National Bank Holdings Corporation Announces Closing of Subordinated Notes Offering

Rhea-AI Summary

National Bank Holdings Corporation (NYSE: NBHC) announced on February 11, 2026 the closing of a public offering of $150.0 million aggregate principal amount of 5.875% Fixed-to-Floating Rate Subordinated Notes due 2036. The offering size was increased from $100.0 million due to strong investor demand. Interest is 5.875% fixed for five years, then expected to float at Three-Month Term SOFR plus 241 basis points. The Notes are intended to qualify as Tier 2 capital. Piper Sandler acted as sole book-running manager; registration File No. 333-293219.

NBHC operates a network of over 100 banking centers across its core footprint in multiple U.S. states.

Positive

• $150.0M subordinated notes increase regulatory capital (Tier 2)
• Offering size raised from $100M to $150M due to strong investor demand

Negative

• Fixed 5.875% coupon creates higher interest expense over initial five years
• Post‑five‑year floating rate at SOFR+241 bps exposes future interest cost to rate volatility

News Market Reaction – NBHC

-1.90%

1 alert

-1.90% News Effect

On the day this news was published, NBHC declined 1.90%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Subordinated notes offering size: $150.0 million Coupon rate (fixed period): 5.875% per annum Spread over benchmark: 241 basis points +5 more

8 metrics

Subordinated notes offering size $150.0 million Aggregate principal amount of 5.875% subordinated notes due 2036

Coupon rate (fixed period) 5.875% per annum Initial five-year fixed-rate period on the subordinated notes

Spread over benchmark 241 basis points Spread over expected Three-Month Term SOFR in floating-rate period

Initial transaction size $100.0 million Original size before upsizing to $150.0 million

Maturity year 2036 Stated maturity of the subordinated notes

Fixed-rate period length five years Initial fixed-rate term before switch to floating rate

Floating-rate period length five years Subsequent floating-rate term after fixed period

Banking centers over 100 Number of banking centers operated across NBHC’s footprint

Market Reality Check

Price: $39.02 Vol: Volume 324,789 is below t...

low vol

$39.02 Last Close

Volume Volume 324,789 is below the 20-day average of 493,601 (relative volume 0.66x). low

Technical Shares at $41.83 are trading above the 200-day MA of $38.21 and 5.17% below the 52-week high of $44.11.

Peers on Argus

NBHC slipped 0.17% while most close regional-bank peers were down between 0.65% ...

NBHC slipped 0.17% while most close regional-bank peers were down between 0.65% and 1.44%, with one peer up 0.97%. Moves appear more stock-specific than part of a broad sector swing.

Historical Context

5 past events · Latest: Jan 30 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 30	Inducement equity grants	Neutral	+1.1%	Inducement restricted stock awards related to Vista Bancshares acquisition hires.
Jan 27	Earnings and capital plan	Positive	-0.5%	Q4 and 2025 results with higher EPS, dividend declaration, and new repurchase plan.
Jan 13	Acquisition advisory note	Positive	-0.9%	Completion details and advisory role for Vista Bancshares acquisition and expansion.
Jan 08	Earnings date set	Neutral	-0.9%	Announcement of scheduled release and conference call for Q4 and 2025 results.
Jan 07	Vista deal closing	Positive	-0.5%	Closing of Vista Bancshares and Vista Bank acquisition with defined consideration mix.

Pattern Detected

Recent positive strategic and earnings announcements often saw modest next-day declines, suggesting a tendency for shares to soften on good news.

Recent Company History

Over the past month, NBHC has focused on growth and capital actions. It completed the Vista Bancshares acquisition, creating a combined platform with substantial pro forma assets and deposits, and announced fourth‑quarter and full‑year 2025 results with a new $100M repurchase authorization and a $0.32 dividend. Additional filings detailed the Vista deal terms and set the Q4 earnings release date. Inducement equity awards tied to the Vista acquisition were also disclosed. Today’s subordinated notes offering follows this sequence of balance‑sheet and capital planning steps.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2026-02-05

NBHC has an effective automatic shelf registration on Form S-3ASR dated 2026-02-05, allowing it to issue various securities, including debt, over time for general corporate purposes. This shelf has already been used for two 424B5 subordinated note offerings, including the newly closed 2036 notes.

Market Pulse Summary

This announcement details the closing of a $150.0 million fixed‑to‑floating subordinated notes offer...

Analysis

This announcement details the closing of a $150.0 million fixed‑to‑floating subordinated notes offering, intended to qualify as Tier 2 capital and issued off NBHC’s shelf registration. It follows recent milestones including the Vista Bancshares acquisition and a new share repurchase authorization. Investors may monitor how proceeds are used, future offerings under the automatic shelf, and subsequent capital ratios and funding costs alongside upcoming earnings disclosures.

Key Terms

subordinated notes, fixed-to-floating rate, three-month term sofr, tier 2 capital, +4 more

8 terms

subordinated notes financial

"closing of a public offering of $150.0 million aggregate principal amount of 5.875% Fixed-to-Floating Rate Subordinated Notes due 2036"

Subordinated notes are loans companies issue that rank below other debts for repayment, meaning holders get paid only after higher-priority creditors if the issuer runs into trouble. Because they act like being farther back in line at a buffet, they usually offer higher interest to compensate for greater risk, so investors watch them for potential higher returns but also increased chance of loss and sensitivity to the issuer’s financial health.

fixed-to-floating rate financial

"5.875% Fixed-to-Floating Rate Subordinated Notes due 2036"

A fixed-to-floating rate is a type of loan or investment that starts with a fixed interest rate for a certain period, meaning the payments stay the same, then switches to a variable rate that can change over time based on market conditions. This matters because it offers the stability of fixed payments initially, but also the flexibility to benefit if interest rates drop later.

three-month term sofr financial

"a floating rate per annum equal to a benchmark rate, which is expected to be Three-Month Term SOFR, plus a spread"

Three-month term SOFR is a forward-looking benchmark interest rate that estimates the expected cost of borrowing U.S. dollars for a three-month period, based on secured overnight financing market activity. Investors care because it sets the floating interest paid or received on many loans, bonds and derivatives—like a posted speed limit that determines how fast interest costs or returns can change—so shifts in this rate directly affect debt expenses, cash yields and valuations.

tier 2 capital regulatory

"The Notes are intended to qualify as Tier 2 capital for regulatory purposes."

Tier 2 capital is the secondary cushion a bank holds to absorb losses after its core capital is used, made up of items like long-term subordinated debt and certain reserves. Think of it as a backup battery that kicks in only after the main battery fails; it matters to investors because its size and quality affect a bank’s regulatory strength, creditworthiness, and the safety of dividends and bond payments under stress.

prospectus supplement regulatory

"will be made only pursuant to a prospectus supplement and prospectus filed with the Securities and Exchange Commission"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

registration statement regulatory

"The Company has filed a registration statement (including a prospectus) (File No. 333-293219) and a prospectus supplement"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

securities and exchange commission regulatory

"filed with the Securities and Exchange Commission (the “SEC”). The Company has filed a registration statement"

A national government agency that enforces rules for buying, selling and disclosing information about stocks and other investments, acting like a referee and scorekeeper for financial markets. It requires companies to share clear, regular financial and business information and investigates fraud or rule-breaking, which matters to investors because those rules and disclosures help ensure fair prices, reduce hidden risks and make it easier to compare investment choices.

basis points financial

"plus a spread of 241 basis points for the five-year variable rate period"

Basis points are a way to measure small changes in interest rates or percentages, where one basis point equals 0.01%. For example, if a loan's interest rate increases by 50 basis points, it's gone up by 0.50%. They help people understand tiny differences in rates that can add up over time, making financial comparisons clearer.

AI-generated analysis. Not financial advice.

DENVER, Feb. 11, 2026 (GLOBE NEWSWIRE) -- National Bank Holdings Corporation (NYSE: NBHC, “NBHC”) (the “Company”), the holding company for NBH Bank (the “Bank”), today announced the closing of a public offering of $150.0 million aggregate principal amount of 5.875% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Notes”).The offering was increased to $150.0 million from a $100.0 million initial transaction given strong investor demand from a high-quality institutional investor base. Interest on the Notes will accrue at a rate equal to (i) 5.875% per annum for the initial five-year fixed rate period payable semi-annually in arrears, and (ii) a floating rate per annum equal to a benchmark rate, which is expected to be Three-Month Term SOFR, plus a spread of 241 basis points for the five-year variable rate period, payable quarterly in arrears. The Notes are intended to qualify as Tier 2 capital for regulatory purposes.

Piper Sandler & Co. acted as sole book-running manager for the offering. Wachtell, Lipton, Rosen & Katz is acting as legal counsel to the Company and Otteson Shapiro LLP is acting as legal counsel to the underwriter.

This press release is neither an offer to sell nor a solicitation of an offer to purchase any securities of the Company. There will be no sale of securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offer to sell or solicitation of an offer to purchase securities of the Company will be made only pursuant to a prospectus supplement and prospectus filed with the Securities and Exchange Commission (the “SEC”). The Company has filed a registration statement (including a prospectus) (File No. 333-293219) and a prospectus supplement with the SEC for the offering to which this press release relates.

Copies of the prospectus supplement and accompanying base prospectus relating to the offering can be obtained without charge by visiting the SEC’s website at www.sec.gov, or may be obtained by emailing Piper Sandler & Co. at fsg-dcm@psc.com 

About National Bank Holdings Corporation

National Bank Holdings Corporation is a bank holding company created to build a leading community bank franchise, delivering high quality client service and committed to stakeholder results. Through its bank subsidiaries, NBH Bank and Bank of Jackson Hole Trust, National Bank Holdings Corporation operates a network of over 100 banking centers, serving individual consumers, small, medium and large businesses, and government and non-profit entities. Its banking centers are located in its core footprint of Colorado, the greater Kansas City region, Texas, Utah, Wyoming, New Mexico, Idaho, and Palm Beach, Florida. Its comprehensive residential mortgage banking group primarily serves the bank’s core footprint. Its trust and wealth management business is operated in its core footprint under the Bank of Jackson Hole Trust charter. NBH Bank operates under a single state charter through the following brand names as divisions of NBH Bank: in Colorado, Community Banks of Colorado and Community Banks Mortgage; in Kansas and Missouri, Bank Midwest and Bank Midwest Mortgage; in Texas, Vista Bank and Hillcrest Bank; in Utah, New Mexico and Idaho, Hillcrest Bank and Hillcrest Bank Mortgage; in Palm Beach, Florida, Vista Bank; and in Wyoming, Bank of Jackson Hole and Bank of Jackson Hole Mortgage. Additional information about National Bank Holdings Corporation can be found at www.nationalbankholdings.com.

For more information visit: cobnks.com, bankmw.com, hillcrestbank.com, bankofjacksonhole.com, vistabank.com, or nbhbank.com, or connect with any of our brands on LinkedIn.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements do not discuss historical facts but instead relate to expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance. Forward-looking statements are generally identified by words such as “anticipate,” “believe,” “can,” “would,” “should,” “could,” “may,” “predict,” “seek,” “potential,” “will,” “estimate,” “target,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “intend,” “goal,” “focus,” “maintains,” “future,” “ultimately,” “likely,” “ensure,” “strategy,” “objective,” and similar words or phrases. These statements are only predictions and involve estimates, known and unknown risks, assumptions and uncertainties. We have based these statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, liquidity, results of operations, business strategy and growth prospects. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements due to a number of factors, including, but not limited to, business and economic conditions along with external events, both generally and in the financial services industry; susceptibility to credit risk and fluctuations in the value of real estate and other collateral securing a significant portion of our loan portfolio, including with regards to real estate acquired through foreclosure, and the accuracy of appraisals related to such real estate; changes impacting monetary supply and the businesses of our clients and counterparties, including levels of market interest rates, inflation, currency values, monetary, fiscal, and international trade policy, and the volatility of trading markets; our ability to maintain sufficient liquidity to meet the requirements of deposit withdrawals and other business needs; our desire to raise additional capital in connection with strategic growth initiatives and our ability to access the capital markets when desired or on favorable terms; changes in the fair value of our investment securities can fluctuate due to market conditions outside of our control; our investments in financial technology companies and initiatives may subject us to material financial, reputational and strategic risks; the allowance for credit losses and fair value adjustments may be insufficient to absorb losses in our loan portfolio; any service interruptions, cyber incidents or other breaches relating to our technology systems, security systems or infrastructure or those of our third-party providers; the occurrence of fraud or other financial crimes within our business; competition from other financial services providers, including traditional financial institutions and financial technology companies, and the effects of disintermediation within the banking business including consolidation within the industry; changes to federal government lending programs like the Small Business Administration’s Preferred Lender Program and the Federal Housing Administration’s insurance programs, including the impact of changes in regulations, budget appropriations and a prolonged government shutdown on such programs; impairment of our mortgage servicing rights, disruption in the secondary market for mortgage loans, declines in real estate values, or being required to repurchase mortgage loans or reimburse investors; claims and litigation related to our fiduciary responsibilities in connection with our trust and wealth business; our ability to manage and execute our organic growth and acquisition strategies, including our ability to realize the expected benefits of our acquisition strategies; developments in technology, such as artificial intelligence, the success of our digital growth strategy, and our ability to incorporate innovative technologies in our business and provide products and services that satisfy our clients’ expectations for convenience and security; our ability to integrate Vista Bank into our business may be more difficult, costly or time consuming than expected and we may fail to realize the anticipated benefits or cost savings of the merger; failure to obtain regulatory approvals or consummate attractive acquisitions or continue to increase organic loan growth would restrict our growth plans; the accuracy of projected operating results for assets and businesses we acquire as well as our ability to drive organic loan growth to replace loans in our existing portfolio with comparable loans as loans are paid down; our ability to comply with and manage costs related to extensive and potentially expanding government regulation and supervision, including current and future regulations affecting bank holding companies and depository institutions; our ability to execute our capital allocation strategy, including paying dividends or repurchasing shares, is subject to regulatory limitations; the application of any increased assessment rates imposed by the Federal Deposit Insurance Corporation; claims or legal action brought against us by third parties or government agencies; the loss of our executive officers and key personnel; changes to federal, state and local laws and regulations along with executive orders applicable to our business, including tax laws; and other factors, risks, trends and uncertainties described elsewhere in our other filings with the SEC. The forward-looking statements are made as of the date of this presentation, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events or circumstances, except as required by applicable law.

NBH Bank Contacts:

Analysts/Institutional Investors: Emily Gooden, Chief Accounting Officer and Investor Relations Director, (720) 554-6640, ir@nationalbankholdings.com

Nicole Van Denabeele, Chief Financial Officer, (720) 529-3370, ir@nationalbankholdings.com

Source: National Bank Holdings Corporation

FAQ

What did NBHC announce on February 11, 2026 about subordinated notes?

NBHC closed a public offering of $150.0 million 5.875% Fixed-to-Floating Rate Subordinated Notes due 2036. According to the company, the offering was increased from $100.0 million because of strong institutional investor demand and is intended to qualify as Tier 2 capital.

How will the NBHC subordinated notes pay interest and when does the rate change?

The notes pay 5.875% per annum for the first five years, then switch to a floating rate. According to the company, the floating rate is expected to be Three-Month Term SOFR plus a spread of 241 basis points, payable quarterly.

What is the purpose of NBHC issuing $150 million in subordinated notes (NBHC)?

The notes are intended to qualify as Tier 2 regulatory capital to support the bank holding company's capital position. According to the company, the issuance strengthens regulatory capital reserves and supports strategic growth and balance sheet objectives.

Who managed the NBHC subordinated notes offering and where is the filing?

Piper Sandler acted as sole book-running manager for the offering. According to the company, the registration statement and prospectus supplement are filed with the SEC under File No. 333-293219 and are available on the SEC website.

What is the maturity date and key terms of NBHC's 5.875% subordinated notes (NBHC)?

The subordinated notes mature in 2036 and are fixed for five years at 5.875% then convert to a floating rate. According to the company, interest is payable semi-annually during the fixed period and quarterly during the floating period.