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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):
February 4, 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 7.01. | Regulation FD Disclosure |
National Bank Holdings Corporation (“NBHC”)
expects to make presentations to current and prospective investors on or after February 5, 2026. A copy of the investor presentation to be used
in connection with such presentations, either in whole or in part, is attached hereto as Exhibit 99.1 and incorporated herein by reference.
This Current Report on Form 8-K and the documents
included as exhibits hereto are for informational purposes only and shall not constitute, or form a part of, an offer to sell or the solicitation
of an offer to sell or the solicitation of an offer to buy any securities.
The information provided under Item 7.01 of this
Current Report on Form 8-K, including Exhibit 99.1, is being furnished and is not deemed to be “filed” with the U.S. Securities
and Exchange Commission (the “SEC”) for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing
of NBHC under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, whether made before or after
the date hereof, except as shall be expressly set forth by specific reference to this Current Report on Form 8-K in such a filing. NBHC
does not incorporate by reference to this Current Report on Form 8-K information presented at any website referenced in this report or
in the exhibit attached hereto.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
No. | |
Description |
| 99.1 | |
Investor presentation to provide to current and prospective investors on or after February 5, 2026 |
| 104 | |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
CAUTIONARY STATEMENT REGARDING 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. 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,” “anticipate,” “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. Forward-looking statements involve
certain important risks, uncertainties and other factors, any of which could cause actual results to differ materially from those in such
statements and, therefore, you are cautioned not to place undue reliance on such statements.
Factors that could cause actual results to differ
from those discussed in the forward-looking statements include, but are 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 Current Report on Form 8-K, 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.
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: February 4, 2026
| |
National Bank Holdings Corporation |
| |
|
|
| |
By: |
/s/ Angela N.
Petrucci |
| |
|
Name: |
Angela N. Petrucci |
| |
|
Title: |
Chief Administrative Officer and General Counsel |
