National Bk Hldgs Corp SEC Filings

National Bank Holdings CorpBirkans Aldis, received an award of 189,825 shares of common stock on January 7, 2026. This was a grant of restricted stock at a reported price of $0.00 per share, reflecting equity compensation rather than an open-market purchase. Following this grant, Aldis beneficially owns 246,423 common shares, including 206,207 shares of unvested restricted stock. The award consists of up to 63,275 performance-based restricted shares that may vest on December 15, 2026, and 126,550 time-based restricted shares scheduled to vest in equal installments on specified dates from March 15, 2027 through December 15, 2028, subject to continued employment.

National Bank Holdings Corp director Kirk McLaughlin reported multiple stock acquisitions. On January 7, 2026, he received 3,530 shares of common stock acquired under a merger in which Vista Bancshares merged into National Bank Holdings. Each share of Vista common stock was converted into the right to receive 3.1161 shares of National Bank Holdings class A common stock plus $31.62 in cash per Vista share, plus cash in lieu of fractional shares.

On the same date, he was granted an additional 978 shares of restricted common stock under the National Bank Holdings Corporation 2023 Omnibus Incentive Plan, which will vest the day before the company’s 2026 annual meeting of shareholders. Indirectly, entities associated with him acquired 377,982 shares through the Gene Mc Laughlin Estate Trust, 205,204 shares through Kirk McLaughlin Enterprises LTD, and 14,645 shares pursuant to a power of attorney held by Ramona McLaughlin. The restricted stock grant was in consideration for services rather than cash.

National Bank Holdings Corp executive John Steinmetz, Executive Managing Director of Strategic Initiatives, reported multiple share transactions dated January 7, 2026 tied to the company’s merger with Vista Bancshares, Inc.

He reported an acquisition of 442,132 shares of National Bank Holdings common stock and a restricted stock award covering 95,396 restricted shares, both received under the Vista merger agreement. In connection with vesting of 95,392 restricted shares, 37,668 shares were withheld at $39.33 per share to cover taxes. An additional 228,668 shares were reported as indirectly owned through JDS Plus Family Limited Partnership. The restricted stock award is scheduled to vest in equal quarterly installments over three years, subject to Steinmetz’s continued employment.

National Bank Holdings Corp. filed an initial insider ownership report for executive John Steinmetz, who serves as Exec Mng Dir of Strategic Init. This Form 3 shows that, as of the event date of 01/07/2026, Steinmetz reported no securities beneficially owned in the company. Both the non-derivative and derivative securities tables are empty, and the explanation of responses explicitly states that no securities are beneficially owned. The filing is signed by an attorney-in-fact on the reporting person’s behalf.

National Bank Holdings Corp. director Kirk McLaughlin filed an initial ownership report stating that he currently has no securities beneficially owned in the company. This Form 3 filing confirms his status as a director while disclosing that he does not hold any direct or indirect equity or derivative positions in National Bank Holdings Corp. at this time.

National Bank Holdings Corporation is registering 95,396 shares of its Class A common stock under the Vista Bank Equity Incentive Plan. These shares may be issued upon the vesting or settlement of a restricted stock award assumed from Vista Bancshares, Inc. and now held by executive John D. Steinmetz under an NBHC award. The award was adjusted based on the merger exchange ratio and will vest in equal quarterly installments over three years following the closing of the Vista merger, conditioned on Mr. Steinmetz’s continued employment with NBHC or its affiliates.

National Bank Holdings Corporation completed its previously announced acquisition of Vista Bancshares effective January 7, 2026. Vista merged into NBHC, and Vista Bank merged into NBH Bank, leaving NBH Bank as the surviving bank. Each Vista common share was converted into 3.1161 NBHC Class A common shares, $31.62 in cash, and cash in lieu of fractional shares, subject to an adjustment based on Vista’s tangible common equity. As part of this adjustment process, $9,500,000 in cash was placed into escrow.

Vista restricted stock, options, and warrants were converted to NBHC equity or cash based on a Merger Consideration Value of $151.68, with out-of-the-money awards cancelled. One Vista restricted award was partially vested into NBHC stock and partially converted into a new NBHC restricted award. NBHC enlarged its board to 10 directors and added former Vista director Kirk A. McLaughlin, granting him a restricted stock award with a grant date value of $38,491. Following closing, NBHC also granted 377,724 restricted shares to CEO G. Timothy Laney and 189,825 restricted shares to President Aldis Birkans, with one-third performance-based vesting tied to integration and cost-savings goals.

National Bank Holdings Corporation reported that it has received key regulatory approvals needed to complete its previously announced merger with Vista Bancshares, Inc. and the related merger of Vista Bank into NBH Bank. Approvals were granted by the Board of Governors of the Federal Reserve System and the State of Colorado Division of Banking.

Vista’s shareholders approved the transaction on December 19, 2025, and the parties now expect to close the mergers on January 7, 2026, subject to the satisfaction or waiver of remaining customary closing conditions described in their merger agreement dated September 15, 2025. The filing also includes extensive cautionary language about forward‑looking statements, highlighting operational, regulatory, integration, economic, technology, and credit risks that could cause actual outcomes to differ from current expectations.

T. Rowe Price Investment Management, Inc. filed an amended Schedule 13G/A disclosing beneficial ownership of 1,286,405 shares of National Bank Holdings (NBHC) common stock, representing 3.4% of the class as of 09/30/2025.

The filer reports sole voting power over 1,277,041 shares and sole dispositive power over 1,286,405 shares, with no shared voting or dispositive power. The filing indicates ownership of 5 percent or less of the class and includes a certification that the securities were acquired and are held in the ordinary course of business and not to change or influence control.