NBHC CEO granted shares; some withheld for taxes

National Bank Holdings Corp reported that CEO Timothy G. Laney acquired 9,075 shares of common stock on settlement of a performance stock unit award originally granted on April 1, 2023.

Accepted by SEC EDGAR 03/03/2026 - 05:55 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

National Bank Holdings Corp reported that CEO Timothy G. Laney acquired 9,075 shares of common stock on settlement of a performance stock unit award originally granted on April 1, 2023. In a related move, 2,651 shares at $39.99 per share were withheld to cover taxes on this award. Following these transactions, Laney directly owned 662,138 shares of National Bank Holdings common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider LANEY G. TIMOTHY

Role CHIEF EXECUTIVE OFFICER

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	9,075	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	2,651	$39.99	$106K

Holdings After Transaction: Common Stock — 662,138 shares (Direct)

Holdings Before and After: Common Stock, 655,714 to 662,138 shares (Direct)

Footnotes (3)

1. F1. Shares of common stock acquired upon settlement of a performance stock unit award granted to the reporting person on April 1, 2023.
2. F2. Includes 268 shares acquired under the National Bank Holdings Corporation Employee Stock Purchase Plan on February 27, 2026.
3. F3. The reported transaction involved the withholding of shares to pay taxes associated with the settlement of the above-referenced performance stock unit award.

FAQ

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

What insider transactions did NBHC CEO Timothy Laney report on this Form 4?

Timothy Laney reported receiving a grant of 9,075 National Bank Holdings common shares from settlement of a performance stock unit award, with 2,651 shares withheld to pay taxes. After these transactions, he directly owned 662,138 NBHC common shares.

Was the NBHC CEO’s Form 4 transaction an open-market stock purchase or sale?

The Form 4 shows no open-market trade. The CEO received 9,075 shares from a performance stock unit settlement, and 2,651 shares were withheld at $39.99 per share to satisfy tax obligations related to that award, rather than being sold in the market.

How many NBHC shares does CEO Timothy Laney own after the reported Form 4?

After the reported award settlement and tax withholding, CEO Timothy Laney directly owns 662,138 shares of National Bank Holdings common stock. This figure reflects his direct holdings immediately following the March 1, 2026 transactions disclosed on the Form 4.

What is the nature of the 9,075 NBHC shares reported as acquired by the CEO?

The 9,075 National Bank Holdings shares represent common stock acquired upon settlement of a performance stock unit award granted to Timothy Laney on April 1, 2023. These shares were issued at no cash cost to him as part of his equity compensation.

Why were 2,651 NBHC shares disposed of in the CEO’s Form 4 filing?

The 2,651 National Bank Holdings shares were withheld to pay taxes tied to settlement of the CEO’s performance stock unit award. This tax-withholding disposition, reported at $39.99 per share, satisfied associated tax liabilities rather than reflecting a discretionary market sale.

Does the NBHC CEO’s holding include shares from the employee stock purchase plan?

Yes. A footnote states that the reported holdings include 268 shares acquired under the National Bank Holdings Corporation Employee Stock Purchase Plan on February 27, 2026. These shares are part of Timothy Laney’s directly owned common stock position after the reported transactions.

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

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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^*

LANEY G. TIMOTHY

(Last) (First) (Middle)

7800 EAST ORCHARD ROAD

SUITE 300

(Street)

GREENWOOD VILLAGE CO 80111

(City) (State) (Zip)

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
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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

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

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

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	03/01/2026		A		9,075(1)	A	$0	664,789(2)	D
Common Stock	03/01/2026		F		2,651(3)	D	$39.99	662,138	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. Shares of common stock acquired upon settlement of a performance stock unit award granted to the reporting person on April 1, 2023.

2. Includes 268 shares acquired under the National Bank Holdings Corporation Employee Stock Purchase Plan on February 27, 2026.

3. The reported transaction involved the withholding of shares to pay taxes associated with the settlement of the above-referenced performance stock unit award.

	/s/ G. Timothy Laney	03/03/2026
	** 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.
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