NBHC director awarded 3,153 restricted shares

National Bank Holdings Corp director Robert E. Dean received a grant of 3,153 shares of restricted common stock on May 7, 2026.

Rhea-AI Filing Summary

National Bank Holdings Corp director Robert E. Dean received a grant of 3,153 shares of restricted common stock on May 7, 2026. The grant was awarded as compensation, with no cash paid other than the value of services rendered.

On May 6, 2026, 613 shares of common stock were withheld at $42.96 per share to cover tax liability upon vesting of a prior restricted stock award granted on April 30, 2025. After these transactions, Dean holds 35,538 shares directly, including 3,153 unvested restricted shares that will vest in two equal installments subject to continued service.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Dean Robert E

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3,153	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	613	$42.96	$26K

Holdings After Transaction: Common Stock — 35,538 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 Tax withholding shares: 613 shares Tax withholding price: $42.96 per share +2 more

5 metrics

Restricted stock grant 3,153 shares Grant of restricted common stock on May 7, 2026

Tax withholding shares 613 shares Shares withheld on May 6, 2026 to cover tax liability

Tax withholding price $42.96 per share Price used for 613 shares withheld for taxes

Total shares held 35,538 shares Director’s direct holdings following the reported transactions

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

Key Terms

restricted stock, tax liability, Omnibus Incentive Plan, vesting

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"

Omnibus Incentive Plan financial

"awarded under the National Bank Holdings Corporation 2023 Omnibus Incentive Plan"

An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.

vesting financial

"that will vest in two equal installments on (i) the 180th day"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

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

What did NBHC director Robert E. Dean report in this Form 4?

Robert E. Dean reported receiving a grant of 3,153 restricted shares of National Bank Holdings Corp common stock and a separate withholding of 613 shares to satisfy tax obligations on a prior restricted stock award that had vested in part.

How many National Bank Holdings (NBHC) shares were granted to the director?

The director received a grant of 3,153 shares of restricted National Bank Holdings Corp common stock. These shares were issued as compensation under the company’s 2023 Omnibus Incentive Plan and will vest in stages over time, subject to his continued service with the company.

Why were 613 NBHC shares disposed of in this Form 4 filing?

The 613 shares were withheld to pay tax liability when the remainder of a previously granted restricted stock award, dated April 30, 2025, vested. This is a tax-withholding disposition, not an open-market sale, and is a common mechanism for covering taxes on equity compensation.

What are Robert E. Dean’s NBHC holdings after these transactions?

After the reported transactions, Robert E. Dean directly holds 35,538 shares of National Bank Holdings Corp common stock. This total includes 3,153 unvested restricted shares from the new grant, which are scheduled to vest in two equal future installments if service continues.

How will the newly granted NBHC restricted shares vest for the director?

The 3,153 newly granted restricted shares will vest in two equal installments. One half will vest on the 180th day following the grant date, and the other half will vest on the day before National Bank Holdings Corp’s 2027 Annual Meeting of Shareholders, subject to continued service.

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

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Accepted by SEC EDGAR 05/08/2026 - 04:27 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^*

Dean Robert E

(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		613(1)	D	$42.96	32,385	D
Common Stock	05/07/2026		A		3,153	A	$0(2)	35,538(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)