[8-K] NATIONAL BANK HOLDINGS CORP. Reports Material Event

Rhea-AI Filing Summary

Millennium Management LLC and affiliates filed a Schedule 13G disclosing a passive stake in AngioDynamics, Inc. (ANGO). As of 16 Jul 2025 the group beneficially owns between 2.12 M and 2.15 M common shares, equal to ~5.2-5.3 % of the outstanding stock. All voting and dispositive power is reported as shared; no sole authority exists.

The filing covers four reporting persons – Integrated Core Strategies (US) LLC, Millennium Management LLC, Millennium Group Management LLC and founder Israel A. Englander. Each entity is organized in Delaware (Englander is a U.S. citizen) and the shares are held through investment vehicles controlled by Millennium. The group certifies the position was acquired solely for investment purposes and not to influence control of the issuer.

Crossing the 5 % ownership threshold on 07/16/25 triggered the disclosure; a joint filing agreement dated 21 Jul 2025 is included. No purchase prices or additional transaction details are provided.

Positive

• Millennium Management & affiliates now own ~5.3 % of ANGO, adding a high-profile institutional investor that could bolster market confidence and liquidity.

Negative

• None.

Insights

Securities Analyst

TL;DR: Millennium’s 5.3 % passive stake signals institutional confidence but brings limited governance impact.

The 13G reveals Millennium and related vehicles holding ~2.15 M ANGO shares, giving the fund shared voting/dispositive power without activist intent (Form 13G vs. 13D). A respected multi-strategy hedge fund entering the top-holder list can improve liquidity and may be viewed positively by the market, yet ownership remains well below levels that could drive strategic change or board representation. From a valuation standpoint the disclosure is modestly supportive; risk profile and capital structure of AngioDynamics are unchanged.

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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): July 22, 2025

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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 2.02. Results of Operations and Financial Conditions. *

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On July 22, 2025, National Bank Holdings Corporation (“NBHC”) issued a press release announcing its financial results for the quarter ended June 30, 2025, which press release is furnished as Exhibit 99.1 hereto, except for such portions that are being “filed” as specified under Item 9.01 below, and is incorporated herein by reference.

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Item 7.01. Regulation FD Disclosure. *

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On July 22, 2025, NBHC issued, distributed, made available to investors, and posted on its website, the press release and accompanying financial tables reflecting its financial results for the quarter ended June 30, 2025, also furnished as Exhibit 99.1 hereto, except for such portions that are being “filed” as specified under Item 9.01 below, and incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits. *

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The information included in Exhibit 99.1 hereto, except for the quoted statements of Tim Laney set forth in the first and second full paragraphs thereof, shall be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, and therefore shall be deemed incorporated by reference into the filings of NBHC under the Securities Act of 1933, as amended. The quoted statements of Tim Laney set forth in the first and second full paragraphs of Exhibit 99.1 hereto are being “furnished” to the Securities and Exchange Commission as provided pursuant to General Instruction B.2 of Form 8-K.

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(d) Exhibits

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Exhibit No.		Description of Exhibit
99.1	​	Press release dated July 22, 2025
104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)

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*Except for such portions that are “filed” as specified under Item 9.01 of this report, the information contained in this report and the exhibits attached hereto, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any registration statement or other filings of the Registrant under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.

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SIGNATURES

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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: July 22, 2025

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FAQ

What percentage of AngioDynamics (ANGO) shares does Millennium now own?

The group reports beneficial ownership of approximately 5.2-5.3 % of outstanding common stock.

How many ANGO shares are reported in the Schedule 13G?

Millennium affiliates disclose ownership of about 2.12–2.15 million shares.

Is Millennium’s stake considered passive or activist?

The use of Schedule 13G certifies the stake is passive with no intent to influence control.

What is the event date that triggered the 13G filing?

The 5 % threshold was crossed on July 16, 2025.

Who signed the filing on behalf of the reporting entities?

Global General Counsel Gil Raviv signed for the Millennium entities; Israel A. Englander signed individually.