NBHC director granted 3,153 restricted shares

National Bank Holdings Corp director Kirk McLaughlin reported routine equity compensation and related tax withholding.

Rhea-AI Filing Summary

National Bank Holdings Corp director Kirk McLaughlin reported routine equity compensation and related tax withholding. On May 7, 2026, he received a grant of 3,153 shares of restricted common stock, issued as compensation with no cash paid. A footnote states these shares vest in two equal installments, on the 180th day after grant and the day before the 2027 annual meeting, if service continues. On May 6, 2026, 312 shares were withheld at $42.96 per share to cover tax liability upon vesting of an earlier restricted stock award, a non-market disposition.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider McLaughlin Kirk

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3,153	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	312	$42.96	$13K

Holdings After Transaction: Common Stock — 7,349 shares (Direct)

Footnotes (3)

1. F1. Represents shares withheld for payment of tax liability upon vesting of the restricted stock award granted to the reporting person on 01/07/2026.
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 Tax withholding shares: 312 shares Tax withholding price: $42.96 per share +3 more

6 metrics

Restricted stock grant 3,153 shares Common Stock awarded on May 7, 2026

Tax withholding shares 312 shares Withheld on May 6, 2026 for tax liability

Tax withholding price $42.96 per share Value used for 312 shares withheld

Shares after grant 7,349 shares Total common shares following May 7, 2026 grant

Shares after withholding 4,196 shares Total common shares following May 6, 2026 withholding

Unvested restricted shares 3,153 shares Unvested under 2023 Omnibus Incentive Plan

Key Terms

restricted stock, tax liability, 2023 Omnibus Incentive Plan, unvested shares

4 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"

unvested shares financial

"Total includes 3,153 unvested shares of restricted stock awarded"

FAQ

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

What did NBHC director Kirk McLaughlin report in this Form 4?

Kirk McLaughlin reported a grant of 3,153 shares of restricted National Bank Holdings Corp common stock as compensation, plus 312 shares withheld to cover tax liability from a prior award. These transactions change how his equity compensation is structured, not open-market ownership decisions.

How many NBHC shares were granted to Kirk McLaughlin and on what terms?

He received a grant of 3,153 shares of restricted common stock. According to the filing, these shares were granted for services and will vest in two equal installments, tied to the 180th day after grant and the day before the 2027 annual shareholder meeting.

Were any of Kirk McLaughlin’s NBHC transactions open-market buys or sells?

No open-market purchases or sales were reported. The Form 4 shows a restricted stock grant and a tax-withholding disposition, where 312 shares were withheld by the issuer to pay tax liability upon vesting of an earlier restricted stock award.

Why were 312 NBHC shares disposed of at $42.96 per share?

The 312 shares were withheld at $42.96 per share to satisfy tax liabilities when a previously granted restricted stock award vested. This is a common administrative mechanism and is not an open-market sale or discretionary trading decision by the director.

What vesting schedule applies to Kirk McLaughlin’s new NBHC restricted stock?

The 3,153 restricted shares will vest in two equal installments, according to the filing. Vesting occurs on the 180th day following the grant date and the day before National Bank Holdings Corp’s 2027 annual meeting, subject to his continued service.

Under which plan was Kirk McLaughlin’s NBHC restricted stock granted?

The shares were granted under the National Bank Holdings Corporation 2023 Omnibus Incentive Plan, as amended and restated on May 7, 2026. This plan governs equity awards such as restricted stock for eligible participants, including directors.

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

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Accepted by SEC EDGAR 05/08/2026 - 04:53 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^*

McLaughlin Kirk

(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		312(1)	D	$42.96	4,196	D
Common Stock	05/07/2026		A		3,153	A	$0(2)	7,349(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 restricted stock award granted to the reporting person on 01/07/2026.

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)