National Vision Holdings Inc 2024年度报告

Washington, D.C. 20549 ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the fiscal year ended December 28, 2024OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the transition period from _____ to _____ National Vision Holdings, Inc. (Exact name of registrant as specified in its charter)_______________________________________________________________________ 46-4841717 Delaware (I.R.S. Employer Identification No.) (State or other jurisdiction of incorporation or organization) 2435 Commerce Ave,Building 2200Duluth, Georgia 30096(Address of principal executive offices)(770) 822-3600(Registrant’s telephone number, including area code)_______________________________________________________________________ Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), 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 submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe 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 smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) bythe registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☐ As of June 29, 2024, the last day of the registrant’s most recently completed second quarter, the aggregate market value of theregistrant’s common stock held by non-affiliates of the registrant was approximately $0.6 billion (based upon the closing sale price ofthe common stock on last trading date of the quarter on the Nasdaq). Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date Class DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrant's definitive Proxy Statement for its 2025 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K. The Proxy Statement will be filed with the Securities and Exchange Commission within120 days of the registrant’s fiscal year ended December 28, 2024. NATIONAL VISION HOLDINGS, INC. AND SUBSIDIARIES Table of Contents SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS3RISK FACTORS SUMMARY4 Item 6. Item 9B.Other Information114Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections115PART III115Item 10.Directors, Executive Officers and Corporate Governance115Item 11.Executive Compensation117Item 12.Security Ownership of Certain Beneficial Owners and Management andRelated Stockholder Matters117Item 13.Certain Relationships and Related Transactions,and Director Independence117Item 14.Principal Accountant Fees and Services117PART IV118Item 15.Exhibits and Financial Statement Schedules118Item 16.Form 10-K Summary121Signatures122 Table of ContentsSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (this “Form 10-K”) contains “forward-looking statements” within themeaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the SecuritiesExchange Act of 1934, as amended (