National Bank Holdings Corporation Reports Granting of Inducement Awards Under NYSE Listing Rule 303A.08

Rhea-AI Summary

National Bank Holdings Corporation (NYSE: NBHC) granted inducement awards related to its acquisition of Vista Bancshares, made under NBHC's 2026 Inducement Plan on March 17, 2026. The awards total 13,867 performance share units (PSUs) at target with up to 1.5x payout for performance.

The PSUs cliff vest on April 1, 2029 based on cumulative adjusted earnings per share and relative return on tangible assets, modified by total shareholder return versus the S&P 600 Regional Bank Group, for the performance period Jan 1, 2026–Dec 31, 2028. 12,607 PSUs were granted to John Steinmetz. Awards were approved by the Compensation Committee on Feb 24, 2026.

Positive

• Total of 13,867 PSUs granted at target on March 17, 2026
• Awards include up to 1.5x payout upon specified performance
• PSUs tie compensation to cumulative adjusted EPS and rROTA

Negative

• 12,607 of 13,867 PSUs awarded to John Steinmetz (concentration)
• Awards cliff vest on April 1, 2029, requiring extended service

News Market Reaction – NBHC

-1.37%

-1.37% Session close to close

In the Mar 20 session, NBHC declined 1.37%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details performance-based inducement awards tied to NBHC’s Vista Bancshares acquis...

Analysis

This announcement details performance-based inducement awards tied to NBHC’s Vista Bancshares acquisition, including 13,867 target PSUs that cliff vest in 2029 based on cumulative adjusted EPS and relative return on tangible assets, modified by total shareholder return. It continues a pattern of equity-driven incentives for leadership and key hires. Investors may monitor how these awards support Vista integration, drive long-term profitability, and align management behavior with shareholder outcomes over the 2026–2028 performance period.

Key Figures

Total PSUs at target: 13,867 PSUs Maximum PSU payout: 1.5x target shares Par value per share: $0.01 +5 more

8 metrics

Total PSUs at target 13,867 PSUs Inducement awards to two former Vista Bank associates under 2026 Inducement Plan

Maximum PSU payout 1.5x target shares Potential shares upon achievement of specified performance goals

Par value per share $0.01 Class A common stock underlying inducement PSUs

Cliff vesting date April 1, 2029 Vesting date for inducement PSUs, subject to continued service and performance

Performance period Jan 1, 2026 – Dec 31, 2028 Period over which EPS and return on tangible assets are measured

PSUs to John Steinmetz 12,607 PSUs Inducement award at target to Executive Vice Chair under employment agreement

Award grant date March 17, 2026 Date inducement PSUs were granted under 2026 Inducement Plan

Committee approval date February 24, 2026 Compensation Committee approval of inducement awards

Historical Context

5 past events · Latest: Feb 11 (Neutral)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Feb 11	Debt offering	Neutral	-1.9%	Closed $150M 5.875% subordinated notes offering, upsized from $100M.
Jan 30	Inducement awards	Neutral	+1.1%	Granted stock awards to new Vista-related employees under 2026 Inducement Plan.
Jan 27	Earnings release	Positive	-0.5%	Reported solid 4Q25 and 2025 results with dividend and $100M buyback authorization.
Jan 13	Acquisition close	Positive	-0.9%	Completed Vista Bancshares acquisition, lifting pro forma assets to about $12.6B.
Jan 08	Earnings date set	Neutral	-0.9%	Announced timing of 4Q25 and full‑year 2025 earnings release and call.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent news often sees modest moves; positive fundamental/acquisition updates have previously met with slight negative price reactions.

Recent Company History

Over the last few months, NBHC has focused on balance sheet growth, capital optimization, and integrating the Vista Bancshares acquisition. It closed a $150.0M subordinated notes offering intended as Tier 2 capital, reported 4Q25 net income of $16.0M and full‑year 2025 net income of $109.6M, and expanded to about $12.6B in pro forma assets post‑Vista. The company also implemented dividends and a $100M repurchase authorization, alongside multiple equity awards and inducement grants to align key personnel with long-term performance.

Key Terms

performance share units, cliff vest, cumulative adjusted earnings per share, return on tangible assets, +1 more

5 terms

performance share units financial

"consist of 13,867 performance share units (the “PSUs”) at target in total"

Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.

cliff vest financial

"The awards will cliff vest on April 1, 2029 based on the achievement"

A cliff vest is a schedule for stock options or restricted shares where no ownership rights are earned until a fixed date, after which a set portion becomes fully owned all at once — like a probation period that suddenly unlocks pay. Investors watch cliff vests because they influence when insiders can sell shares, affect staff retention and dilution timing, and help predict short-term changes in a company’s shareholder makeup.

cumulative adjusted earnings per share financial

"based on the achievement of cumulative adjusted earnings per share and relative"

Cumulative adjusted earnings per share is the running total of a company's per-share profits over a set period after removing one-time items and accounting adjustments, so it reflects recurring income attributed to each share. Investors use it to see the underlying trend in profitability and to compare performance across periods or peers, like tracking a runner’s steady pace over several miles rather than judging performance from a single sprint.

return on tangible assets financial

"based on the achievement of cumulative adjusted earnings per share and relative return on tangible assets"

Return on tangible assets is a profitability measure that shows how much profit a company generates from its physical, measurable assets — things like buildings, machines and inventory — after excluding intangible items such as goodwill and patents. For investors it reveals how efficiently a business turns tangible capital into earnings, much like measuring how much crop a farmer gets per acre, and helps compare firms without the distortions caused by large intangible asset values.

total shareholder return financial

"as modified by total shareholder return relative to companies in the S&P 600"

Total shareholder return is the overall gain an investor gets from owning a stock, combining changes in the share price plus any cash payouts like dividends, and assuming those payouts are reinvested in more shares. Investors use it like a single score that shows the true return on their investment—similar to checking both the growth of a savings account and the interest earned—to compare how well different companies or investments perform over time.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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DENVER, March 19, 2026 (GLOBE NEWSWIRE) -- National Bank Holdings Corporation (NYSE: NBHC, “NBHC” or the “Company”), the holding company for NBH Bank, announced today that it has granted inducement awards to two former Vista Bank associates who joined the Company. These awards were committed to these associates in their employment agreements with NBHC and NBH Bank and were granted as a material inducement to their commencement of employment with the Company in connection with NBHC’s acquisition of Vista Bancshares, Inc. and pursuant to NYSE Listing Rule 303A.08.   The inducement awards were made on March 17, 2026, under NBHC’s 2026 Inducement Plan. The inducement awards to these associates consist of 13,867 performance share units (the “PSUs”) at target in total (with up to 1.5 times the number of target shares potentially earned upon the achievement of specified performance goals) relating to shares of Class A common stock, $0.01 par value per share, of NBHC. The awards will cliff vest on April 1, 2029 based on the achievement of cumulative adjusted earnings per share and relative return on tangible assets, as modified by total shareholder return relative to companies in the S&P 600 Regional Bank Group, during the performance period of January 1, 2026 to December 31, 2028, subject to the associates’ continued service with the Company through the applicable vesting date. These awards included an inducement award of 12,607 PSUs at target to John Steinmetz, Executive Vice Chair and Executive Managing Director of Strategic Initiatives at NBH Bank and the former CEO of Vista and Vista Bank pursuant to his employment agreement with NBHC and NBH Bank.  

The inducement awards were approved by the Compensation Committee of NBHC’s Board of Directors on February 24, 2026.

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.

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
Media:
Jody Soper, Chief Marketing Officer, (303) 784-5925, Jody.Soper@nbhbank.com

Source: National Bank Holdings Corporation

FAQ

What inducement awards did NBHC (NYSE: NBHC) grant related to the Vista acquisition?

NBHC granted 13,867 PSUs at target, with up to 1.5x payout for performance. According to the company, the awards were made on March 17, 2026 under the 2026 Inducement Plan as inducements tied to the Vista acquisition.

Who received the largest inducement award from NBHC in connection with Vista Bancshares?

John Steinmetz received the largest award: 12,607 PSUs at target. According to the company, this award was part of his employment agreement following NBHC's acquisition of Vista Bancshares.

What performance metrics govern the NBHC PSUs granted March 17, 2026?

The PSUs vest based on cumulative adjusted EPS and relative return on tangible assets, modified by TSR. According to the company, performance runs from Jan 1, 2026 through Dec 31, 2028, with cliff vesting April 1, 2029.

When will the NBHC inducement PSUs vest and what is the vesting condition?

The inducement PSUs cliff vest on April 1, 2029 contingent on meeting performance goals. According to the company, continued service through the vesting date is also required for payout.

When were the NBHC inducement awards approved by the board committee?

The Compensation Committee approved the inducement awards on Feb 24, 2026. According to the company, the awards were subsequently granted on March 17, 2026 under the 2026 Inducement Plan.