[8-K] National Bank Holdings Corp Reports Material Event

Rhea-AI Filing Summary

National Bank Holdings Corporation declared a quarterly cash dividend of $0.31 per share. The dividend will be payable on December 15, 2025 to shareholders of record at the close of business on November 28, 2025.

The Board stated that all subsequent dividends remain subject to its review and approval, taking into account factors such as the company’s financial position, results of operations, cash flows, capital requirements, applicable law, and other relevant considerations.

Insights

Bank dividends analyst

Routine dividend declaration; signals ongoing capital return policy.

National Bank Holdings Corporation (NBHC) announced a regular quarterly dividend of $0.31 per share. This indicates continued willingness to return capital while maintaining regulatory and internal capital considerations.

The Board emphasized that future dividends are discretionary and depend on financial position, operations, cash flows, capital needs, and legal requirements. This language is standard for banks and provides flexibility.

Key near-term dates are the record date of November 28, 2025 and the payable date of December 15, 2025. Actual impact for holders depends on ownership as of the record date.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): October 29, 2025

NATIONAL BANK HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)

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Delaware	​	001-35654	​	27-0563799
(State or other jurisdiction of incorporation)	​	(Commission File Number)	​	(IRS Employer Identification No.)

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7800 East Orchard Road, Suite 300, Greenwood Village, Colorado 80111
(Address of principal executive offices) (Zip Code)

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303-892-8715
(Registrant’s telephone, including area code)

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Not Applicable
(Former name or former address, if changed since last report.)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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☐Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class:		Trading Symbol		Name of each exchange on which registered:
Class A Common Stock, Par Value $0.01	​	NBHC	​	NYSE

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Emerging growth company ☐

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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. ☐

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Item 8.01. Other Events.

On October 29, 2025, the Board of Directors of National Bank Holdings Corporation (the “Company”) declared a cash dividend to shareholders. The quarterly cash dividend of thirty-one cents ($0.31) per share on the Company’s common stock will be payable on December 15, 2025 to shareholders of record at the close of business on November 28, 2025. All subsequent dividends are subject to review and approval by the Company’s Board of Directors in its discretion. The decision of whether to pay any future dividends and the amount of any such dividends will be based on, among other things, the Company’s financial position, results of operations, cash flows, capital requirements, the requirements of applicable law and any other factors that the Board of Directors may deem relevant.

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The press release issued by the Company in connection with the dividend is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 8.01 by reference.

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Item 9.01. Financial Statements and Exhibits.

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(d) Exhibits ​ Exhibit No.	​	Description of Exhibit
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99.1	​	Press Release, dated October 29, 2025
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104	​	Cover Page Interactive Data File – The cover page XBRL tags are embedded within the inline XBRL document.

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SIGNATURE

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 hereunto duly authorized.

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​	​	National Bank Holdings Corporation
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​	By:	/s/ Angela N. Petrucci
​	​	Name:	Angela N. Petrucci
​	​	Title:	Chief Administrative Officer & General Counsel
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Date: October 29, 2025	​	​

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