National Bank Holdings (NBHC) director details merger stock and new grants

Rhea-AI Filing Summary

National Bank Holdings Corp director Kirk McLaughlin reported multiple stock acquisitions. On January 7, 2026, he received 3,530 shares of common stock acquired under a merger in which Vista Bancshares merged into National Bank Holdings. Each share of Vista common stock was converted into the right to receive 3.1161 shares of National Bank Holdings class A common stock plus $31.62 in cash per Vista share, plus cash in lieu of fractional shares.

On the same date, he was granted an additional 978 shares of restricted common stock under the National Bank Holdings Corporation 2023 Omnibus Incentive Plan, which will vest the day before the company’s 2026 annual meeting of shareholders. Indirectly, entities associated with him acquired 377,982 shares through the Gene Mc Laughlin Estate Trust, 205,204 shares through Kirk McLaughlin Enterprises LTD, and 14,645 shares pursuant to a power of attorney held by Ramona McLaughlin. The restricted stock grant was in consideration for services rather than cash.

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

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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 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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2026

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	01/07/2026		A		3,530	A	(1)	3,530	D
Common Stock	01/07/2026		A		978(2)	A	(3)	4,508(4)	D
Common Stock	01/07/2026		A		377,982	A	(1)	377,982	I	Gene Mc Laughlin Estate Trust
Common Stock	01/07/2026		A		205,204	A	(1)	583,186	I	Kirk McLaughlin Enterprises LTD
Common Stock	01/07/2026		A		14,645	A	(1)	597,831	I	Pursuant to POA by Ramona McLaughlin

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. Acquired pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement") dated as of September 15, 2025, by and between Issuer, Vista Bancshares, Inc., a Texas corporation ("Vista"), and Bryan Wick, solely in his capacity as the shareholders' representative. Pursuant to the Merger Agreement, at the effective time of the merger, Vista merged with and into Issuer with Issuer surviving the merger, and each share of common stock, par value $1.00 per share, of Vista ("Vista Common Stock") outstanding immediately prior to the effective time of the merger, other than certain excluded shares, was converted into the right to receive 3.1161 shares of class A common stock, par value $0.01, of Issuer ("Issuer Common Stock") per share of Vista Common Stock surrendered, $31.62 in cash for each share of Vista Common Stock surrendered and cash in lieu of fractional shares, if any.

2. These shares represent an award of restricted common stock of Issuer awarded under the National Bank Holdings Corporation 2023 Omnibus Incentive Plan that will vest on the day before the Issuer's 2026 Annual Meeting of Shareholders.

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

4. Includes 978 shares of restricted common stock.

	/s/ Amy Abrams, Attorney-in-Fact	01/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did NBHC director Kirk McLaughlin report on this Form 4?

Director Kirk McLaughlin reported the acquisition of multiple blocks of National Bank Holdings Corp common stock on January 7, 2026, including shares received in a merger and a grant of restricted stock, as well as additional shares held through related entities.

How many NBHC shares did Kirk McLaughlin receive directly in the Vista Bancshares merger?

He reported directly acquiring 3,530 shares of National Bank Holdings Corp common stock, described as acquired pursuant to the merger of Vista Bancshares into National Bank Holdings.

What are the terms of the NBHC restricted stock granted to Kirk McLaughlin?

He received an award of 978 shares of restricted common stock under the National Bank Holdings Corporation 2023 Omnibus Incentive Plan. These shares will vest on the day before the company’s 2026 Annual Meeting of Shareholders, and the grant was made in consideration for services rendered, not for cash.

What was the consideration for Vista Bancshares shareholders in the merger with National Bank Holdings Corp (NBHC)?

Each share of Vista Bancshares common stock outstanding immediately before the merger’s effective time was converted into the right to receive 3.1161 shares of National Bank Holdings class A common stock, $31.62 in cash per Vista share, and cash in lieu of any fractional NBHC shares.

What indirect NBHC shareholdings associated with Kirk McLaughlin are disclosed in this Form 4?

The filing shows indirect ownership of 377,982 shares of National Bank Holdings common stock through the Gene Mc Laughlin Estate Trust, 205,204 shares through Kirk McLaughlin Enterprises LTD, and 14,645 shares held pursuant to a power of attorney by Ramona McLaughlin.

Did Kirk McLaughlin pay cash for the NBHC restricted stock reported on this Form 4?

No cash payment is described for the restricted stock. The footnotes state that the restricted stock grant was made by National Bank Holdings and that no consideration other than the value of services rendered was paid.