. All forward-looking statements in this Form 10-Q apply only as of the date of this Form 10-Q or as of the date they were made and, except as required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.
All references to “we,” “us,” “our,” or the “Company” in this Form 10-Q mean National Vision Holdings, Inc. and its subsidiaries, unless the context otherwise requires. References to “eye care practitioners” in this Form 10-Q mean optometrists and ophthalmologists and references to “vision care professionals” mean optometrists (including optometrists employed by us or by professional corporations owned by eye care practitioners with which we have arrangements) and opticians.
Website Disclosure
We use our website www.nationalvision.com as a channel of distribution of Company information. Financial and other important information regarding the Company is routinely accessible through and posted on our website. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive e-mail alerts and other information about National Vision Holdings, Inc. when you enroll your e-mail address by visiting the “Email Alerts” page of the Investor Resources section of our website at www.nationalvision.com/investors. The contents of our website are not, however, a part of this Form 10-Q.
4

PART I – FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited).
National Vision Holdings, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
In thousands, except share data
As of
April 4, 2026		As of
January 3, 2026
ASSETS
Current assets:
Cash and cash equivalents $67,898 $38,708 
Accounts receivable, net43,990 57,322 
Inventories, net107,706 89,318 
Prepaid expenses and other current assets41,029 40,374 
Total current assets260,623 225,722 
Noncurrent assets:
Property and equipment, net342,103 344,619 
Goodwill700,976 700,642 
Trademarks and trade names240,547 240,547 
Other intangible assets, net7,385 7,554 
Right of use assets397,365 394,896 
Other assets71,484 69,698 
Total noncurrent assets1,759,860 1,757,956 
Total assets$2,020,483 $1,983,678 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$87,182 $78,999 
Other payables and accrued expenses106,626 109,674 
Unearned revenue50,427 52,279 
Deferred revenue66,309 64,560 
Current maturities of long-term debt and finance lease obligations16,588 16,583 
Current operating lease obligations91,356 90,313 
Total current liabilities418,488 412,408 
Noncurrent liabilities:
Long-term debt and finance lease obligations, less current portion and debt discount225,246 229,327 
Noncurrent operating lease obligations358,937 358,377 
Deferred revenue22,835 22,517 
Other liabilities8,966 8,944 
Deferred income taxes, net88,005 82,572 
Total noncurrent liabilities703,989 701,737 
Commitments and contingencies (See Note 7)
Stockholders’ equity:
Common stock, $0.01 par value; 200,000,000 shares authorized; 87,366,539 and 86,278,538 shares issued as of April 4, 2026 and January 3, 2026, respectively; 80,114,673 and 79,416,050 shares outstanding as of April 4, 2026 and January 3, 2026, respectively
873 862 
Additional paid-in capital841,485 834,000 
Accumulated other comprehensive income (loss)
194 (121)
Retained earnings286,898 255,717 
Treasury stock, at cost; 7,251,866 and 6,862,488 shares as of April 4, 2026 and January 3, 2026, respectively
(231,444)(220,925)
Total stockholders’ equity898,006 869,533 
Total liabilities and stockholders’ equity$2,020,483 $1,983,678 
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
National Vision Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)

Three Months Ended
In thousands, except per share amounts
April 4, 2026March 29, 2025
Revenue:
Net product sales$439,500 $412,765 
Net sales of services and plans 104,380 97,559 
Total net revenue543,880 510,324 
Costs applicable to revenue (exclusive of depreciation and amortization):
Products126,817 116,914 
Services and plans92,319 88,276 
Total costs applicable to revenue219,136 205,190 
Operating expenses:
Selling, general and administrative expenses256,092 255,532 
Depreciation and amortization23,442 22,963 
Asset impairment— 502 
Other expense (income), net(29)— 
Total operating expenses 279,505 278,997 
Income from operations
45,239 26,137 
Interest expense, net2,848 4,572 
Earnings before income taxes
42,391 21,565 
Income tax provision
11,210 7,379 
Net income
$31,181 $14,186 
Earnings per share:
Basic$0.39 $0.18 
Diluted$0.38 $0.18 
Weighted average shares outstanding:
Basic79,655 78,858 
Diluted81,492 79,259 
Comprehensive income:
Net income
$31,181 $14,186 
Unrealized gain on hedge instruments420 — 
Tax provision of unrealized gain on hedge instruments105 — 
Comprehensive income
$31,496 $14,186 
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
National Vision Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
Three Months Ended April 4, 2026
Common StockAdditional
Paid-In
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Retained EarningsTreasury
Stock		Total
Stockholders’
Equity
In thousandsSharesAmount
Balances at January 3, 2026
79,416 $862 $834,000 $(121)$255,717 $(220,925)$869,533 
Issuance of common stock (1)
1,088 11 490 — — — 501 
Stock-based compensation— — 6,995 — — — 6,995 
Purchase of treasury stock(389)— — — — (10,519)(10,519)
Unrealized gain on hedge instruments, net of tax— — — 315 — — 315 
Net income— — — — 31,181 — 31,181 
Balances at April 4, 202680,115 $873 $841,485 $194 $286,898 $(231,444)$898,006 
(1) Consists primarily of the vesting of shares issued under the Company’s stock incentive plans and Associate Share Purchase Plan.

Three Months Ended March 29, 2025
Common StockAdditional
Paid-In
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Retained EarningsTreasury
Stock		Total
Stockholders’
Equity
In thousandsSharesAmount
Balances at December 28, 2024
78,775 $854 $807,048 $— $226,117 $(217,686)$816,333 
Issuance of common stock (1)
403 4 261 — — — 265 
Stock-based compensation— — 7,000 — — — 7,000 
Purchase of treasury stock(128)— — — — (1,624)(1,624)
Unrealized gain on hedge instruments, net of tax— — — — — — — 
Net income— — — — 14,186 — 14,186 
Balances at March 29, 2025
79,050 $858 $814,309 $— $240,303 $(219,310)$836,160 
(1) Consists primarily of the vesting of shares issued under the Company’s stock incentive plans and Associate Share Purchase Plan.
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
National Vision Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended
In thousandsApril 4, 2026March 29, 2025
Cash flows from operating activities:
Net income
$31,181 $14,186 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization23,442 22,963 
Amortization of debt discount and deferred financing costs267 367 
Amortization of cloud computing implementation costs2,402 2,157 
Asset impairment — 502 
Deferred income tax expense (benefit)5,433 (5,783)
Stock-based compensation expense7,022 7,029 
Inventory adjustments1,224 1,039 
Other(248)(26)
Changes in operating assets and liabilities:
Accounts receivable13,222 (3,341)
Inventories(19,612)4,309 
Operating lease right of use assets and lease liabilities(403)(666)
Other assets(4,608)(10,922)
Accounts payable8,183 (16,982)
Deferred and unearned revenue215 10,258 
Other liabilities(6,015)7,149 
Net cash provided by operating activities61,705 32,239 
Cash flows from investing activities:
Purchase of property and equipment(17,569)(20,225)
Other(703)— 
Net cash used for investing activities(18,272)(20,225)
Cash flows from financing activities:
Repayments on long-term debt(3,313)(3,313)
Payments on finance lease obligations(813)(732)
Proceeds from issuance of common stock501 265 
Purchase of treasury stock(10,519)(1,624)
Net cash used for financing activities(14,144)(5,404)
Net change in cash, cash equivalents and restricted cash29,289 6,610 
Cash, cash equivalents and restricted cash, beginning of year40,302 75,237 
Cash, cash equivalents and restricted cash, end of period (See Note 2)
$69,591 $81,847 
Supplemental cash flow disclosure information:
Cash paid for interest$3,759 $4,549 
Cash paid (received) for taxes
$3 $(5)
Capital expenditures accrued at the end of the period$15,174 $8,179 
Operating cash outflows - operating leases$30,102 $29,445 
Right of use assets acquired under operating leases$26,232 $16,694 
The accompanying notes are an integral part of these condensed consolidated financial statements.

8


National Vision Holdings, Inc. and Subsidiaries
Index to Notes to Condensed Consolidated Financial Statements


9
National Vision Holdings, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)


1. Business and Significant Accounting Policies
Nature of Operations
National Vision Holdings, Inc. (“NVHI,” the “Company,” “we,” “our,” or “us”) is a holding company whose operating subsidiaries include its indirect wholly-owned subsidiary, National Vision, Inc. (“NVI”) and NVI’s wholly-owned subsidiaries. We are a leading value retailer of eyeglasses and contact lenses in the United States (the “U.S.”). We operated 1,274 and 1,250 retail optical locations in the U.S. and its territories as of April 4, 2026 and January 3, 2026, 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. Additionally, we operate omni-channel websites for our America’s Best, Eyeglass World and Military brands, as well as a dedicated e-commerce website.
We also operate a specialized health maintenance organization (“HMO”) that is licensed as a single-service health plan under California law. The HMO issues individual vision plans in connection with our America’s Best operations in California.
Basis of Presentation and Principles of Consolidation
We prepare our unaudited interim condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and, therefore, do not include all information and disclosures required by U.S. GAAP for complete consolidated financial statements. These condensed consolidated financial statements reflect all normal and recurring adjustments which are, in the opinion of management, necessary to present fairly the Company’s consolidated results of the interim period.
Certain information and disclosures normally included in our annual consolidated financial statements have been condensed or omitted; however, we believe that the disclosures included herein are sufficient for a fair presentation of the information presented. These condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto for the fiscal year ended January 3, 2026 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 4, 2026 (the “2025 Annual Report on Form 10-K”). The Company’s significant accounting policies are set forth in Note 1 within those consolidated financial statements. We use the same accounting policies in preparing interim condensed consolidated financial information and annual consolidated financial statements. There were no changes to our significant accounting policies during the three months ended April 4, 2026.
The condensed consolidated financial statements include our accounts and those of our wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
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 April 4, 2026, the variable interest entities include 27 professional corporations. The total assets of the consolidated VIEs included in the accompanying Condensed Consolidated Balance Sheets as of April 4, 2026 and January 3, 2026, were $5.7 million and $4.6 million, respectively, and the total liabilities of the consolidated VIEs were $10.6 million and $6.9 million, respectively.
Fiscal Year
Our fiscal year consists of 52 or 53 weeks ending on the Saturday closest to December 31. Fiscal year 2026 contains 52 weeks and will end on January 2, 2027. Fiscal year 2025 contained 53 weeks and ended on January 3, 2026. All three month periods presented herein contain 13 weeks. All references to years and quarters relate to fiscal periods rather than calendar periods.
Seasonality
The consolidated results of operations for the three months ended April 4, 2026 and March 29, 2025, are not necessarily indicative of the results to be expected for the full fiscal year due to seasonality and uncertainty of general economic conditions that may impact our key markets. Historically, our business has realized a higher portion of net revenue, income from operations, and cash flows from operations in the first half of the year, and a lower portion of net revenue, income from operations, and cash flows from operations in the fourth fiscal quarter. The first half seasonality is attributable primarily to annual health insurance program start/reset periods. Seasonality related to fourth quarter holiday spending by retail customers generally does not impact our business. Our quarterly consolidated results generally may also be affected by the timing of new store openings, store closings, and certain holidays.
10
CARES Act
Accounts receivable, net on the Condensed Consolidated Balance Sheets as of January 3, 2026 includes $9.0 million receivable under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act. During the three months ended April 4, 2026, the Company received the full payment of these CARES Act credits.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Severance Benefits
During the three months ended April 4, 2026 and March 29, 2025, we recognized $2.1 million and $2.1 million, respectively, related to severance benefits for certain associates in the Corporate and other category within Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations and Comprehensive Income. These charges were recognized in accordance with FASB guidance on employers’ accounting for postemployment benefits and guidance on accounting for costs associated with exit or disposal activities, as appropriate.
Stock-Based Compensation
During the three months ended April 4, 2026, we granted performance stock units to certain employees. The number of shares issued will be determined based on the level of achievement of predefined performance and market conditions, including adjusted operating income, return on invested capital, relative total shareholder return versus a peer group and an absolute total shareholder return feature, with a performance period of three years and a requisite service period of three to five years. We recognize compensation expense on performance stock units ratably over the requisite performance period of the award to the extent management views the performance goals as probable of attainment. We recognize compensation expense for the fair value of the relative total shareholder return versus the peer group component and the absolute total shareholder return component over the requisite service period of such awards using a Monte Carlo simulation.
Asset Impairment
We recognized no impairment charges during the three months ended April 4, 2026, compared to $0.5 million related to tangible long-lived store assets and Right of Use (“ROU”) assets for the three months ended March 29, 2025. The impairments were recognized in Corporate and other, and are reflected in Asset impairment in the Condensed Consolidated Statements of Operations and Comprehensive Income. Refer to Note 3. “Fair Value Measurement” for additional information on impairment charges.
Impairments of tangible long-lived store assets and ROU assets during the three months ended March 29, 2025 were primarily driven by lower than projected customer sales volume and profitability in certain stores and other entity-specific assumptions. We considered multiple factors including, but not limited to, forecasted scenarios related to store performance and the likelihood that these scenarios would be ultimately realized and the remaining useful lives of the assets.
Income Taxes
Our effective tax rate for the three months ended April 4, 2026 was 26.4%, reflecting our statutory federal and state rate of 25.1%, non-deductible compensation expense, partially offset by the discrete benefit of permanent adjustments related to equity compensation.
Our effective tax rate for the three months ended March 29, 2025 was 34.2%, reflecting our statutory federal and state rate of 25.2%, discrete effects of permanent adjustments related to equity compensation and other effects of permanent items.
Share Repurchases
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. As of April 4, 2026, the authorization has remaining capacity of $50 million.
Investments
In the second quarter of fiscal year 2023, we completed an investment in the equity of an entity specializing in applying artificial intelligence-powered screening and diagnostic tools to retinal imaging. As of April 4, 2026, we have invested a total of $3.3 million in the equity of the entity. The investment is valued at cost. In addition, in the fourth quarter of fiscal
11
year 2024, we completed an investment in a convertible promissory note issued by this entity. Refer to Note 3. “Fair Value Measurement” for more information on the investments in this entity. These investments are recognized in Other assets in the Condensed Consolidated Balance Sheets and in Other in the investing section of the Condensed Consolidated Statements of Cash Flows.
Adoption of Current Accounting Pronouncements
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 adopted this new guidance in the first quarter of 2026. The adoption of ASU 2025‑05 did not have a material impact on the Company’s allowance for credit losses or its consolidated financial statements.
Future Adoption of Accounting Pronouncements
Expense Disaggregation Disclosures. In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income (Topic 220-40): Expense Disaggregation Disclosures (“ASU 2024-03”). This update requires, among other things, more detailed disclosure about types of expenses in commonly presented expense captions such as cost of sales and SG&A, and is intended to improve the disclosures about an entity’s expenses including purchases of inventory, employee compensation, depreciation and amortization. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. 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 this ASU on its 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 standard is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, and permits prospective or full retrospective adoption. The Company is currently evaluating the impact of the guidance on the consolidated financial statements and disclosures.
The FASB issued other accounting guidance during the period that is not currently applicable or expected to have a material impact on the Company’s financial statements, and therefore, is not described above.

12
2. Details of Certain Balance Sheet Accounts
The following table provides a reconciliation of cash and cash equivalents reported within the Condensed Consolidated Balance sheets to the total of Cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statement of Cash Flows:
Three Months Ended
In thousandsApril 4, 2026March 29, 2025
Cash, cash equivalents and restricted cash:
Cash and cash equivalents$67,898 $80,024 
Restricted cash included in Other assets (1)
1,693 1,823 
$69,591 $81,847 
(1) Restricted cash relates to regulatory requirements associated with our FirstSight operations.

The following tables provide additional details of Inventories, net as of the dates shown below:

In thousandsAs of
April 4, 2026		As of
January 3, 2026
Inventories, net:
Raw materials and work in process (1)
$80,658 $65,775 
Finished goods27,048 23,543 
$107,706 $89,318 
(1)Due to the immaterial amount of estimated work in process and the short lead times for the conversion of raw materials to finished goods, the Company does not separately present raw materials and work in process.

3. Fair Value Measurement
Recurring fair value measurements
Interest Rate Derivatives
Derivative assets and liabilities are recognized at fair value, which reflects the estimated amounts the Company would receive or pay to settle the interest rate derivatives prior to their contractual 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 Secured Overnight Financing Rate (“Term SOFR”) forward rates. See Note 5. “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. As of April 4, 2026, we estimated the fair value of the convertible promissory note to be $2.5 million. Refer to Note 1. “Description of Business and Basis of Presentation” for more information on the investments in this entity.
Non-recurring fair value measurements
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 Store and ROU Store Assets
We recognized no impairment charges during the three months ended April 4, 2026, compared to $0.5 million related to tangible long-lived store assets and Right of Use (“ROU”) assets for the three months ended March 29, 2025. The cash flows used in estimating fair value were discounted using a market rate of 10.5% during the three months ended March 29, 2025. The estimated remaining fair value of the store assets impaired during the three months ended March 29, 2025 was $0.5 million. Substantially all of the remaining fair value of the impaired store assets represents the fair value of ROU assets.
13
Additional fair value information
Term Loan A and Revolving Loans
Since the borrowings under first lien term loan (“Term Loan A”) and revolving credit loans (the “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 Term Loan A and Revolving Loans. Refer to Note 4. “Debt” for more information on these borrowings.

4. Debt
Our debt consists of the following:
In thousandsAs of
April 4, 2026		As of
January 3, 2026
Term Loan A, due June 13, 2028$234,313 $237,625 
Revolving Loans, due June 13, 2028 (aggregate principal amount $300 million)
— — 
Debt before unamortized discount and issuance costs234,313 237,625 
Unamortized discount and issuance costs - Term Loan A(1,024)(1,137)
Debt less debt discount and issuance costs233,289 236,488 
Less current maturities(13,250)(13,250)
Long-term debt - noncurrent portion220,039 223,238 
Finance lease obligations8,545 9,422 
Less current maturities(3,338)(3,333)
Long-term debt and finance lease obligations, less current portion, discount, and issuance costs$225,246 $229,327 
Scheduled annual maturities of debt are as follows:
Fiscal PeriodIn thousands
2026 - remainder of fiscal year$9,938 
202713,250 
2028211,125 
$234,313 
We were in compliance with all covenants related to our debt as of April 4, 2026.
2025 Notes
During fiscal year 2025, the Company fully repaid the 2.50% convertible senior notes due on May 15, 2025 (“2025 Notes”).
We recognized the following in Interest expense, net related to the 2025 Notes:
Three Months Ended
In thousandsMarch 29, 2025
Contractual interest expense $530 
Amortization of issuance costs$125 

14
5. 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 $(0.5) million in Other comprehensive income (loss) during the three months ended April 4, 2026. A net gain of $0.1 million was reclassified from Accumulated other comprehensive income (loss) into Interest expense, net, during the three months ended April 4, 2026.
As of April 4, 2026, the Company expects to reclassify $0.2 million of unrealized gains on the derivative, net of tax, from AOCI into earnings in the next 12 months. Cash flows related to derivatives are included in the operating section of the Condensed Consolidated Statements of Cash Flows. See Note 10. “Accumulated Other Comprehensive Income (Loss)” for further details.
Our cash flow hedge position related to derivatives designated as hedging instruments under ASC 815 is as follows:
In thousands
Balance Sheet Classification
As of
April 4,
2026		As of
January 3, 2026
Current portion
Prepaid Expenses and Other Current Assets
$230 $— 
Non-current portion
Other Assets
29 — 
Current portion
Other Payables and Accrued Expenses
— 45 
Non-current portion
Other Liabilities
— 116 
Total derivative liabilities or assets designated as hedging instruments
$259 $161 
15
6. Revenue from Contracts with Customers
The majority of our revenues are recognized either at the point of sale or upon delivery and customer acceptance. We obtain consideration from our customers 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 60 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.
The following disaggregation of revenues depicts our revenue based on the timing of revenue recognition:
Three Months Ended
In thousandsApril 4, 2026March 29, 2025
Revenues recognized at a point in time$511,346 $478,528 
Revenues recognized over time32,534 31,796 
Total net revenue $543,880 $510,324 
Refer to Note 8. “Segment Reporting” for the Company’s disaggregation of net revenue. 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.
We record reductions in revenue for estimated price concessions granted to managed care providers. The Company considers its revenue from managed care customers to include variable consideration and estimates such amounts associated with managed care customer revenues using the history of concessions provided and cash receipts from managed care providers. We reduced our net revenue for variable consideration of $0.4 million and $3.2 million during the three months ended April 4, 2026 and March 29, 2025, respectively.
Unsatisfied Performance Obligations (Contract Liabilities)
During the three months ended April 4, 2026 and March 29, 2025, we recognized $23.4 million and $22.8 million, respectively, of deferred revenues outstanding at the beginning of each respective period.
Our deferred revenue balance as of April 4, 2026 and January 3, 2026 was $89.1 million and $87.1 million, respectively. Deferred revenue recorded as of April 4, 2026 is expected to be reflected in future operating results as follows:
Fiscal YearIn thousands
2026 - remainder of fiscal year$57,077 
202723,349 
20288,299 
2029419 
$89,144 

7. Commitments and Contingencies
Legal Proceedings
From time to time, the Company is involved in various legal proceedings incidental to its business. Because of the nature and inherent uncertainties of litigation, we cannot predict with certainty the ultimate resolution of these actions and, should the outcome of these actions be unfavorable, the Company’s business, financial position, results of operations or cash flows could be materially and adversely affected.
The Company reviews the status of its legal proceedings and records a provision for a liability when it is considered probable that a liability has been incurred and the amount of the loss can be reasonably estimated. This review is updated periodically as additional information becomes available. If either or both of the criteria are not met, we reassess whether there is at least a reasonable possibility that a loss, or additional losses, may be incurred. If there is a reasonable possibility that a loss may be incurred, we disclose the estimate of the amount of the loss or range of losses, or that an estimate of loss cannot be made. The Company expenses its legal fees as incurred.
We are currently and may in the future become subject to various claims and pending or threatened lawsuits in the ordinary course of our business.
16
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 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, and names certain of the Company’s officers, including our former 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. On July 24, 2024, the Company along with the named defendants, filed a motion to dismiss the complaint. On September 9, 2024, the plaintiff filed an amended complaint. Defendants filed a motion to dismiss the amended complaint on October 31, 2024. 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. Oral argument on the motion to dismiss was held on October 28, 2025. On February 11, 2026, the court granted the motion to dismiss. An appeal was not filed during the 30-day appeal period, which expired on March 13, 2026, and the matter is now closed.
8. Segment Reporting
The Company’s operating segments were determined on the same basis as used by the Chief Operating Decision Maker (“CODM”) to evaluate performance internally. Our CODM is our chief executive officer. Our operations consist primarily of one reportable segment: 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 have on-site laboratories and offer eye exams, provided by optometrists employed either by us or by independent professional corporations. Our Host operating segments consist of Military and Fred Meyer. These brands provide eye exams principally by independent optometrists in nearly all locations. 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 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.
The “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. GAAP, specifically effects of the change in unearned and deferred revenue during the period.
The operating segments identified above are the business activities of the Company for which discrete financial information is available and for which operating results are regularly provided to, and reviewed by, our CODM to allocate resources and assess performance. The Company considers each of our brands to be an operating segment and has further concluded that presenting the results of our reportable segment provides meaningful information consistent with the objectives of ASC 280, Segment Reporting.
The CODM uses segment EBITDA, calculated as net revenue, less costs applicable to revenue, less SG&A expenses, to evaluate the performance, and make decisions about the allocation of resources to segments predominantly in the annual budget and forecasting process. The CODM considers budget-to-actual variances on a monthly and quarterly basis when making decisions about the allocation of resources to each segment. Consistent with what the CODM reviews, depreciation and amortization and interest expense (income), net are excluded from segment EBITDA.
There are no differences between the measurement of our reportable segment’s assets and consolidated assets. 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 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.
17
The following table is a summary of certain financial data for our Owned & Host reportable segment, and other categories, and includes a reconciliation to the Company’s consolidated earnings before income taxes.
Three Months Ended
April 4, 2026March 29, 2025
In thousands
Owned & Host revenue:
Net product sales$432,884 $415,114 
Net sales of services and plans106,446 99,867 
Total Owned & Host revenue539,330 514,981 
Less:
Owned & Host costs applicable to revenue (exclusive of depreciation and amortization)
Cost of products122,040 113,860 
Cost of services and plans92,317 88,271 
Owned & Host SG&A187,944 188,171 
Owned & Host segment EBITDA
137,029 124,679 
Corporate and other(67,485)(67,341)
Effects of unearned and deferred revenue(863)(8,238)
Depreciation and amortization(23,442)(22,963)
Interest expense, net(2,848)(4,572)
Earnings before income taxes
$42,391 $21,565 
The following table presents a reconciliation of revenue:
Three Months Ended
In thousandsApril 4, 2026March 29, 2025
Revenue
Owned & Host$539,330 $514,981 
Corporate and other
4,469 5,634 
Effects of unearned and deferred revenue81 (10,291)
Total consolidated revenue$543,880 $510,324 

18
9. Earnings Per Share

A reconciliation of the numerators and denominators of the basic and diluted earnings per share (“EPS”) calculations is as follows:
Three Months Ended
In thousands, except per share amountsApril 4, 2026March 29, 2025
Numerator:
Net income
$31,181 $14,186 
Denominator:
Weighted average shares outstanding, Basic79,655 78,858 
Dilutive effect of share-based awards (1)
1,837 401 
Weighted average shares outstanding, Diluted81,492 79,259 
Earnings per share:
Basic$0.39 $0.18 
Diluted$0.38 $0.18 
Anti-dilutive securities excluded from diluted weighted average common shares486 1,402 
(1) Represents the dilutive impact of RSUs, PSUs and stock options
10. Accumulated Other Comprehensive Income (Loss)
Changes in the fair value of the Company’s cash flow hedge derivative instruments from their inception are recorded in Accumulated other comprehensive income (loss) if the instruments are deemed to be highly effective as cash flow hedges. The following table presents the changes in Accumulated other comprehensive income (loss), net of tax.
Three Months Ended
In thousandsApril 4, 2026
Cash flow hedging activity:
Balance at beginning of period$(121)
Other comprehensive income (loss) before reclassification484 
Tax effect of other comprehensive income (loss) before reclassification(121)
Amount reclassified from AOCI (AOCL) into interest expense
(64)
Tax effect of amount reclassified from AOCI (AOCL) into interest expense
16 
Net current period other comprehensive income (loss), net of tax315 
Balance at end of period$194 
See Note 5. “Interest Rate Derivatives” for a description of the Company’s use of cash flow hedging derivatives.
19
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following contains management’s discussion and analysis of our financial condition and results of operations and should be read together with the unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Form 10-Q (this “Form 10-Q”) and the audited consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 4, 2026 (the “2025 Annual Report on Form 10-K.”) This discussion contains forward-looking statements that reflect our plans, estimates and beliefs as of the date hereof and we undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law. These forward-looking statements involve numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section of the 2025 Annual Report on Form 10-K, as such risk factors may be updated from time to time in our periodic filings with the SEC. Actual results may differ materially from those contained in any forward-looking statements. You should carefully read “Special Note Regarding Forward-Looking Statements” in this Form 10-Q.
Overview
We are one of the largest optical retailers in the U.S. and a leader in the value segment of the U.S. optical retail industry. We believe that vision is central to quality of life and that people deserve to see their best to live their best. Our mission is to make quality eye care and eyewear more affordable and accessible. We achieve this by providing eye exams, eyeglasses and contact lenses to consumers across the nation. Our range of quality product offerings at multiple price points makes us an attractive destination for consumers of all income levels. As of April 4, 2026, we reach our customers through a diverse portfolio of 1,274 retail stores across four brands, our associated omni-channel consumer websites and our dedicated e-commerce consumer website.
Brand and Segment Information
As of April 4, 2026, our operations consisted of one reportable segment.
•Owned & Host - As of April 4, 2026, our owned brands consisted of 1,062 America’s Best Contacts and Eyeglasses (“America’s Best”) retail stores and 122 Eyeglass World retail stores. Our Host brands consisted of 72 Vista Optical locations on select military bases and 18 Vista Optical locations within select Fred Meyer stores as of April 4, 2026. All brands utilize our centralized laboratories. This segment also includes sales from our America’s Best, Eyeglass World, and Military omni-channel websites.
Our consolidated results also include the following:
•Corporate and other — Our corporate and other category includes the results of our dedicated e-commerce website, which sells contact lenses and optical accessory products to retail customers, and recognizes revenue when products have been delivered to the customer, and our managed care business conducted by FirstSight, our wholly-owned subsidiary that is licensed as a single-service health plan under California law, which issues individual vision plans in connection with our America’s Best operations in California. Our “corporate and other” category also includes unallocated corporate overhead expenses, which are a component of Selling, general and administrative expenses (“SG&A”) and are comprised of various home office expenses such as payroll, occupancy costs and consulting and professional fees. Corporate overhead expenses also include field services for our four retail brands. Other expenses included in this category include 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.
•Effects of unearned and deferred revenue — Reportable segment information is presented on the same basis as our condensed consolidated financial statements, except reportable segment revenues and associated costs applicable to revenue which exclude the effects of unearned and deferred revenue, consistent with what our chief operating decision maker (“CODM”) regularly reviews. We present the effects of unearned and deferred revenues separately from our reportable segment information. See Note 8. “Segment Reporting” in our condensed consolidated financial statements. Deferred revenue represents the timing difference between the point of sale and when services related to product protection plans and eye care club memberships are performed. Increases or decreases in deferred revenue during the reporting period represent cash collections in excess of, or below the recognition of, previous deferrals. Unearned revenue represents the timing difference between the point of sale transaction and delivery/customer acceptance, and includes sales of prescription eyewear during approximately the last two weeks of the reporting period.
20
Trends and Other Factors Affecting Our Business
We continue to focus on the rapid modernization of our business in the context of contemporary consumer needs and wants. Our strategy is focused around creating a more joyful consumer experience with refreshed merchandising, updated marketing and brand assets, new in-store technologies to support the customer journey, and an updated pricing architecture, all of which allow us to better serve our existing customers and expand our target consumer demographics. These consumer-facing strategies are paired with an increased focus on cost optimization and operating margin expansion, all of which are intended to drive the outcome of a stronger core business and improved operating results.
The overall economic environment continues to be uncertain and macroeconomic factors that may affect customer spending patterns, and thereby our results of operations, include trade restrictions such as sanctions, tariffs, reciprocal and retaliatory tariffs, and other tariff-related measures; inflation; employment rates; business conditions; changes in the housing market; the availability of credit; interest rates; tax rates and policies; fuel and energy costs; and overall consumer confidence in future economic conditions, as well as global political, socio-economic, cultural, and geopolitical uncertainty. The effects of the current macroeconomic environment and geopolitical uncertainty have resulted in reduced customer demand and have caused shifts in consumer behaviors and preferences, which impact the demand for our products and which are expected to continue. As a result, the predictability of recurring purchase behavior for the future remains uncertain, primarily for the cash pay consumer.
The United States has made changes to U.S. trade policy, including increasing tariffs on imports, in some cases significantly, and potentially negotiating or terminating existing trade agreements. For example, on April 2, 2025, the United States announced a new universal baseline tariff of 10%, plus an additional country-specific tariff for select trading partners, on all U.S. imports pursuant to the International Emergency Economic Powers Act (“IEEPA”). Additionally, on September 24, 2025, the U.S. Department of Commerce Bureau of Industry and Security announced the initiation of an investigation into the effects on U.S. national security of imports of personal protective equipment, medical consumables, and medical equipment, including devices, which could result in the imposition of tariffs or other import restrictions. On February 20, 2026, the U.S. Supreme Court declared that tariffs imposed under the IEEPA on April 2, 2025 (and the subsequent modifications) were invalid as they exceeded the President’s authority. Subsequently, the Administration announced a 10% temporary tariff on U.S. imports pursuant to Section 122 of the Trade Act of 1974, effective February 24, 2026. Such tariffs will remain for 150 days until July 24, 2026 (unless extended by Congress) and are being challenged in court. In March 2026, the Office of the United States Trade Representative launched two sets of investigations, targeting forced labor compliance practices of 60 countries/regions and excess manufacturing capacity of 16 countries/regions. These ongoing investigations may result in additional tariffs being imposed on imports from these trading partners. Further, the United States-Mexico-Canada Agreement (“USMCA”), the free trade agreement among the U.S., Canada and Mexico, is undergoing a joint review in 2026. These actions, and retaliatory tariffs imposed by other countries on U.S. exports, have led to significant volatility and uncertainty in global markets, which is continuing. Additionally, the U.S. government has announced and rescinded multiple tariffs on several foreign jurisdictions, which has increased uncertainty regarding the ultimate effect of the tariffs on economic conditions. Less than 10% of our costs applicable to revenue are directly subject to tariffs on products from China. In Mexico, where our exposure relates to our outsourcing relationship with our third-party laboratory, we have mitigation plans in place, and we estimate that less than 1% of our costs applicable to revenue are subject to tariffs in Mexico. We are continuing to evaluate these developments, including resulting impacts on our supply chain, commodity costs, and consumer spending, and our ability to offset a portion of these costs to mitigate the impact on our business, consolidated results of operations, and financial condition.
Inflation has resulted in increased costs and greater profitability pressure. We have experienced wage rate pressure and increases in raw materials prices, which we expect to continue. Inflationary pressures, including elevated wages, reduced consumer confidence and changing preferences, and increased raw material costs could impact our profitability and lead us to attempt to offset such increases through various pricing actions. We have historically employed a simple low price/high value strategy seeking to balance our pricing and growth in a way that consistently delivers savings to our customers. We are continuing this commitment to value, while at the same time modernizing our pricing strategy to maximize that value across a broader range of consumers. We have taken and may continue to take pricing actions and introduce limited-time promotions or new offers designed to increase demand traffic, awareness and drive sales. In fiscal 2025, we implemented price increases to each of our America’s Best and Eyeglass World opening offers and continued to evolve our product mix to include a greater percentage of frames at price points over $99. We believe that these changes will enable us to continue to offer the best possible value and service to our customers at prices that allow us to maintain our brands’ strong value propositions in the marketplace. Several factors may impact the level of success of such actions and promotions, including consumer sentiment, macroeconomic conditions and marketing effectiveness, and as a result, if they do not meet our expectations, they could negatively impact our margins and profitability.
Additionally, our ability to continue to attract and retain qualified vision care professionals impacts exam capacity and our operations. We believe factors such as an increasingly challenging recruiting market (in particular for new graduates), preferences for adjusted work schedules, and the demand for optometrists exceeding supply in certain areas caused constraints in vision care professional availability, and therefore exam capacity in recent years, which may continue. As a result, recruiting and retaining optometrists has become more challenging and the costs to employ or retain optometrists
21
have increased and may increase further, potentially materially. Further, a limited number of professional corporations or similar entities provide for the vision care services at a number of our retail locations, exposing us to some concentration risk. A material change in our relationship with vision care professionals, whether resulting from constraints in exam capacity, a dispute with an eye care practitioner or a group of eye care practitioners controlling multiple practice locations, a government or regulatory authority challenging our operating structure or our relationship with vision care professionals, or other changes to applicable laws or regulations (or interpretations of the same), or the loss of these relationships, could impair our ability to provide services to our customers, cause our customers to go elsewhere for their optical needs, or result in legal sanctions against us. From time to time, we may elect to make strategic changes to our doctor model or otherwise make changes to our relationships with one or more of these practices, which could also lead to any of these risks. We believe remote medicine not only helps provide more access to eye care for patients, but also helps address constraints in exam capacity.
We anticipate continuing the investment in remote medicine, including hybrid remote, whereby optometrists in one store are able to see patients remotely in another store, adding select locations where feasible and advantageous and depending on the state-by-state regulatory environment. While the remote medicine and EHR platforms have increased exam capacity, revenue and profitability, we have experienced higher costs applicable to revenue as a percentage of revenue, when compared with in-store exams.
In the beginning of the second quarter, we made an important strategic move to re-platform AmericasBest.com. This is a key step in our unified commerce journey to strengthen our digital foundation, improve the customer experience, and, over time, better connect our online and store experiences. A re-platforming of this scale resets parts of the digital storefront and traffic was disrupted as search and social optimization resets. We are managing the transition anchored in data, clear operating focus, discipline and a healthy sense of urgency. We are seeing sequential improvement as the second quarter progresses; however, if remediation measures take longer than anticipated to fully materialize, we could continue to experience impacts to traffic and, as a result, our financial performance.
Historically, our business has experienced seasonality in the first half of the year that we believe is primarily attributable to health insurance start/reset periods and predictable consumer propensity to seek eye care and eyewear.
Refer to Part I, Item 1A. “Risk Factors” in the Company’s 2025 Annual Report on Form 10-K for a more complete discussion of the risks we face.
How We Assess the Performance of Our Business
We consider a variety of financial and operating measures in assessing the performance of our business. The key measures we use to determine how our consolidated business and operating segments are performing are net revenue, costs applicable to revenue, and selling, general, and administrative expenses. In addition, we also review store growth, Adjusted Comparable Store Sales Growth, Adjusted Operating Income, Adjusted Operating Margin, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Diluted EPS.
Net Revenue
We report as net revenue amounts generated in transactions with retail customers who are the end users of our products, services and plans. Comparable store sales growth and new store openings are key drivers of net revenue and are discussed below. Also, the timing of unearned revenue can affect revenue recognized in a particular period.
Costs Applicable to Revenue
Customer tastes and preferences, product mix, changes in technology, significant increases or slowdowns in production, and other factors impact costs applicable to revenue. The components of our costs applicable to revenue may not be comparable to other retailers.
Selling, General and Administrative
SG&A expenses generally fluctuate consistently with revenue due to the variable store, field office and corporate support costs; however, some fixed costs may decrease as a percentage of net revenue as our net revenues grow over time.
New Store Openings
The total number of new stores per year and the timing of store openings has had an impact, and we expect will continue to have an impact, on our results. We plan to open approximately 30 to 35 new stores in fiscal year 2026, primarily comprised of America’s Best stores and not inclusive of the addition of 20 Military stores in April 2026, to allow us to invest capital in existing operations to enhance the overall store experience. We are continuing to monitor and determine our plans for future new store openings at a level appropriate for incremental free cash flow generation.
22
Adjusted Comparable Store Sales Growth
We measure Adjusted Comparable Store Sales Growth as the increase or decrease in sales recorded by the comparable store base in any reporting period, compared to sales recorded by the comparable store base in the prior reporting period, which we calculate as follows: (i) sales are recorded at the point of sale; (ii) sales are adjusted for managed care insurance collection estimates; (iii) stores are added to the calculation during the 13th full fiscal month following the store’s opening; (iv) closed stores are removed from the calculation for time periods that are not comparable; (v) sales from partial months of operation are excluded when stores do not open or close on the first day of the month; and (vi) when applicable, we adjust for the effect of the 53rd week; (vii) in fiscal years following a 53-week fiscal year, there is a one week calendar shift to the comparable prior-year period. For the calculation of the adjusted comparable store sales growth in the first quarter of 2026, we compared weeks 1 through 13 in fiscal 2026 against weeks 2 through 14 in fiscal 2025. Quarterly, year-to-date and annual adjusted comparable store sales are aggregated using only sales from all whole months of operation included in both the current reporting period and the prior reporting period. When a partial month is excluded from the calculation, the corresponding month in the subsequent period is also excluded from the calculation. There may be variations in the way in which some of our competitors and other retailers calculate comparable store sales. As a result, our adjusted comparable store sales may not be comparable to similar data made available by other retailers.
Adjusted Comparable Store Sales Growth is a non-GAAP financial measure, which we believe is useful because it provides timely and accurate information relating to the two core metrics of retail sales: number of transactions and value of transactions. We use Adjusted Comparable Store Sales Growth as the basis for key operating decisions, such as allocation of advertising to particular markets and implementation of special marketing programs. Accordingly, we believe that Adjusted Comparable Store Sales Growth provides timely and accurate information relating to the operational health and overall performance of each brand. We also believe that, for the same reasons, investors find our calculation of Adjusted Comparable Stores Sales Growth to be meaningful.
Adjusted Operating Income, Adjusted Operating Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Diluted EPS (collectively, the “Company Non-GAAP Measures”)
The Company Non-GAAP Measures are key measures used by management to assess our financial performance. The Company Non-GAAP Measures are also frequently used by analysts, investors and other interested parties. We use the Company Non-GAAP Measures to supplement U.S. GAAP measures of performance to evaluate the effectiveness of our business strategies, to make budgeting decisions, to establish discretionary annual incentive compensation and to compare our performance against that of other peer companies using similar measures. See “Non-GAAP Financial Measures” below for definitions and reconciliations of the Company Non-GAAP Measures and for additional information.
23
Results of Operations
The following table summarizes key components of our results of operations for the periods indicated, both in dollars and as a percentage of our net revenue.
Three Months Ended
In thousands, except earnings per share, percentage and store data
April 4, 2026March 29, 2025
Revenue:
Net product sales$439,500$412,765
Net sales of services and plans 104,38097,559
Total net revenue543,880510,324
Costs applicable to revenue (exclusive of depreciation and amortization):
Products126,817116,914
Services and plans92,31988,276
Total costs applicable to revenue219,136205,190
Operating expenses:
Selling, general and administrative expenses256,092255,532
Depreciation and amortization23,44222,963
Asset impairment—502
Other expense (income), net(29)—
Total operating expenses 279,505278,997
Income from operations
45,23926,137
Interest expense, net2,8484,572
Earnings before income taxes
42,39121,565
Income tax provision
11,2107,379
Net income
$31,181$14,186
Supplemental operating data:
Number of stores open at end of period1,2741,237
New stores opened during the period89
Adjusted Operating Income
$55,460$41,275
Diluted EPS
$0.38$0.18
Adjusted Diluted EPS
$0.45$0.34
Adjusted EBITDA
$78,733$64,069
Percentage of net revenue:
Total costs applicable to revenue40.3 %40.2 %
Selling, general and administrative expenses47.1 %50.1 %
Total operating expenses51.4 %54.7 %
Income from operations
5.7 %2.8 %
Adjusted Operating Income
10.2 %8.1 %
Adjusted EBITDA
14.5 %12.6 %

24
Three Months Ended April 4, 2026 compared to Three Months Ended March 29, 2025
Unless otherwise noted, the discussion below is based on results, substantially all of which are, attributable to our single reportable segment, Owned & Host.
Net revenue
The following presents, by segment and by brand, comparable store sales growth, stores open at the end of the period and net revenue for the three months ended April 4, 2026 compared to the three months ended March 29, 2025.
Comparable store sales growth(1)
Stores open at end of period
Net revenue(1)(2)
In thousands, except percentage and store dataThree Months Ended
April 4, 2026		Three Months Ended
March 29, 2025		April 4, 2026March 29, 2025Three Months Ended
April 4, 2026		Three Months Ended
March 29, 2025
Owned & Host segment
America’s Best4.4 %5.9 %1,062 1,042 $475,893 87.5 %$453,731 88.9 %
Eyeglass World5.2 %3.1 %122 122 54,697 10.1 %52,486 10.3 %
Military2.2 %1.7 %72 53 6,445 1.2 %6,166 1.2 %
Fred Meyer4.7 %1.6 %18 20 2,295 0.4 %2,598 0.5 %
Owned & Host segment total1,274 1,237 $539,330 99.2 %$514,981 100.9 %
Corporate and Other
— — — — 4,469 0.7 %5,634 1.1 %
Effects of unearned and deferred revenue— — — — 81 0.1 %(10,291)(2.0)%
Total4.4 %4.1 %1,274 1,237 $543,880 100.0 %$510,324 100.0 %
Effect of deferred and unearned revenue on comparable store sales0.1 %1.4 %
Adjusted Comparable Store Sales Growth
4.5 %5.5 %

(1) We calculate total comparable store sales based on consolidated net revenue excluding the impact of (i) Corporate and other revenue, (ii) sales from stores opened less than 13 months, (iii) stores closed in the periods presented, (iv) sales from partial months of operation when stores do not open or close on the first day of the month and (v) if applicable, the impact of a 53rd week in a fiscal year (vi) in fiscal years following a 53-week fiscal year, there is a one week calendar shift to the comparable prior-year period. For the calculation of the adjusted comparable store sales growth in the first quarter of 2026, we compared weeks 1 through 13 in fiscal 2026 against weeks 2 through 14 in fiscal 2025. Brand-level comparable store sales growth is calculated based on point-of-sale revenues consistent with what the CODM reviews, and consistent with reportable segment revenues presented in Note 8. “Segment Reporting” in our unaudited condensed consolidated financial statements included in Part I. Item 1. of this Form 10-Q.
(2) Percentages reflect line item as a percentage of net revenue, adjusted for rounding.

Total net revenue of $543.9 million for the three months ended April 4, 2026 increased $33.6 million, or 6.6%, from $510.3 million for the three months ended March 29, 2025. The increase was primarily driven by Adjusted Comparable Store Sales Growth and the timing of unearned revenue. Unearned and deferred revenue positively impacted net revenue by $10.4 million during the three months ended April 4, 2026 compared to the three months ended March 29, 2025.
Comparable store sales growth and Adjusted Comparable Store Sales Growth for the three months ended April 4, 2026 were 4.4% and 4.5%, respectively, both reflecting a higher average ticket and continued strength in the Company’s managed care cohort, partially offset by lower customer traffic.
During fiscal 2025, the Company entered into an amendment to its agreement with Army and Air Force Exchange Service (AAFES), extending the term of the agreement through January 2036. Subsequently, in February 2026, the Company and AAFES entered into an additional amendment providing for the operation by the Company of an additional 20 military stores located on AAFES bases, expanding the Company’s presence in two additional states. In the three months ended April 4, 2026, and in connection with this expansion, the Company purchased from U.S. Vision Corp. certain assets used in connection with the operation of those 20 additional military stores. Additionally, we opened 8 new America’s Best stores and closed three America’s Best stores and one Military store. Overall, store count grew 3.0% from March 29, 2025 to April 4, 2026 (20 net new America’s Best stores, 19 net new Military stores, and two net closures of Fred Meyer stores).
25
Three Months Ended
(in thousands)
April 4, 2026March 29, 2025
$ Change
% Change
Total net revenue
$543,880 $510,324 $33,556 6.6 %
Net product sales
$439,500 $412,765 $26,735 6.5 %
As a percentage of total net revenue
80.8 %80.9 %
Net sales of services and plans
$104,380 $97,559 $6,821 7.0 %
As a percentage of total net revenue
19.2 %19.1 %
Net product sales increased $26.7 million, or 6.5%, in the three months ended April 4, 2026 compared to the three months ended March 29, 2025, primarily due to pricing and product mix initiatives in eyeglass sales of $20.4 million and contact lens sales of $7.0 million.
Net sales of services and plans for the three months ended April 4, 2026 increased $6.8 million, or 7.0%, compared to the three months ended March 29, 2025, driven primarily by higher exam revenues of $5.6 million, or 8.4%.
Three Months Ended
(in thousands)
April 4, 2026March 29, 2025
$ Change
% Change
Total costs applicable to revenue
$219,136 $205,190 $13,946 6.8 %
As a percentage of total net revenue
40.3 %40.2 %
Total costs of products
$126,817 $116,914 $9,903 8.5 %
As a percentage of net product sales
28.9 %28.3 %
Total costs of services and plans
$92,319 $88,276 $4,043 4.6 %
As a percentage of net sales of services and plans
88.4 %90.5 %
Costs applicable to revenue
Costs applicable to revenue increased $13.9 million, or 6.8%, in the three months ended April 4, 2026 compared to the three months ended March 29, 2025. As a percentage of net revenue, costs applicable to revenue increased 10 basis points and were primarily driven by lower eyeglass margin of 60 basis points impacted by product mix, partially offset by successful pricing initiatives, leveraging of optometrist-related costs of 30 basis points and higher exam revenue of 20 basis points.
Costs of products as a percentage of net product sales increased 60 basis points, primarily driven by lower eyeglass margin impacted by product mix, partially offset by successful pricing initiatives.
Costs of services and plans as a percentage of net sales of services and plans decreased 210 basis points, primarily driven by leverage of optometrist-related costs and higher exam revenue.
Selling, general and administrative
Three Months Ended
(in thousands)
April 4, 2026March 29, 2025
$ Change
% Change
SG&A
$256,092 $255,532 $560 0.2 %
As a percentage of total revenue47.1 %50.1 %
SG&A increased $0.6 million, or 0.2%, in three months ended April 4, 2026 compared to the three months ended March 29, 2025. SG&A as a percentage of net revenue decreased 300 basis points primarily impacted by lower payroll expense of 220 basis points and lower advertising expense of 70 basis points.
Depreciation and amortization
Depreciation and amortization expense of $23.4 million for the three months ended April 4, 2026 increased $0.5 million, or 2.1%, from $23.0 million for the three months ended March 29, 2025, primarily related to our existing stores and retail support centers, partially offset by fewer new store openings.
Asset impairment
We recognized no impairment charges during the three months ended April 4, 2026. We recognized $0.5 million of impairment charges during the three months ended March 29, 2025, primarily for tangible long-lived assets and ROU
26
assets associated with our retail stores. Asset impairment expenses were recognized in Corporate and other. See Note 1. “Description of Business and Basis of Presentation” and Note 3. “Fair Value Measurement” for further details.
Interest expense, net
Interest expense, net was $2.8 million for the three months ended April 4, 2026, compared with $4.6 million for the three months ended March 29, 2025. The change was primarily a result of lower interest expense of $1.2 million resulting from lower outstanding debt and higher interest income of $0.4 million.
Income tax provision
Our effective tax rates for the three months ended April 4, 2026 and March 29, 2025 were 26.4% and 34.2%, respectively. The change in effective tax rates is primarily driven by the discrete benefit of permanent adjustments related to stock-based compensation, partially offset by non-deductible compensation.
Non-GAAP Financial Measures
Adjusted Operating Income, Adjusted Operating Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Diluted EPS
We define Adjusted Operating Income as net income (loss), plus interest expense (income), net and income tax provision (benefit), further adjusted to exclude stock-based compensation expense, (gain) loss on extinguishment of debt, asset impairment, litigation settlement, secondary offering expenses, management realignment expenses, long-term incentive plan expenses, amortization of acquisition intangibles, ERP and CRM implementation expenses, shareholder activism costs, severance and associate-related costs associated with organizational restructuring and certain other expenses.
We define Adjusted Operating Margin as Adjusted Operating Income as a percentage of net revenue.
We define EBITDA as net income (loss), plus interest expense (income), net, income tax provision (benefit) and depreciation and amortization.
We define Adjusted EBITDA as net income (loss), plus interest expense (income), net, income tax provision (benefit) and depreciation and amortization, further adjusted to exclude stock-based compensation expense, (gain) loss on extinguishment of debt, asset impairment, litigation settlement, secondary offering expenses, management realignment expenses, long-term incentive plan expenses, ERP and CRM implementation expenses, shareholder activism costs, severance and associate-related costs associated with organizational restructuring and certain other expenses.
We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of net revenue.
We define Adjusted Diluted EPS as diluted earnings (loss) per share, adjusted for the per share impact of stock-based compensation expense, (gain) loss on extinguishment of debt, asset impairment, litigation settlement, secondary offering expenses, management realignment expenses, long-term incentive plan expenses, amortization of debt discounts and deferred financing costs of our term loan borrowings, amortization of the conversion feature and deferred financing costs related to our 2.50% convertible senior notes due on May 15, 2025 (”2025 Notes”) when not required under U.S. GAAP to be added back for diluted earnings (loss) per share, derivative fair value adjustments, ERP and CRM implementation expenses, shareholder activism, severance and associate-related costs associated with restructuring, and certain other expenses, less the tax effect of these adjustments, including tax expense (benefit) from stock-based compensation.
EBITDA and the Company Non-GAAP Measures can vary substantially in size from one period to the next, and certain types of expenses are non-recurring in nature and consequently may not have been incurred in any of the periods presented below.
EBITDA and the Company Non-GAAP Measures have been presented as supplemental measures of financial performance that are not required by, or presented in accordance with U.S. GAAP, because we believe they assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Management believes EBITDA and the Company Non-GAAP Measures are useful to investors in highlighting trends in our operating performance, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate and capital investments. We also use EBITDA and the Company Non-GAAP Measures to supplement U.S. GAAP measures of performance in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, to establish discretionary annual incentive compensation and to compare our performance against that of other peer companies using similar measures. Management supplements U.S. GAAP results with Non-GAAP financial measures to provide a more complete understanding of the factors and trends affecting the business than U.S. GAAP results alone. We continue to evaluate our use of the Company Non-GAAP measures in the context of the development of our business, and may introduce or discontinue certain measures in the future as we deem appropriate.
27
EBITDA and the Company Non-GAAP Measures are not recognized terms under U.S. GAAP and should not be considered as an alternative to net income or income from operations as a measure of financial performance or cash flows provided by operating activities as a measure of liquidity, or any other performance measure derived in accordance with U.S. GAAP. Additionally, these measures are not intended to be a measure of free cash flow available for management’s discretionary use as they do not consider certain cash requirements such as interest payments, tax payments and debt service requirements. In evaluating EBITDA and the Company Non-GAAP Measures, we may incur expenses in the future that are the same as or similar to some of the adjustments in this presentation. Our presentation of EBITDA and the Company Non-GAAP Measures should not be construed to imply that our future results will be unaffected by any such adjustments. Management compensates for these limitations by primarily relying on our U.S. GAAP results in addition to using EBITDA and the Company Non-GAAP Measures.
The presentations of these measures have limitations as analytical tools and should not be considered in isolation, or as a substitute for analysis of our results as reported under U.S. GAAP. Some of these limitations are:
•they do not reflect costs or cash outlays for capital expenditures or contractual commitments;
•they do not reflect changes in, or cash requirements for, our working capital needs;
•EBITDA, Adjusted EBITDA and Adjusted Operating Income do not reflect the interest expense (income), net, or the cash requirements necessary to service interest or principal payments, on our debt;
•EBITDA, Adjusted EBITDA and Adjusted Operating Income do not reflect period to period changes in taxes, income tax provision or the cash necessary to pay income taxes;
•they do not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations;
•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect cash requirements for such replacements; and
•other companies in our industry may calculate these measures differently than we do, limiting their usefulness as comparative measures.
Because of these limitations, EBITDA and the Company Non-GAAP Measures should not be considered as measures of discretionary cash available to invest in business growth or to reduce indebtedness.
The following table reconciles our Adjusted Operating Income, Adjusted Operating Margin, EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin to net income; and Adjusted Diluted EPS to diluted EPS for the periods presented:
Three Months Ended
In thousandsApril 4, 2026March 29, 2025
Net income
$31,181 5.7 %$14,186 2.8 %
Interest expense, net2,848 0.5 %4,572 0.9 %
Income tax provision
11,210 2.1 %7,379 1.4 %
Stock-based compensation expense (a)
7,022 1.3 %7,029 1.4 %
Asset impairment (b)
— — %502 0.1 %
Amortization of acquisition intangibles (c)
169 — %169 — %
ERP and CRM implementation expenses (d)
372 0.1 %2,315 0.5 %
Other (e)
2,658 0.5 %5,123 1.0 %
Adjusted Operating Income / Adjusted Operating Margin
$55,460 10.2 %$41,275 8.1 %
 Note: Percentages reflect line item as a percentage of net revenue, adjusted for rounding.
 Some of the percentage totals in the table above do not foot due to rounding differences.
28
Three Months Ended
In thousandsApril 4, 2026March 29, 2025
Net income
$31,181 5.7 %$14,186 2.8 %
Interest expense, net2,848 0.5 %4,572 0.9 %
Income tax provision
11,210 2.1 %7,379 1.4 %
Depreciation and amortization23,442 4.3 %22,963 4.5 %
EBITDA
68,681 12.6 %49,100 9.6 %
Stock-based compensation expense (a)
7,022 1.3 %7,029 1.4 %
Asset impairment (b)
— — %502 0.1 %
ERP and CRM implementation expenses (d)
372 0.1 %2,315 0.5 %
Other (e)
2,658 0.5 %5,123 1.0 %
Adjusted EBITDA / Adjusted EBITDA Margin
$78,733 14.5 %$64,069 12.6 %
Note: Percentages reflect line item as a percentage of net revenue, adjusted for rounding.
Some of the percentage totals in the table above may not foot due to rounding differences.
Three Months Ended
In thousands, except per share amountsApril 4, 2026March 29, 2025
Diluted EPS$0.38 $0.18 
Stock-based compensation expense (a)
0.09 0.09 
Asset impairment (b)
— 0.01 
ERP and CRM implementation expenses (d)
— 0.03 
Other (e)
0.04 0.06 
Tax effects (f)
(0.06)(0.03)
Adjusted Diluted EPS
$0.45 $0.34 
Weighted average diluted shares outstanding81,492 79,259 
(a)Non-cash charges related to stock-based compensation programs, which may vary from period to period depending on the timing of awards and performance vesting conditions.
(b)Reflects write-off related to non-cash impairment charges of long-lived assets, primarily impairment of property, equipment and lease-related assets on closed or underperforming stores.
(c)Amortization of the increase in carrying values of finite-lived intangible assets resulting from the application of purchase accounting following the acquisition of the Company by affiliates of KKR & Co. Inc.
(d)Costs related to the Company’s ERP and CRM implementation.
(e)Other adjustments include amounts that management believes are not representative of our operating performance (amounts in brackets represent reductions in Adjusted Operating Income, Adjusted Diluted EPS and Adjusted EBITDA), which are primarily related to shareholder activism costs of $2.1 million for the three months ended March 29, 2025, severance and associate-related costs associated with organizational restructuring of $2.1 million and $2.1 million for the three months ended April 4, 2026 and March 29, 2025, respectively, and other expenses and adjustments.
(f)Represents the income tax effect of the total adjustments at our combined statutory federal and state income tax rates, including tax expense (benefit) from stock-based compensation.
Liquidity and Capital Resources
Our primary cash needs are for inventory, payroll, store rent, advertising, capital expenditures associated with new stores and updating existing stores, as well as information and remote medicine technology and infrastructure, including our corporate office, distribution centers, and laboratories. When appropriate, the Company may utilize excess liquidity towards debt service requirements, including voluntary debt prepayments, or required interest and principal payments, if any, as well as repurchases of common stock or other securities, based on excess cash flows. The most significant components of our operating assets and liabilities are inventories, accounts receivable, prepaid expenses and other assets, accounts payable, deferred and unearned revenue and other payables and accrued expenses. We exercise prudence in our use of cash and closely monitor various items related to cash flow including, but not limited to, cash receipts, cash disbursements, payment terms and alternative sources of funding. We continue to be focused on these items in addition to other key measures we use to determine how our consolidated business and operating segments are performing. We believe that cash on hand, cash expected to be generated from operations and the availability of borrowings under our revolving credit loans in an aggregate principal amount of $300.0 million (the “Revolving Loans”) will
29
be sufficient to fund our working capital requirements, liquidity obligations, anticipated capital expenditures, and payments due under our existing debt for the next 12 months and thereafter for the foreseeable future. Depending on our liquidity levels, conditions in the capital markets and other factors, we may from time to time consider the prepayment, refinancing or issuance of debt, issuance of equity or other securities, the proceeds of which could provide additional liquidity for our operations, modifications to our $234.3 million outstanding principal first lien term loan (“Term Loan A”) where possible, or entry into interest rate derivative agreements to moderate our exposure to fluctuations in interest rates underlying our variable rate debt.
Our ability to maintain sufficient liquidity may be affected by a number of factors, many of which are outside of our control. We primarily fund our working capital needs using cash provided by operations. Our working capital requirements for inventory will increase as we continue to open additional stores.
As of April 4, 2026, we had $67.9 million in cash and cash equivalents, and $293.3 million of remaining availability under our Revolving Loans, net of $6.7 million in outstanding letters of credit.
As of April 4, 2026, we had $234.3 million of Term Loan A outstanding under our credit agreement. We were in compliance with all covenants related to our debt as of April 4, 2026.
During the fourth quarter of 2025, we entered into an interest rate swap with a notional amount of $100.0 million to mitigate the variability of cash flows associated with these interest payments. See Note 5. “Interest Rate Derivatives” for additional information.
The following table summarizes cash flows provided by (used for) operating activities, investing activities and financing activities for the periods indicated:
Three Months Ended
In thousandsApril 4, 2026March 29, 2025
Cash flows provided by (used for):
Operating activities$61,705 $32,239 
Investing activities(18,272)(20,225)
Financing activities(14,144)(5,404)
Net change in cash, cash equivalents and restricted cash$29,289 $6,610 
Net Cash Provided by Operating Activities
Cash flows provided by operating activities increased by $29.5 million in the three months ended April 4, 2026 compared to the three months ended March 29, 2025 as a result of an increase in net income of $17.0 million, an increase in non-cash adjustments of $11.3 million, and changes in net working capital and other assets and liabilities of $1.2 million.
Cash flow related to changes in working capital were positively impacted by the timing of vendor payments and accounts receivable, partially offset by increased inventory levels and the timing of unearned and deferred revenue.
Net Cash Used for Investing Activities
Net cash used for investing activities decreased by $2.0 million in the three months ended April 4, 2026 compared to the three months ended March 29, 2025. The year-over-year decrease was primarily due to decreased investments in information technology assets, partially offset by investments in our retail support centers.
Net Cash Used For Financing Activities
Net cash used for financing activities increased by $8.7 million in the three months ended April 4, 2026 compared to the three months ended March 29, 2025, primarily due to increased purchases of treasury stock to cover employee tax withholdings associated with stock-based compensation.
There were no material changes outside the ordinary course of business in our material cash requirements and commercial commitments from those reported in the 2025 Annual Report on Form 10-K.
We follow U.S. GAAP in making the determination as to whether to record an asset or liability related to our arrangements with third parties. Consistent with current accounting guidance, we do not record an asset or liability associated with long-term purchase, marketing and promotional commitments, or commitments to philanthropic endeavors. We have disclosed the amount of future commitments associated with these items in the 2025 Annual Report on Form 10-K. We are not a party to any other material off-balance sheet arrangements.
Share Repurchase Authority
30
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. As of April 4, 2026, the authorization has remaining capacity of $50 million. 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. 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.
Critical Accounting Policies and Estimates
Management has evaluated the accounting policies used in the preparation of the Company’s unaudited condensed consolidated financial statements and related notes and believes those policies to be reasonable and appropriate. Certain of these accounting policies require the application of significant judgment by management in selecting appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on historical experience, trends in the industry, information provided by customers and information available from other outside sources, as appropriate. The most significant areas involving management judgments and estimates may be found in the 2025 Annual Report on Form 10-K, in the “Critical Accounting Policies and Estimates” section of “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” There have been no material changes to our critical accounting policies as compared to the critical accounting policies described in the 2025 Annual Report on Form 10-K.
Adoption of New Accounting Pronouncements
There have been no material changes due to recently issued or adopted accounting standards since those disclosed in our 2025 Annual Report on Form 10-K.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
A significant 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. 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. See Note 5. “Interest Rate Derivatives” to our condensed consolidated financial statements for more information on our interest rate swap.
As of April 4, 2026, our total borrowing consisted of $234.3 million of term loan borrowings subject to variable interest rates with a weighted average borrowing rate of 5.5%. An increase to market rates of 1.0% would result in approximately $1.0 million impact to annual interest expense. For more information about quantitative and qualitative disclosures about market risk, please see Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” in Part II. of the 2025 Annual Report on Form 10-K.

Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosures. 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 April 4, 2026. Based on that evaluation, the CEO and the CFO have concluded that the Company’s current 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 SEC is made known to them in a timely manner.
31
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the first quarter of fiscal year 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
32
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
See Note 7. “Commitments and Contingencies” in our condensed consolidated financial statements included in Part I. Item 1. of this Form 10-Q for information regarding certain legal proceedings in which we are involved, which discussion is incorporated herein by reference.
Item 1A. Risk Factors.
For information regarding factors that could affect the Company’s results of operations, financial condition and liquidity, see the risk factors discussed in Part I. Item 1A. “Risk Factors” in our 2025 Annual Report on Form 10-K. There have been no material changes to the risk factors described in our 2025 Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
(c) During the three months ended April 4, 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).
33
Item 6. Exhibits.
Exhibit Index
Exhibit No.Exhibit Description
Third Amended and Restated Certificate of Incorporation of National Vision Holdings, Inc. - incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 10, 2021.
Fourth Amended and Restated Bylaws of National Vision Holdings, Inc. - incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 12, 2023.
Form of Performance Stock Unit Agreement under the 2017 Omnibus Incentive Plan, as adopted March 17, 2026.
Form of Restricted Stock Unit Agreement under the 2017 Omnibus Incentive Plan, as adopted February 28, 2026.
Certification of Periodic Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
Certification of Periodic Report by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within Inline XBRL document.
101.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
104
The cover page of the Company’s Quarterly Report on Form 10-Q for the quarter ended April 4, 2026, formatted in Inline XBRL (included within the Exhibit 101 attachments).
(†)    Identifies exhibits that consist of a management contract or compensatory plan or arrangement.
34
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 National Vision Holdings, Inc.
  
Dated: May 14, 2026By:
/s/ Alex Wilkes
Alex Wilkes
  Chief Executive Officer
  (Principal Executive Officer)
   
Dated: May 14, 2026By:
/s/ Christopher Laden
Christopher Laden
  
Chief Financial Officer
  (Principal Financial and Accounting Officer)
35
Document
Exhibit 10.1
PERFORMANCE STOCK UNIT GRANT NOTICE
UNDER THE
NATIONAL VISION HOLDINGS, INC.
2017 OMNIBUS INCENTIVE PLAN
National Vision Holdings, Inc. (the “Company”), pursuant to its 2017 Omnibus Incentive Plan, as it may be further amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Performance Stock Units set forth below, which are Restricted Stock Units that are subject to the performance-vesting conditions described herein (the “Performance Stock Units” or “PSUs”). The Performance Stock Units are subject to all of the terms and conditions as set forth herein, in the Performance Stock Unit Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.
Participant:    [Participant Name]
Date of Grant:     [Grant Date]
Target Number of Performance
Stock Units:     [Quantity Granted] (the “Target PSUs”)
50% of the Target PSUs shall be subject to performance goals relating to Adjusted Operating Income (the “AOI PSUs”), 25% of the Target PSUs shall be subject to performance goals relating to ROIC (the “ROIC PSUs”), and 25% of the Target PSUs shall be subject to performance goals relating to relative total stockholder return (the “rTSR PSUs”).
Vesting Schedule:    The Participant will have the right to earn between 0% and 200% of the AOI PSUs based on the Company’s achievement of performance goals relating to Adjusted Operating Income, as set forth on Exhibit A, over the Performance Period.
Similarly, the Participant will have the right to earn between 0% and 200% of the ROIC PSUs based on the Company’s achievement of performance goals relating to ROIC, as set forth on Exhibit B, over the Performance Period.
Similarly, the Participant will have the right to earn between 0% and 200% of the rTSR PSUs based on the Company’s achievement of performance goals relating to rTSR, as set forth on Exhibit C, over the Performance Period.
Performance Period:    Fiscal year 2026 through fiscal year 2028.
Absolute TSR Performance Period:    The Grant Date through the third anniversary of the Grant Date



Performance Conditions:    The number of PSUs that become “Earned PSUs” shall be based on the achievement of the “Performance Conditions” set forth on Exhibit A, Exhibit B, and Exhibit C.
In fiscal years with 53 weeks, the Committee will adjust the Performance Conditions to a 52-week equivalent.
Multiplier Performance Stock Units:    The Participant may earn an additional number of PSUs (the “Multiplier PSUs”) based upon the number of Earned PSUs and achievement of performance goals relating to absolute total stockholder return over the Absolute TSR Performance Period, as set forth on Exhibit D (the “Absolute TSR Multiplier”).
Calculation of Earned PSUs:    All determinations with respect to whether and to the extent to which a Performance Condition has been achieved shall be made by the Committee in its sole discretion, and the applicable Performance Conditions shall not be achieved and the applicable PSUs shall not become Earned PSUs until the date that the Committee certifies in writing the extent to which such Performance Conditions have been met (such date, the “Determination Date”).
Following the last day of the Performance Period, the Committee shall determine the number of Earned AOI PSUs, the number of Earned ROIC PSUs, and the number of Earned rTSR PSUs, as provided in Exhibit A, Exhibit B, and Exhibit C, respectively.
Any PSUs which do not become Earned PSUs based on actual performance during the Performance Period shall be forfeited as of the last day of the Performance Period.
Calculation of Multiplier PSUs:    All determinations with respect to whether and to the extent to which an Absolute TSR Multiplier has been achieved shall be made by the Committee in its sole discretion, and the applicable Absolute TSR Multiplier shall not be achieved and no Multiplier PSUs shall be earned unless certified in writing by the Committee on the Determination Date.
Vesting of PSUs:    Any PSUs that become Earned PSUs shall become vested on the later of (i) the Determination Date for the applicable Performance Period and (ii) the third anniversary of the Date of Grant, provided the Participant has not undergone a Termination at the time of such vesting date.


Any Multiplier PSUs that are earned shall vest 50% on the fourth anniversary of the Date of Grant and 50% of the fifth anniversary of the Date of Grant.
In the event that the Participant undergoes a Termination for any reason, all unvested PSUs shall be forfeited by the Participant for no consideration as of the date of such Termination, provided the Participant has not undergone a Termination at the time of such vesting dates.
Notwithstanding the foregoing:
In the event that, during the Performance Period, the Participant undergoes a Termination as a result of such Participant’s death or Disability, the PSUs shall become vested assuming achievement of a 100% payout (“Target Performance”) and settled in accordance with the Agreement within sixty (60) days following such Termination.
In the event that, after the Absolute TSR Performance Period and before the fifth anniversary of the Date of Grant, the Participant undergoes a Termination as a result of such Participant’s death or Disability, termination by the Company without Cause, or resignation by the Participant for Good Reason, any earned Multiplier PSUs shall become fully vested.
In the event of a Change in Control, PSUs shall be converted into time-based vesting shares of Restricted Stock (the “Converted PSUs”) determined based on the greater of (x) Target Performance and (y) actual performance on the date of the Change in Control and calculating the Absolute TSR Multiplier as if the date of the Change in Control was the end of the Absolute TSR Performance Period. If (i) a successor entity does not assume, convert, or replace the Converted PSUs in connection with the Change in Control or (ii) on or within the twenty-four (24) months following the Change in Control the Participant undergoes a Termination by the Service Recipient without Cause or by such Participant for Good Reason, in each case, such Participant shall fully vest in such Converted PSUs.
    
[Signatures to appear on following page]



THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS PERFORMANCE STOCK UNIT GRANT NOTICE, THE PERFORMANCE STOCK UNIT AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF PERFORMANCE STOCK UNITS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS PERFORMANCE STOCK UNIT GRANT NOTICE, THE PERFORMANCE STOCK UNIT AGREEMENT AND THE PLAN.

NATIONAL VISION HOLDINGS, INC.

________________________________
By:
Title:


PARTICIPANT1

________________________________

            


1     To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute the Participant’s signature hereof.
[Signature Page to Performance Stock Unit Award]


Exhibit A
PERFORMANCE GOALS
(ADJUSTED OPERATING INCOME)

The Participant may earn a percentage of the AOI PSUs based on the average of the Company’s performance percentage scores against Performance Conditions relating to Adjusted Operating Income for each of the three fiscal years in the Performance Period, as provided in the following tables. In each case, the performance percentage score between performance levels will be determined to the nearest hundredth of a percentage point using linear interpolation.

For purposes of the AOI PSUs, “Adjusted Operating Income” means net income (loss), plus interest expense (income), net, and income tax provision (benefit), further adjusted to exclude (i) stock-based compensation expense, (gain) loss on extinguishment of debt, asset impairment, litigation settlement, secondary offering expenses, management realignment expenses, long-term incentive plan expenses, Enterprise Resource Planning and Customer Relationship Management implementation expenses and certain other expenses, and (ii) margin on unearned revenue.

The Performance Conditions for the first fiscal year in the Performance Period shall be based on achievement of specified annual Adjusted Operating Income goals, as provided in the following table:

Fiscal Year 2026
Degree of Performance Attainment
2026 Adjusted Operating Income
(in millions)
Performance Percentage
Score
(“Payout”)
Maximum200%
Target100%
Threshold50%
Less than Threshold0%

The Performance Conditions for the second and third fiscal years in the Performance Period shall be based on achievement of goals related to growth in annual Adjusted Operating Income, as provided in the following table:
Fiscal Years 2027 and 2028
Degree of Performance AttainmentGrowth in Adjusted Operating Income
Performance Percentage
Score
(“Payout”)
Maximum200%
Target100%

        
Threshold50%
Less than Threshold0%








    
    As soon as practicable following the end of the first fiscal year, the Committee (or its designee) shall determine the Company’s performance percentage score for such fiscal year and shall determine the actual AOI (the “Baseline AOI”) as of the end of the first fiscal year. At the end of the second fiscal year in the Performance Period, the Committee shall determine (i) the actual AOI as of the end of the second fiscal year in the Performance Period (the “Actual AOI”) and (ii) the percentage growth between the Baseline AOI and the Actual AOI for the second fiscal year as follows:

((Actual AOI for the second year – Baseline AOI) / (Baseline AOI))

As soon as practicable following the end of the second fiscal year, the Committee (or its designee) shall determine the Company’s performance percentage score for such fiscal year.

    For the third fiscal year in the Performance Period, the Committee shall make the same determination with respect to Actual AOI and percentage growth as set forth above; provided, however, that the percentage growth shall be determined between the Actual AOI as of the end of the second fiscal year in the Performance Period and the Actual AOI as of the end of the third fiscal year in the Performance Period.

Notwithstanding the foregoing, in the event that the Company’s overall percentage growth for the Performance Period is a negative number, then degree of performance attainment will be deemed to be less than threshold for the AOI portion of the PSU, regardless of the Company’s Actual AOI or percentage growth for any particular year.

In the case of any individual merger, acquisition, or divestiture for which the net assets acquired or disposed, on an annualized basis, generate an annual run rate AOI in excess of 2% of the Baseline AOI in the fiscal year such transaction closes (each, an “Excluded Transaction”), the AOI results attributable to such Excluded Transaction shall be excluded from the AOI results for the fiscal year in which such Excluded Transaction closes for purposes of calculating the annual AOI growth for such fiscal year. Notwithstanding the foregoing, for purposes of calculating the annual AOI growth for any fiscal year in the Performance Period after such Excluded Transaction closes, the AOI results attributable to such Excluded Transaction shall be included in the prior fiscal year AOI results, on an annualized basis.

Following the last day of the Performance Period, the Committee shall average the percentage performance scores achieved with respect to each fiscal year in the Performance Period to determine the actual Payout percentage for the AOI PSUs. The number of AOI PSUs that become “Earned PSUs” for the Performance Period shall be equal to (x) the number of

        
Target AOI PSUs multiplied by (y) the applicable Payout percentage earned (calculated as set forth above), rounded up to the nearest whole unit.



        

Exhibit B
PERFORMANCE GOALS
(ROIC)

The Participant may earn a percentage of the ROIC PSUs based on the average of the Company’s performance percentage scores against Performance Conditions relating to ROIC for each of the three fiscal years in the Performance Period, as provided in the following tables. In each case, the performance percentage score between performance levels will be determined to the nearest hundredth of a percentage point using linear interpolation.

For purposes of the ROIC PSUs, “ROIC” means annual Adjusted Operating Income, as defined in Exhibit A, plus annual rent expenses, including capital lease depreciation, less taxes, divided by (trailing 13 month average net property, plant and equipment, excluding capital lease assets, plus trailing 13 month average net working capital plus annual rent expense including capital lease depreciation and interest).

The Performance Conditions for the first fiscal year in the Performance Period shall be based on achievement of specified annual ROIC goals, as provided in the following table:

Fiscal Year 2026
Degree of Performance Attainment2026 ROIC
Performance Percentage
Score
(“Payout”)
Maximum200%
Target100%
Threshold50%
Less than Threshold0%
The Performance Conditions for the second and third fiscal years in the Performance Period shall be based on achievement of goals related to growth in ROIC, as provided in the following table:
Fiscal Years 2027 and 2028
Degree of Performance Attainment
Growth in ROIC
(increase in bps)
Performance Percentage
Score
(“Payout”)
Maximum200%
Target100%
Threshold50%
Less than Threshold0%


        







    
    As soon as practicable following the end of the first fiscal year, the Committee (or its designee) shall determine the Company’s performance percentage score for such fiscal year and shall determine the actual ROIC (the “Baseline ROIC”) as of the end of the first fiscal year. At the end of the second fiscal year in the Performance Period, the Committee shall determine (i) the actual ROIC as of the end of the second fiscal year in the Performance Period (the “Actual ROIC”) and (ii) the change in bps between the Baseline ROIC and the Actual ROIC for the second fiscal year as follows:

(Actual ROIC for the second year – Baseline ROIC) * 10,000

As soon as practicable following the end of the second fiscal year, the Committee (or its designee) shall determine the Company’s performance percentage score for such fiscal year.

    For the third fiscal year in the Performance Period, the Committee shall make the same determination with respect to Actual ROIC and change in bps as set forth above; provided, however, that the change in bps shall be determined between the Actual ROIC as of the end of the second fiscal year in the Performance Period and the Actual ROIC as of the end of the third fiscal year in the Performance Period.

In the case of any individual merger, acquisition, or divestiture for which the net assets acquired or disposed, on an annualized basis, generate an annual run rate ROIC in excess of 2% of the Baseline ROIC in the fiscal year such transaction closes (each, an “Excluded Transaction”), the ROIC results attributable to such Excluded Transaction shall be excluded from the ROIC results for the fiscal year in which such Excluded Transaction closes for purposes of calculating the annual ROIC growth for such fiscal year. Notwithstanding the foregoing, for purposes of calculating the annual ROIC growth for any fiscal year in the Performance Period after such Excluded Transaction closes, the ROIC results attributable to such Excluded Transaction shall be included in the prior fiscal year ROIC results, on an annualized basis.

Following the last day of the Performance Period, the Committee shall average the percentage performance scores achieved with respect to each fiscal year in the Performance Period to determine the actual Payout percentage for the ROIC PSUs. The number of ROIC PSUs that become “Earned PSUs” for the Performance Period shall be equal to (x) the number of Target ROIC PSUs multiplied by (y) the applicable Payout percentage earned (calculated as set forth above), rounded up to the nearest whole unit.


        

Exhibit C
PERFORMANCE GOALS
(rTSR)

The Participant may earn a percentage of the rTSR PSUs based on the percentile rank of the Company relative to the Total Stockholder Return (“TSR”) of the S&P 1500 Retail and Healthcare Equipment & Supplies Industry Subset for the Performance Period (the “TSR Relative Ranking”), as provided in the following table. In each case, the performance percentage score between performance levels will be determined to the nearest hundredth of a percentage point using linear interpolation.

Performance Period
Degree of Performance AttainmentTSR Relative Ranking
Performance Percentage
Score
(“Payout”)
Maximum
≥75th percentile
200%
Target
50th percentile
100%
Threshold
25th percentile
50%
Less than Threshold
Below 25th percentile
0%

Following the last day of the Performance Period, the Committee shall determine the actual Payout percentage for the rTSR PSUs. The number of rTSR PSUs that become “Earned PSUs” for the Performance Period shall be equal to (x) the number of Target rTSR PSUs multiplied by (y) the applicable Payout percentage earned (calculated as set forth above), rounded up to the nearest whole unit.


        
Exhibit D
PERFORMANCE GOALS
(Absolute TSR Modifier)

The Participant may earn an Absolute TSR Multiplier based on the Company’s achievement of certain “Share Price Hurdles” during the Absolute TSR Performance Period, as provided in the following table. If none of the Share Price Hurdles are achieved during the Absolute TSR Performance Period, no Multiplier PSUs will be earned.

Achievement of Share Price Hurdle. A Share Price Hurdle is achieved if and when the closing sales price of the Common Stock reported on the primary exchange on which the Common Stock is listed and traded (the “Share Price”) equals or exceeds the specified “Target Share Price” relating to such Share Price Hurdle provided in the table below for a period of twenty consecutive trading days at any time over the Absolute TSR Performance Period.

For purposes of the Share Price Hurdles, each Target Share Price is determined based on the cumulative Share Price growth over an “Entry Point” price equal to the average Share Price over the twenty trading days immediately prior to the Date of Grant ($27.5445).

Absolute TSR Performance Hurdles
Cumulative Share Price Growth
Target Share Price for
Share Price Hurdle
Absolute TSR Multiplier
50%
$41.32
1.5X
65%
$45.45
1.75X
80%
$49.58
2.0X
100%
≥$55.09
2.5X*

*Subject to Multiplier PSU Cap

Each Share Price Hurdle represents a “cliff” performance requirement, and there will be no interpolation between hurdles.

Once a Share Price Hurdle is achieved, it remains achieved and the corresponding Absolute TSR Multiplier will be earned, even if the Share Price falls below the related Target Share Price later in the Absolute TSR Performance Period. Notwithstanding the foregoing, if the average Share Price over the twenty trading days immediately prior to the end of the Absolute TSR Performance Period is below the lowest Share Price Hurdle (i.e., below the $41.32 Share Price Hurdle), then any Share Price Hurdles previously achieved will be invalidated and no Absolute TSR Multiplier will be earned.

Calculation of Multiplier PSUs. In the event that one or more Absolute TSR Multipliers are earned, as described above, the number of Multiplier PSUs earned by the Participant shall be equal to the excess of (a) the product obtained by multiplying the highest Absolute TSR Multiplier earned by the number of the Participant’s Earned PSUs for the Performance Period,

        
over (b) the number of the Participant’s Earned PSUs for the Performance Period, rounded up to the nearest whole unit and subject to the Multiplier PSU Cap described below.

Multiplier PSU Cap. In the event that the highest Absolute TSR Multiplier has been achieved (i.e., 2.5x) and the Share Price at the end of the Absolute TSR Performance Period (the “Ending Price”) is above the Target Share Price for the highest Share Price Hurdle (i.e., above $55.09) (the “Highest Hurdle Price”), the number of Multiplier PSUs earned by the Participant shall be reduced and shall be equal to the following, rounded up to the nearest whole unit:

Earned Multiplier PSUs (prior to adjustment for Multiplier PSU Cap) * Highest Hurdle Price ($55.09)
Ending Price

Following the last day of the Absolute TSR Performance Period, the Committee shall determine whether any Absolute TSR Multipliers were achieved and will approve the final number Multiplier PSUs earned, taking into account the Multiplier PSU Cap, if applicable, and rounding to the nearest whole unit.

        
PERFORMANCE STOCK UNIT AGREEMENT
UNDER THE
NATIONAL VISION HOLDINGS, INC.
2017 OMNIBUS INCENTIVE PLAN
Pursuant to the Performance Stock Unit Grant Notice (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Performance Stock Unit Agreement (this “Performance Stock Unit Agreement”) and the National Vision Holdings, Inc. 2017 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), National Vision Holdings, Inc. (the “Company”) and the Participant agree as follows. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
1. Grant of Performance Stock Units. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant the number of Performance Stock Units provided in the Grant Notice (with each Performance Stock Unit representing the right to receive one share of Common Stock upon the vesting of such Performance Stock Unit). The Company may make one or more additional grants of Performance Stock Units to the Participant under this Performance Stock Unit Agreement by providing the Participant with a new Grant Notice, which may also include any terms and conditions differing from this Performance Stock Unit Agreement to the extent provided therein. The Company reserves all rights with respect to the granting of additional Performance Stock Units hereunder and makes no implied promise to grant additional Performance Stock Units.
2. Vesting. Subject to the conditions contained herein and in the Plan, the Performance Stock Units shall vest and the restrictions on such Performance Stock Units shall lapse as provided in the Grant Notice.
3. Settlement of Performance Stock Units. The provisions of Section 9(d)(ii) of the Plan are incorporated herein by reference and made a part hereof; provided, however, that in no event will settlement of a Performance Stock Unit occur more than thirty (30) days following the expiration of its Restricted Period.
4. Definitions.
(a) The term “Company” as used in this Performance Stock Unit Agreement with reference to employment shall include the Company and its Subsidiaries.
(b) The term “Good Reason” as used in this Performance Stock Unit Agreement shall mean, without the Participant’s prior written consent, the occurrence of any one or more of the following that constitutes a material negative change to the Participant in the service relationship with the Company, or any of its Service Recipients, as applicable: (i) a reduction in the Participant’s annual rate of base salary, (ii) the relocation of the principal place of the Participant’s employment to a location more than fifty (50) miles away, or (iii) the significant diminution of the Participant’s duties and responsibilities. The Participant must make a claim for Good Reason within ninety (90) days following the occurrence of the event giving rise to the claim and terminate employment no later than one hundred and fifty (150) days after the event giving rise to the claim first occurs, or the Participant waives the Participant’s right to claim Good

        
Reason as a result of the event. No Good Reason will exist if the Company cures any of the foregoing within thirty (30) days after the Participant claims Good Reason.
(c) Whenever the word “Participant” is used in any provision of this Performance Stock Unit Agreement under circumstances where the provision should logically be construed to apply to the executors, the administrators, or the person or persons to whom the Performance Stock Units may be transferred by will or by the laws of descent and distribution, the word “Participant” shall be deemed to include such person or persons.
5. Non-Transferability. The Performance Stock Units are not transferable by the Participant except to Permitted Transferees in accordance with Section 14(b) of the Plan. Except as otherwise provided herein, no assignment or transfer of the Performance Stock Units, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise, shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the Performance Stock Units shall terminate and become of no further effect.
6. Rights as Stockholder. The Participant or a Permitted Transferee of the Performance Stock Units shall have no rights as a stockholder with respect to any share of Common Stock underlying a Performance Stock Unit (including no rights with respect to voting or to receive any dividends or dividend equivalents) unless and until the Participant or the Permitted Transferee shall have become the holder of record or the beneficial owner of such Common Stock.
7. Tax Withholding. The provisions of Section 14(d) of the Plan are incorporated herein by reference and made a part hereof.
8. Notice. Every notice or other communication relating to this Performance Stock Unit Agreement between the Company and the Participant shall be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by such party in a notice mailed or delivered to the other party as herein provided; provided that, unless and until some other address be so designated, all notices or communications by the Participant to the Company shall be mailed or delivered to the Company at its principal executive office, to the attention of the General Counsel, and all notices or communications by the Company to the Participant may be given to the Participant personally or may be mailed to the Participant at the Participant’s last known address, as reflected in the Company’s records. Notwithstanding the above, all notices and communications between the Participant and any third-party plan administrator shall be mailed, delivered, transmitted or sent in accordance with the procedures established by such third-party plan administrator and communicated to the Participant from time to time.
9. No Right to Continued Service. This Performance Stock Unit Agreement does not confer upon the Participant any right to continue as an employee or service provider to the Company.
10. Binding Effect. This Performance Stock Unit Agreement shall be binding upon the heirs, executors, administrators and successors of the parties hereto.
11. Waiver and Amendments. Except as otherwise set forth in Section 13 of the Plan, any waiver, alteration, amendment or modification of any of the terms of this

        
Performance Stock Unit Agreement shall be valid only if made in writing and signed by the parties hereto; provided, however, that any such waiver, alteration, amendment or modification is consented to on the Company’s behalf by the Committee. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.
12. Governing Law. This Performance Stock Unit Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Notwithstanding anything contained in this Performance Stock Unit Agreement, the Grant Notice or the Plan to the contrary, if any suit or claim is instituted by the Participant or the Company relating to this Performance Stock Unit Agreement, the Grant Notice or the Plan, the Participant hereby submits to the exclusive jurisdiction of and venue in the courts of Delaware.
13. Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Performance Stock Unit Agreement (including the Grant Notice), the Plan shall govern and control.




Document
Exhibit 10.2
RESTRICTED STOCK UNIT GRANT NOTICE
UNDER THE
NATIONAL VISION HOLDINGS, INC.
2017 OMNIBUS INCENTIVE PLAN
National Vision Holdings, Inc. (the “Company”), pursuant to its 2017 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. The Restricted Stock Units are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.
Participant:    [Participant Name]
Date of Grant:     [Grant Date]
Number of Restricted Stock Units:     [Quantity Granted]
Vesting Schedule:    Provided the Participant has not undergone a Termination at the time of each applicable vesting date (or event) (each, a “Vesting Date”), the Restricted Stock Units will vest in full on the first (1st) anniversary of the Date of Grant.
In the event that the Participant undergoes a Termination for any reason, (i) all vesting with respect to such Restricted Stock Units shall cease and (ii) all unvested Restricted Stock Units shall be forfeited by the Participant for no consideration as of the date of such Termination.
Notwithstanding the foregoing, in the event of the Participant’s Termination due to Retirement, a number of Restricted Stock Units shall vest equal to the number of Restricted Stock Units that would have become vested on the next Vesting Date following the date of such Termination multiplied by a fraction, the numerator of which is the number of days that the Participant is employed by the Service Recipient from the most recent Vesting Date to the date of Termination and the denominator of which shall equal three hundred and sixty-five (365) (rounded down to the nearest whole Restricted Stock Unit).
In addition, in the event (i) of a Qualifying Termination within the two (2)-year period following a Change in Control or (ii) that the Participant undergoes a Termination as a result of the Participant’s death or Disability, the Participant shall fully vest in the



Participant’s Restricted Stock Units to the extent not then vested or previously forfeited.
    
[Signatures to appear on following page]



THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF RESTRICTED STOCK UNITS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN.

NATIONAL VISION HOLDINGS, INC.

__________________________________
By:
Title:


PARTICIPANT1

________________________________

            


1     To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute the Participant’s signature hereof.
[Signature Page to Restricted Stock Unit Award]

RESTRICTED STOCK UNIT AGREEMENT
UNDER THE
NATIONAL VISION HOLDINGS, INC.
2017 OMNIBUS INCENTIVE PLAN
Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Restricted Stock Unit Agreement (this “Restricted Stock Unit Agreement”) and the National Vision Holdings, Inc. 2017 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), National Vision Holdings, Inc. (the “Company”) and the Participant agree as follows. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
1. Grant of Restricted Stock Units. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant the number of Restricted Stock Units provided in the Grant Notice (with each Restricted Stock Unit representing the right to receive one share of Common Stock upon the vesting of such Restricted Stock Unit). The Company may make one or more additional grants of Restricted Stock Units to the Participant under this Restricted Stock Unit Agreement by providing the Participant with a new Grant Notice, which may also include any terms and conditions differing from this Restricted Stock Unit Agreement to the extent provided therein. The Company reserves all rights with respect to the granting of additional Restricted Stock Units hereunder and makes no implied promise to grant additional Restricted Stock Units.
2. Vesting. Subject to the conditions contained herein and in the Plan, the Restricted Stock Units shall vest and the restrictions on such Restricted Stock Units shall lapse as provided in the Grant Notice. With respect to any Restricted Stock Unit, the period of time that commences on the Date of Grant and ends on the applicable Vesting Date, or, if earlier, the date of any Termination that results in vesting of such Restricted Stock Unit, shall be its Restricted Period.
3. Settlement of Restricted Stock Units. The provisions of Section 9(d)(ii) of the Plan are incorporated herein by reference and made a part hereof; provided, however, that in no event will settlement of a Restricted Stock Unit occur more than thirty (30) days following the expiration of its Restricted Period.
4. Definitions.
(a) The term “Company” as used in this Restricted Stock Unit Agreement with reference to employment shall include the Company and its Subsidiaries.
(b) The term “Good Reason” as used in this Restricted Stock Unit Agreement shall mean, without the Participant’s prior written consent, the occurrence of any one or more of the following that constitutes a material negative change to the Participant in the service relationship with the Company, or any of its Service Recipients, as applicable: (i) a reduction in the Participant’s annual rate of base salary, (ii) the relocation of the principal place of the Participant’s employment to a location more than fifty (50) miles away, or (iii) the significant diminution of the Participant’s duties and responsibilities. The Participant must make a claim for Good Reason within ninety (90) days following the occurrence of the event giving rise to the
        
    
claim and terminate employment no later than one hundred and fifty (150) days after the event giving rise to the claim first occurs, or the Participant waives the Participant’s right to claim Good Reason as a result of the event. No Good Reason will exist if the Company cures any of the foregoing within thirty (30) days after the Participant claims Good Reason.
(c) Whenever the word “Participant” is used in any provision of this Restricted Stock Unit Agreement under circumstances where the provision should logically be construed to apply to the executors, the administrators, or the person or persons to whom the Restricted Stock Units may be transferred by will or by the laws of descent and distribution, the word “Participant” shall be deemed to include such person or persons.
(d) The term “Qualifying Termination” as used in this Restricted Stock Unit Agreement shall mean a Participant’s Termination by the Service Recipient without Cause or by the Participant with Good Reason.
(e) The term “Retirement” as used in this Restricted Stock Unit Agreement shall mean the Participant’s voluntary resignation from employment, other than while grounds for Cause exist, when (i) (x) the Participant’s age is at least sixty (60) years old and (y) the Participant’s number of years of service with the Company and its predecessors is at least ten (10) years or (ii) the Participant’s age is at least sixty five (65) years old.
5. Non-Transferability. The Restricted Stock Units are not transferable by the Participant except to Permitted Transferees in accordance with Section 14(b) of the Plan. Except as otherwise provided herein, no assignment or transfer of the Restricted Stock Units, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise, shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the Restricted Stock Units shall terminate and become of no further effect.
6. Rights as Stockholder. The Participant or a Permitted Transferee of the Restricted Stock Units shall have no rights as a stockholder with respect to any share of Common Stock underlying a Restricted Stock Unit (including no rights with respect to voting or to receive any dividends or dividend equivalents) unless and until the Participant or the Permitted Transferee shall have become the holder of record or the beneficial owner of such Common Stock.
7. Tax Withholding. The provisions of Section 14(d) of the Plan are incorporated herein by reference and made a part hereof.
8. Notice. Every notice or other communication relating to this Restricted Stock Unit Agreement between the Company and the Participant shall be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by such party in a notice mailed or delivered to the other party as herein provided; provided that, unless and until some other address be so designated, all notices or communications by the Participant to the Company shall be mailed or delivered to the Company at its principal executive office, to the attention of the General Counsel, and all notices or communications by the Company to the Participant may be given to the Participant personally or may be mailed to the Participant at the Participant’s last known address, as reflected in the Company’s records. Notwithstanding the above, all notices and communications between the
        
    
Participant and any third-party plan administrator shall be mailed, delivered, transmitted or sent in accordance with the procedures established by such third-party plan administrator and communicated to the Participant from time to time.
9. No Right to Continued Service. This Restricted Stock Unit Agreement does not confer upon the Participant any right to continue as an employee or service provider to the Company.
10. Binding Effect. This Restricted Stock Unit Agreement shall be binding upon the heirs, executors, administrators and successors of the parties hereto.
11. Waiver and Amendments. Except as otherwise set forth in Section 13 of the Plan, any waiver, alteration, amendment or modification of any of the terms of this Restricted Stock Unit Agreement shall be valid only if made in writing and signed by the parties hereto; provided, however, that any such waiver, alteration, amendment or modification is consented to on the Company’s behalf by the Committee. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.
12. Governing Law. This Restricted Stock Unit Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Notwithstanding anything contained in this Restricted Stock Unit Agreement, the Grant Notice or the Plan to the contrary, if any suit or claim is instituted by the Participant or the Company relating to this Restricted Stock Unit Agreement, the Grant Notice or the Plan, the Participant hereby submits to the exclusive jurisdiction of and venue in the courts of Delaware.
13. Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Restricted Stock Unit Agreement (including the Grant Notice), the Plan shall govern and control.
14. Section 409A.
(a)This Restricted Stock Unit Agreement is intended to be exempt from or comply with the provisions of Section 409A of the Code and the regulations promulgated thereunder, and shall be interpreted consistent with such intent. Without limiting the foregoing, the Committee will have the right to amend the terms and conditions of this Restricted Stock Unit Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including, without limitation, by delaying the issuance of the shares of Common Stock contemplated hereunder.
(b)Notwithstanding any other provision of this Restricted Stock Unit Agreement to the contrary, if the Participant is a “specified employee” within the meaning of Section 409A of the Code, and is subject to U.S. federal income tax, no payments in respect of any Restricted Stock Unit that is “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) will be made to the Participant prior to the date that is six (6) months after the date of the Participant’s “separation from service” or, if earlier, the
        
    
Participant’s date of death. Following any applicable six (6)-month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A of the Code that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company will not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. Each payment in a series of payments hereunder will be deemed to be a separate payment for the purposes of Section 409A of the Code.


        
Document
Exhibit 31.1

CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

I, Alex Wilkes, certify that:

1.I have reviewed this quarterly report on Form 10-Q for the quarterly period ended April 4, 2026 of National Vision Holdings, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 14, 2026

                            
/s/ Alex Wilkes
Alex Wilkes
Chief Executive Officer
(Principal Executive Officer)

Document
Exhibit 31.2

CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

I, Christopher Laden, certify that:

1.I have reviewed this quarterly report on Form 10-Q for the quarterly period ended April 4, 2026 of National Vision Holdings, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 14, 2026

/s/ Christopher Laden
Christopher Laden
Chief Financial Officer
(Principal Financial and Accounting Officer)

Document
Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of National Vision Holdings, Inc. (the “Company”) on Form 10-Q for the quarterly period ended April 4, 2026 filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alex Wilkes, Chief Executive Officer of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

a.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

b.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.

Date: May 14, 2026

                    
/s/ Alex Wilkes
Alex Wilkes
Chief Executive Officer
(Principal Executive Officer)



Document
Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of National Vision Holdings, Inc. (the “Company”) on Form 10-Q for the quarterly period ended April 4, 2026 filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Christopher Laden, Senior Vice President, Chief Financial Officer of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

a.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

b.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.

Date: May 14, 2026

/s/ Christopher Laden
Christopher Laden
Chief Financial Officer
(Principal Financial and Accounting Officer)