NBHC director granted 3,153 restricted shares

National Bank Holdings Corp director Maria F. Spring reported routine equity compensation and related tax withholding.

Rhea-AI Filing Summary

National Bank Holdings Corp director Maria F. Spring reported routine equity compensation and related tax withholding. On May 7, 2026, she received a grant of 3,153 shares of restricted common stock, awarded as compensation with no cash consideration. These unvested shares were granted under the National Bank Holdings Corporation 2023 Omnibus Incentive Plan, as amended and restated May 7, 2026, and will vest in two equal installments, one on the 180th day after grant and one the day before the 2027 Annual Meeting of Shareholders, subject to continued service. On May 6, 2026, 696 shares of common stock were withheld at $42.96 per share to cover tax liability upon vesting of a prior restricted stock award. After these transactions, she directly holds 38,120 shares of common stock, including the 3,153 unvested restricted shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Spring Maria F

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3,153	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	696	$42.96	$30K

Holdings After Transaction: Common Stock — 38,120 shares (Direct)

Footnotes (3)

1. F1. Represents shares withheld for payment of tax liability upon vesting of the remainder of the restricted stock award granted to the reporting person on 04/30/2025.
2. F2. This transaction represents a grant of restricted stock by the Issuer. Therefore, no consideration other than the value of services rendered was paid.
3. F3. Total includes 3,153 unvested shares of restricted stock awarded under the National Bank Holdings Corporation 2023 Omnibus Incentive Plan, as amended and restated May 7, 2026, that will vest in two equal installments on (i) the 180th day following the date of grant and (ii) the day before the registrant's 2027 Annual Meeting of Shareholders, subject to continued service through the date of vesting.

Key Figures

Restricted stock grant: 3,153 shares Shares withheld for taxes: 696 shares Tax withholding price: $42.96 per share +3 more

6 metrics

Restricted stock grant 3,153 shares Restricted common stock granted on May 7, 2026

Shares withheld for taxes 696 shares Withheld at $42.96 per share on May 6, 2026

Tax withholding price $42.96 per share Value used for tax liability shares on May 6, 2026

Holdings after tax withholding 34,967 shares Direct common stock holdings after May 6, 2026 transaction

Holdings after grant 38,120 shares Direct common stock holdings after May 7, 2026 grant

Unvested restricted shares included 3,153 shares Unvested shares under 2023 Omnibus Incentive Plan as of grant

Key Terms

restricted stock, tax liability, 2023 Omnibus Incentive Plan

3 terms

restricted stock financial

"This transaction represents a grant of restricted stock by the Issuer."

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

tax liability financial

"Represents shares withheld for payment of tax liability upon vesting"

2023 Omnibus Incentive Plan financial

"awarded under the National Bank Holdings Corporation 2023 Omnibus Incentive Plan, as amended and restated May 7, 2026"

FAQ

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

What insider transactions did NBHC director Maria F. Spring report?

Maria F. Spring reported a grant of 3,153 restricted common shares and withholding of 696 shares for taxes. The grant was equity compensation with no cash paid, while the withheld shares covered tax obligations from a prior restricted stock vesting event.

How many NBHC shares does Maria F. Spring hold after these Form 4 transactions?

After the reported transactions, Maria F. Spring directly holds 38,120 NBHC common shares. This total includes 3,153 unvested restricted shares granted on May 7, 2026, which will vest in two installments subject to her continued service with National Bank Holdings Corp.

Was the 3,153-share NBHC grant to Maria F. Spring a purchase or compensation?

The 3,153-share grant was equity compensation, not a market purchase. It is a restricted stock award from National Bank Holdings Corp, provided in exchange for services, with no cash consideration paid by Spring according to the Form 4 footnote disclosure.

Why were 696 NBHC shares withheld from Maria F. Spring on May 6, 2026?

The 696 NBHC shares were withheld to satisfy tax liability when a prior restricted stock award vested. Instead of selling shares in the market, a portion of vested shares was retained by the issuer at $42.96 per share to cover the associated tax obligation.

What are the vesting terms of Maria F. Spring’s new NBHC restricted stock award?

The 3,153 restricted shares vest in two equal installments. Half will vest on the 180th day following the May 7, 2026 grant date, and the remainder will vest the day before National Bank Holdings Corp’s 2027 Annual Meeting, contingent on continued service.

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

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Accepted by SEC EDGAR 05/08/2026 - 04:22 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Spring Maria F

(Last) (First) (Middle)

7800 EAST ORCHARD ROAD

SUITE 300

(Street)

GREENWOOD VILLAGE COLORADO 80111

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
National Bank Holdings Corp [ NBHC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/06/2026		F		696(1)	D	$42.96	34,967	D
Common Stock	05/07/2026		A		3,153	A	$0(2)	38,120(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares withheld for payment of tax liability upon vesting of the remainder of the restricted stock award granted to the reporting person on 04/30/2025.

2. This transaction represents a grant of restricted stock by the Issuer. Therefore, no consideration other than the value of services rendered was paid.

3. Total includes 3,153 unvested shares of restricted stock awarded under the National Bank Holdings Corporation 2023 Omnibus Incentive Plan, as amended and restated May 7, 2026, that will vest in two equal installments on (i) the 180th day following the date of grant and (ii) the day before the registrant's 2027 Annual Meeting of Shareholders, subject to continued service through the date of vesting.

	/s/ Amy Abrams, Attorney-in-Fact	05/08/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)