NBHC (NYSE: NBHC) CAO exercises options, disposes shares for tax

Rhea-AI Filing Summary

National Bank Holdings Corp’s chief admin officer Angela Nicole Petrucci exercised employee stock options for 675 shares of common stock at an exercise price of $19.56 per share. She then disposed of 448 shares of common stock at $40.19 per share to cover taxes related to the exercise, a tax-withholding transaction rather than an open-market sale. After these moves, she directly holds 19,463 common shares, which the footnotes indicate include shares previously acquired under the company’s employee stock purchase plan.

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^*

PETRUCCI ANGELA NICOLE

(Last) (First) (Middle)

7800 E. 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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	02/24/2026		M		675	A	$19.56	19,911(1)	D
Common Stock	02/24/2026		F		448	D	$40.19	19,463	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
Employee Stock Option (Right to Buy)	$19.56	02/24/2026		M			675	(2)	03/01/2026	Common Stock	675	$0	0	D

Explanation of Responses:

1. Includes 137 shares acquired under the National Bank Holdings Corporation Employee Stock Purchase Plan on August 29, 2025

2. Time-vested stock option award. Award vested in three equal annual installments, the first of which occurred on April 28, 2017.

	/s/ Angela N. Petrucci	02/26/2026
	** 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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FAQ

What insider transactions did NBHC’s Angela Nicole Petrucci report on this Form 4?

Angela Nicole Petrucci reported exercising employee stock options for 675 NBHC shares and receiving common stock. She also reported a related tax-withholding disposition of 448 common shares, leaving her with a direct ownership position of 19,463 shares after these transactions.

Was the NBHC insider share disposition an open-market sale or tax withholding?

The NBHC insider share disposition was tax withholding, not an open-market sale. Code F indicates 448 common shares were delivered to satisfy the exercise price or tax liability arising from the option exercise, rather than being sold for discretionary portfolio reasons.

How many NBHC shares does Angela Nicole Petrucci own after the reported transactions?

After the reported transactions, Angela Nicole Petrucci directly owns 19,463 NBHC common shares. This figure reflects the 675-share option exercise and the 448-share tax-withholding disposition, and includes shares previously acquired through the company’s employee stock purchase plan, according to the footnotes.

What option award did Angela Nicole Petrucci exercise in the NBHC Form 4 filing?

She exercised a time-vested employee stock option award for 675 shares of NBHC common stock. The footnotes state the award vested in three equal annual installments, with the first vesting date occurring on April 28, 2017, before this exercise event.

What prices were involved in Angela Nicole Petrucci’s NBHC Form 4 transactions?

The option exercise converted 675 derivative securities into common stock at an exercise price of $19.56 per share. The related tax-withholding disposition involved 448 common shares valued at $40.19 per share for satisfying the exercise price or associated tax liabilities.