NATIONAL BANK HOLDINGS CORP. 8-K Filings

National Bank Holdings Corporation states that on July 27, 2026 it posted an updated investor presentation on its website under the 'Events & Presentations' section. The company expects to use this deck, in whole or in part, in meetings with investors, analysts and other interested parties.

The updated presentation is attached as Exhibit 99.1 to a current report furnished under Regulation FD and is not deemed 'filed' for purposes of Section 18 of the Exchange Act. NBHC also notes that information on referenced websites is not automatically incorporated by reference into its securities-law filings.

National Bank Holdings Corporation reported second quarter 2026 net income of $26.5 million, or $0.58 per diluted share, up from $20.8 million, or $0.46, in the first quarter. Adjusted net income was $35.3 million, or $0.78 per diluted share. Fully taxable equivalent net interest income was $111.5 million, with a net interest margin FTE of 3.94%, narrowing 12 basis points as asset yields eased. Non‑interest income rose 9.9% quarter‑over‑quarter to $19.8 million, while provision expense for credit losses was $1.5 million.

Loans increased $162.6 million, or 6.8% annualized, to $9.8 billion, supported by record quarterly loan fundings of $926.9 million. Average total deposits were $10.2 billion and the loan‑to‑deposit ratio reached 94.08%. Asset quality remained strong: non‑performing loans were 0.31% of total loans, non‑performing assets were 0.35% of total loans and OREO, annualized net charge‑offs were 0.27%, and the allowance for credit losses was 1.13% of loans.

Capital levels stayed high, with a Common Equity Tier 1 ratio of 12.29% and a Tier 1 leverage ratio of 10.30% at June 30, 2026. Tangible book value per share rose to $26.23, aided by earnings after dividends and $11.1 million of share repurchases in the quarter. For the first six months of 2026, net income was $47.3 million, or $1.04 per diluted share, while adjusted net income increased 16.6% year‑over‑year to $67.9 million and adjusted pre‑provision net revenue FTE grew 11.5% to $95.3 million.

National Bank Holdings Corporation shareholders approved all four proposals at the annual meeting, including an amended and restated 2023 Omnibus Incentive Plan. The plan now reserves and authorizes 2,525,000 shares of Class A common stock for equity awards and adds stricter share recycling limits.

All ten director nominees were elected with strong majorities, KPMG LLP was ratified as independent registered public accounting firm for the year ending December 31, 2026, and executive compensation received advisory approval by shareholders.

National Bank Holdings Corporation announced that its Board of Directors declared a quarterly cash dividend of $0.32 per share on its Class A common stock. The dividend will be paid on June 15, 2026 to shareholders of record as of May 29, 2026.

The company notes that all future dividends will be reviewed and approved at the Board’s discretion, considering factors such as financial position, results of operations, cash flows, capital needs, legal requirements, and other relevant considerations.

National Bank Holdings Corporation posted an updated investor presentation on its website and attached the deck as Exhibit 99.1 to a current report. The company plans to use this presentation in meetings with investors, analysts, and others. The materials are furnished under Regulation FD and are not treated as filed for liability purposes.

National Bank Holdings Corporation reported strong first quarter 2026 growth driven by its Vista acquisition and record lending. Net income was $20.8 million or $0.46 per diluted share, while adjusted net income rose to $32.6 million or $0.72 per diluted share.

Fully taxable equivalent net interest income increased to $111.0 million, with net interest margin expanding to 4.06%. Loans reached $9.6 billion, up 29.3%, including record quarterly loan fundings of $805.5 million. Credit quality remained solid, with non-performing loans at 0.31% of total loans and annualized net charge-offs at 0.34%.

The January 2026 acquisition of Vista Bancshares added $1.9 billion in loans and $2.2 billion in deposits and contributed to average deposits increasing to $10.1 billion. Capital ratios stayed well above regulatory “well capitalized” levels, and common book value per share increased to $37.25, despite higher acquisition and restructuring expenses.

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.

National Bank Holdings Corporation completed a public offering of $150 million aggregate principal amount of 5.875% Fixed-to-Floating Rate Subordinated Notes due 2036. The Notes were priced at 100% of principal, generating approximately $147.3 million in net proceeds, which the company intends to use for general corporate purposes.

The Notes bear a fixed rate of 5.875% per annum, payable semi-annually, from issuance to but excluding February 15, 2031, then a floating rate equal to a benchmark rate expected to be Three-Month Term SOFR plus 241 basis points, payable quarterly, until maturity or earlier redemption. The offering size was increased from $100.0 million to $150.0 million in response to strong demand, and the Notes are intended to qualify as Tier 2 capital for regulatory purposes.

National Bank Holdings Corporation filed a Form 8-K to share that it has posted an updated investor presentation on its website, which it expects to use in meetings with investors, analysts and others. The slide deck, attached as Exhibit 99.1, discusses strategy, business plans, capital allocation and a proposed acquisition of Vista Bancshares, Inc.

The company emphasizes that the investor presentation and related information are being furnished rather than filed with the SEC and are not automatically incorporated into other securities filings. The report also includes extensive forward-looking statement disclosures and directs Vista shareholders to review a previously filed Form S-4 registration statement and proxy statement/prospectus related to the proposed transaction.

National Bank Holdings Corporation completed its previously announced acquisition of Vista Bancshares, Inc. effective January 7, 2026. Vista merged into NBHC, and Vista Bank merged into NBH Bank, which continues as the surviving bank.

To support a Form S-3ASR registration statement, NBHC is providing Vista’s audited and interim financial statements and unaudited pro forma condensed combined financial statements showing how NBHC and Vista would look as a combined company for 2024 and the nine months ended September 30, 2025. The filing notes these financial statements and NBHC’s prior 10-K and 10-Q are not being updated for later events.

National Bank Holdings Corporation furnished an updated investor presentation that it plans to use in meetings with current and prospective investors on or after February 5, 2026. The presentation is attached as Exhibit 99.1 to this Form 8-K for informational purposes.

The company states that the materials, including Exhibit 99.1, are being furnished under Item 7.01 and are not deemed filed with the SEC or incorporated into other securities law filings unless specifically referenced. The report also includes a detailed cautionary statement about forward-looking statements, outlining numerous business, economic, credit, technology, regulatory and integration risks, including those related to the Vista Bank merger and digital and fintech initiatives.

National Bank Holdings Corporation reported its financial results for the quarter and year ended December 31, 2025, via a press release furnished with this report. The board declared a quarterly cash dividend of $0.32 per share on Class A common stock, payable on March 13, 2026 to shareholders of record on February 27, 2026. The board also authorized a new stock repurchase program allowing the company to buy back up to $100.0 million of its common stock in open‑market or privately negotiated transactions, with no set expiration date. This new authorization replaces the prior program under which the company repurchased $15.2 million of stock through January 27, 2026.

National Bank Holdings Corporation completed its previously announced acquisition of Vista Bancshares effective January 7, 2026. Vista merged into NBHC, and Vista Bank merged into NBH Bank, leaving NBH Bank as the surviving bank. Each Vista common share was converted into 3.1161 NBHC Class A common shares, $31.62 in cash, and cash in lieu of fractional shares, subject to an adjustment based on Vista’s tangible common equity. As part of this adjustment process, $9,500,000 in cash was placed into escrow.

Vista restricted stock, options, and warrants were converted to NBHC equity or cash based on a Merger Consideration Value of $151.68, with out-of-the-money awards cancelled. One Vista restricted award was partially vested into NBHC stock and partially converted into a new NBHC restricted award. NBHC enlarged its board to 10 directors and added former Vista director Kirk A. McLaughlin, granting him a restricted stock award with a grant date value of $38,491. Following closing, NBHC also granted 377,724 restricted shares to CEO G. Timothy Laney and 189,825 restricted shares to President Aldis Birkans, with one-third performance-based vesting tied to integration and cost-savings goals.

National Bank Holdings Corporation reported that it has received key regulatory approvals needed to complete its previously announced merger with Vista Bancshares, Inc. and the related merger of Vista Bank into NBH Bank. Approvals were granted by the Board of Governors of the Federal Reserve System and the State of Colorado Division of Banking.

Vista’s shareholders approved the transaction on December 19, 2025, and the parties now expect to close the mergers on January 7, 2026, subject to the satisfaction or waiver of remaining customary closing conditions described in their merger agreement dated September 15, 2025. The filing also includes extensive cautionary language about forward‑looking statements, highlighting operational, regulatory, integration, economic, technology, and credit risks that could cause actual outcomes to differ from current expectations.

National Bank Holdings Corporation furnished an updated investor presentation under Item 7.01 of Form 8‑K. The deck is attached as Exhibit 99.1 and is available on the company’s website under “Events & Presentations.” The information is being furnished, not filed, and is not incorporated by reference except as specifically stated.

The filing includes a forward‑looking statements notice referencing NBHC’s strategy and its proposed acquisition of Vista Bancshares, Inc. NBHC has filed a Form S‑4 to register the NBHC common stock to be issued to Vista shareholders, and the proxy statement/prospectus included in the S‑4 will be sent to Vista shareholders. The communication is not an offer or solicitation to buy or sell securities.

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.

National Bank Holdings Corporation furnished an 8-K announcing it issued a press release with financial results for the quarter ended September 30, 2025. The press release and financial tables are included as Exhibit 99.1 and were also posted to the company’s website. Per Item 9.01, the information in Exhibit 99.1—except for the first and second full paragraphs quoting Tim Laney—shall be deemed “filed,” while those quoted statements are “furnished.”

National Bank Holdings Corporation (NBHC) and Vista Bancshares, Inc. (Vista) entered into a merger agreement dated September 15, 2025, that sets detailed closing conditions, mutual covenants and termination mechanics for a planned combination. The agreement requires shareholder approval, NYSE authorization for NBHC shares issuable in the deal, effectiveness of a Form S-4 registration statement, and all requisite regulatory approvals including the Federal Reserve, Texas Department of Banking and Colorado Division of Banking. The parties agreed extensive interim covenants that restrict indebtedness, capital changes, dividends, equity awards, material dispositions, acquisitions, material contract amendments, significant hiring or terminations, loans outside ordinary course (with specific dollar limits), capital expenditures above $100,000 aggregate, and other actions without consent. The agreement includes customary representations, regulatory conditions, fiduciary exceptions, specified termination rights (including a termination date of September 15, 2026) and payment obligations tied to certain post-termination acquisition scenarios.

National Bank Holdings Corporation has disclosed that it and Vista Bancshares, Inc. have signed an Agreement and Plan of Merger under which Vista will merge with and into NBHC, with NBHC remaining as the surviving corporation. The companies announced the merger agreement in a joint press release and are also providing an investor presentation with supplemental information about the proposed transaction. NBHC plans to file a Registration Statement on Form S-4 with the SEC to register shares of NBHC common stock that will be issued to Vista shareholders, and that filing will include a proxy statement/prospectus. The report emphasizes that related materials are furnished, not filed, and includes extensive forward-looking statement and risk disclosures, highlighting regulatory approvals, integration challenges, potential dilution from share issuance, and other business and market risks.

National Bank Holdings Corporation filed a current report to make an investor presentation available to the market. The company plans to use these materials in meetings with investors and analysts and also post them on its website.

The slide deck is furnished as Exhibit 99.1 and is not deemed filed for liability purposes under federal securities laws. The materials and the report include forward-looking statements, and the company cautions that actual results may differ due to various risks and uncertainties.