What is NBHC’s share repurchase authorization?

The board approved an additional authorization of up to $40.1 million; combined with $59.9 million remaining under the existing authorization, aggregate repurchase authority is $100.0 million.

National Bank Holdings expects ~$32M–$34M earnings hit

Q: What impairment-related earnings impact does NBHC expect for September 30, 2026?

The impairments are expected to reduce after-tax earnings by approximately $32.0 million to $34.0 million, or $0.72 to $0.76 per diluted share, for the three and nine months ended September 30, 2026.

The repurchase authorization has no expiration date and may be modified, suspended, or terminated at any time.

Filing Impact

(High)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

NBHC expects material impairments on specifically identified commercial loans, primarily in the franchise and healthcare industries, following third-quarter credit events. The relationships have an aggregate outstanding principal balance of $65.0 million and are expected to be reserved or charged down to an estimated aggregate balance of $18.2 million. NBH Bank expects to incur an estimated $46.8 million of charge-offs and $38.0 million to $40.0 million of provision expense for the three months ended September 30, 2026.

National Bank Holdings Corporation also expects a $4.0 million impairment on a FinTech partnership investment, reducing non-interest income. The described impairments are expected to reduce after-tax earnings by approximately $32.0 million to $34.0 million, or $0.72 to $0.76 per diluted share, for the three and nine months ended September 30, 2026. The board approved up to $40.1 million of additional Class A common stock repurchase authority, bringing aggregate authority to $100.0 million.

0 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance works How Sentiment works

0 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

None.

Negative

Moderate point. Forward-looking: it has not happened yet and may not happen.$32.0 million to $34.0 million expected after-tax earnings reduction from the described impairments for the three and nine months ended September 30, 2026. 1.8% of market cap

Filing Explained

Management is still assessing the remaining collateral on the identified loans and says it will charge them down to the estimated collateral value; the disclosed loan impairment therefore remains tied to that assessment.

8-K Event Classification

2 items: 2.06, 8.01

2 items

Item 2.06 Material Impairments Financial

The company concluded that a material charge for impairment of assets (goodwill, intangibles, etc.) is required.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Aggregate outstanding principal balance: $65.0 million Estimated aggregate balance after reserves or charge-downs: $18.2 million Estimated charge-offs: $46.8 million +5 more

8 metrics

Aggregate outstanding principal balance $65.0 million Commercial loan relationships tied to the expected impairments

Estimated aggregate balance after reserves or charge-downs $18.2 million Commercial loan relationships tied to the expected impairments

Estimated charge-offs $46.8 million Expected for the quarter ended September 30, 2026

Provision expense $38.0 million to $40.0 million Expected for the three months ended September 30, 2026

FinTech partnership investment impairment $4.0 million Expected impairment charge classified within non-marketable securities

After-tax earnings reduction Approximately $32.0 million to $34.0 million Expected for the three and nine months ended September 30, 2026

Diluted share impact $0.72 to $0.76 per diluted share Expected impact for the three and nine months ended September 30, 2026

Aggregate repurchase authority $100.0 million After approval of the additional authorization

Key Terms

specific reserves, charge-offs, provision expense, non-marketable securities, +1 more

5 terms

specific reserves financial

"write downs and specific reserves on these loans"

Specific reserves are money a company, especially a bank or lender, sets aside to cover losses on particular loans or assets that are known or highly likely to lose value. Think of it as putting aside funds for a specific broken item you plan to replace rather than a general rainy-day fund. For investors, these reserves reduce reported profits and capital available for other uses, and they signal how much risk management expects from identified problems.

charge-offs financial

"estimated $46.8 million of charge-offs"

Charge-offs occur when a lender decides a loan or debt is unlikely to be repaid and removes it from its active assets, treating the amount as a loss on its books while the borrower may still legally owe the money. For investors, rising charge-offs are like seeing more bad checks in a household budget: they signal worsening credit quality, reduce a lender’s profits and capital cushions, and can foreshadow tighter lending and higher loan-loss provisions.

provision expense financial

"provision expense in the range of $38.0 million to $40.0 million"

non-marketable securities financial

"classified within non-marketable securities"

Non-marketable securities are ownership stakes or debt instruments that cannot be freely bought or sold on public exchanges; they often carry legal, contractual, or administrative limits on transfer. For investors this matters because such holdings are illiquid and harder to value or use as collateral—think of them like a store-specific gift card: you have real value, but you can’t easily convert it to cash or trade it on the open market.

Rule 10b5-1 plans financial

"through Rule 10b5-1 plans"

A Rule 10b5-1 plan is a prearranged schedule that lets company insiders buy or sell stock at set times or prices, set up when they do not possess confidential information. It acts like an automatic thermostat for trades, reducing the risk that otherwise-timed transactions could be accused of insider trading. Investors care because such plans increase transparency about insider activity and signal when insider trades are routine rather than reactive to private news.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How may NBHC make repurchases under the authorization?

Repurchases may be made from time to time in open market transactions, privately negotiated transactions, through Rule 10b5-1 plans, or by other means in accordance with applicable securities laws.

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

Understanding 8-K Material Events →

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Available on EDGAR 10/01/2026 - 04:42 PM Accepted by SEC EDGAR 10/01/2026 - 04:41 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): September 28, 2026

NATIONAL BANK HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)


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

7800 East Orchard Road, Suite 300, Greenwood Village, Colorado 80111

(Address of principal executive offices) (Zip Code)

303-892-8715

(Registrant’s telephone, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

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):

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

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

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

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

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


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

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).

Emerging growth company ☐

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. ☐

Item 2.06.Material Impairments

On September 28, 2026, the Board of Directors and management of National Bank Holdings Corporation (the “Company”) concluded that NBH Bank (the “Bank”), a wholly owned subsidiary of the Company, expects to incur material impairments on specifically identified commercial loans, primarily within the franchise and healthcare industries, related to certain credit events impacting the third quarter. Management is assessing the remaining collateral and will charge down the loans to the estimated value of the remaining collateral. The relationships have an aggregate outstanding principal balance of $65.0 million and will be reserved or charged down to an estimated aggregate balance of $18.2 million. As a result of the write downs and specific reserves on these loans during the quarter, the Bank expects to incur an estimated $46.8 million of charge-offs, resulting in provision expense in the range of $38.0 million to $40.0 million for the three months ended September 30, 2026.

In addition to the loan impairments, the Company expects to recognize a $4.0 million impairment charge related to one of its FinTech partnership investments, which is classified within non-marketable securities in the Company’s Consolidated Statements of Financial Condition. The impairment charge will reduce the Company’s non-interest income for the quarter.

The impairments described above are expected to reduce the Company’s after-tax earnings by approximately $32.0 million to $34.0 million, or $0.72 to $0.76 per diluted share, for the three and nine months ended September 30, 2026.

Item 8.01.Other Events

On September 30, 2026, the Board of Directors of the Company approved an additional authorization to repurchase up to $40.1 million of the Company's Class A common stock. This authorization is in addition to $59.9 million remaining under the Company's existing share repurchase authorization. Following approval of the additional authorization, the Company will have aggregate repurchase authority of $100.0 million. Repurchases may be made from time to time in open market transactions, in privately negotiated transactions, through Rule 10b5-1 plans, or by other means in accordance with applicable securities laws. The authorization has no expiration date and may be modified, suspended, or terminated at any time.

As of the close of business on September 30, 2026 the Company had 44,285,618 shares of Class A Common Stock outstanding, excluding 813,990 shares of restricted Class A common stock issued but not yet vested.

Forward Looking Statements

This current report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements contain words such as “anticipate,” “believe,” “can,” “would,” “should,” “could,” “may,” “predict,” “seek,” “potential,” “will,” “estimate,” “target,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “intend” or similar expressions that relate to the Company’s strategy, plans or intentions. Forward-looking statements involve certain important known and unknown risks, uncertainties and other factors, any of which could cause actual results to differ materially from those in such statements. Such factors include, without limitation, changes in one or more borrowers’ ability to repay amounts due under loans, the unpredictability of litigation with respect to such loans, which litigation may further affect certain impairment calculations, and the realizable value (and the extent of expenses to realize such value) of related collateral, including the risk that the value of such collateral will decrease, the “Risk Factors” referenced in our most recent Form 10-K filed with the Securities and Exchange Commission (SEC), and other risks and uncertainties listed from time to time in our reports and documents filed with the SEC. The Company can give no assurance that any goal or plan or expectation set forth in forward-looking statements can be achieved and readers are cautioned not to place undue reliance on such statements. The forward-looking statements are made as of the date of this report and are expressly qualified in their entirety by the cautionary statements set forth herein and in the reports with the SEC identified above, which you should read in their entirety before making any investment or other decision with respect to the Company’s securities. The Company does not intend, and assumes 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.

-2-

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.

Date: October 1, 2026

National Bank Holdings Corporation

By:		/s/ Angela N. Petrucci
		Name: Angela N. Petrucci
		Title: Chief Administrative Officer and General Counsel

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Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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