National Bank Holdings (NYSE: NBHC) details Chris Randall’s new role

Rhea-AI Filing Summary

National Bank Holdings Corporation announced leadership and compensation changes tied to its recent acquisition of Vista Bancshares, Inc., which closed on January 7, 2026. The moves are described as strategic enhancements to support long-term growth and integration.

Effective February 13, 2026, former executive officer Chris Randall moved from his role as EVP, Head of Commercial, Specialty & Business Banking to a new position as EVP, SBA Delivery. In connection with this transition, he resigned from the boards of NBH Bank and Bank of Jackson Hole Trust.

Under a new Transition Agreement, Mr. Randall will receive a base salary of $250,000, be eligible for an annual cash incentive targeted at 30% of base salary, and, beginning in 2027, may receive an annual equity award of up to 50% of base salary, subject to Compensation Committee approval. He will also receive a one-time restricted stock grant with a grant date fair value of $25,000, also subject to approval, continues to participate in standard benefit programs, and mutually agreed with the Company to terminate his prior Change of Control Agreement.

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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): February 13, 2026

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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 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the recent acquisition of Vista Bancshares, Inc., which closed January 7, 2026, National Bank Holdings Corporation and its controlled subsidiaries (collectively, the “Company”) have implemented strategic organizational enhancements to further support the Company’s long-term growth and integration objectives.   As part of these changes, effective February 13, 2026, Chris Randall, EVP, Head of Commercial, Specialty & Business Banking (former executive officer and named executive officer), assumed a new leadership role as EVP, SBA Delivery.  In conjunction with this transition, Mr. Randall resigned from the boards of directors of NBH Bank and Bank of Jackson Hole Trust.  The Company and Mr. Randall entered into a Transition Agreement memorializing his transition, pursuant to which Mr. Randall: (i) will receive an annual base salary of $250,000; (ii) will be eligible for an annual cash incentive payment with a  target incentive of 30% of base salary pursuant to the terms of the Company’s incentive plan applicable to his new role; (iii) will receive, beginning in 2027, an annual equity award of up to 50% of his base salary, subject to approval by the Compensation Committee of the Board of Directors of the Company.  Additionally, he will receive a one-time equity award equal to such number of restricted common stock that equal in the aggregate a grant date fair value of $25,000, subject to approval by the Compensation Committee of the Board of Directors of the Company. Mr. Randall continues to be eligible to receive benefits in accordance with the terms of the Company’s benefit programs applicable to all other similarly situated associates.  The parties also mutually agreed to the termination of the Change of Control Agreement that was previously entered into between the Company and Mr. Randall.

The foregoing description of the Transition Agreement with Mr. Randall does not purport to be complete and is qualified in its entirety by reference to the full text of such Transition Agreement, which will be filed as an exhibit to a subsequent periodic report filed with the U.S. Securities and Exchange Commission.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

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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 and General Counsel

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Date: February 19, 2026

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FAQ

How is National Bank Holdings (NBHC) changing its leadership after the Vista Bancshares acquisition?

National Bank Holdings is shifting Chris Randall from EVP, Head of Commercial, Specialty & Business Banking to EVP, SBA Delivery. The change is part of strategic organizational enhancements supporting long-term growth and integration following the Vista Bancshares, Inc. acquisition that closed on January 7, 2026.

What new compensation terms did NBHC approve for Chris Randall in his EVP, SBA Delivery role?

Under a Transition Agreement, Chris Randall will receive a $250,000 base salary and be eligible for an annual cash incentive targeted at 30% of salary. Beginning in 2027, he may receive annual equity awards of up to 50% of salary, subject to Compensation Committee approval.

What one-time equity award will Chris Randall receive from National Bank Holdings (NBHC)?

Chris Randall will receive a one-time equity award in restricted common stock with a grant date fair value of $25,000. The exact number of shares will be based on that value and is subject to approval by the company’s Compensation Committee of the Board of Directors.

Did Chris Randall resign from any board positions at NBHC-related entities?

Yes. In conjunction with his new role as EVP, SBA Delivery, Chris Randall resigned from the boards of directors of NBH Bank and Bank of Jackson Hole Trust. These changes align with broader organizational updates following the Vista Bancshares, Inc. acquisition completed in January 2026.

What happened to Chris Randall’s Change of Control Agreement with National Bank Holdings?

National Bank Holdings and Chris Randall mutually agreed to terminate the previously existing Change of Control Agreement. This termination is part of the new Transition Agreement that sets his compensation, incentives, equity awards, and benefits in his EVP, SBA Delivery position at the company.

Does Chris Randall remain eligible for standard employee benefits at NBHC after his transition?

Yes. Chris Randall continues to be eligible for benefits under the company’s benefit programs that apply to similarly situated associates. His new Transition Agreement addresses salary, incentives, and equity awards while maintaining access to the broader benefit plans offered by National Bank Holdings Corporation.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 EX-101.SCH 2.7 KB
• EX-101 EX-101.LAB 15.5 KB
• EX-101 EX-101.PRE 10.0 KB