NBHC (NBHC) CEO Laney uses 8,006 shares to cover tax on vesting stock

Rhea-AI Filing Summary

National Bank Holdings Corp CEO Timothy G. Laney reported a routine tax-related share disposition. On 4/28/2026, 8,006 shares of common stock were withheld at $43.27 per share to cover tax liabilities tied to vesting restricted stock awards granted on 4/1/2023, 4/1/2024, and 4/1/2025.

These withheld shares were not an open-market sale but a tax-withholding mechanism. After this transaction, Laney directly holds 687,458 shares of common stock, including 431,418 shares of restricted common stock, indicating he continues to maintain a substantial equity position in the company.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider LANEY G. TIMOTHY

Role CHIEF EXECUTIVE OFFICER

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	8,006	$43.27	$346K

Holdings After Transaction: Common Stock — 687,458 shares (Direct, null)

Footnotes (1)

1. Represents shares withheld for payment of tax liability upon vesting of a portion of the restricted stock awards granted to the reporting person on 4/1/2023, 4/1/2024, and 4/1/2025. Includes 431,418 shares of restricted common stock.

Key Figures

Shares withheld for taxes: 8,006 shares Withholding price per share: $43.27 per share Shares owned after transaction: 687,458 shares +1 more

4 metrics

Shares withheld for taxes 8,006 shares Tax-withholding disposition on 4/28/2026

Withholding price per share $43.27 per share Value used for tax-withholding shares

Shares owned after transaction 687,458 shares Direct common stock ownership following Form 4 transaction

Restricted common stock included 431,418 shares Restricted shares within total post-transaction holdings

Key Terms

tax-withholding disposition, restricted stock awards, restricted common stock

3 terms

tax-withholding disposition financial

"reported a routine tax-related share disposition. On 4/28/2026, 8,006 shares of common stock were withheld"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

restricted stock awards financial

"tax liabilities tied to vesting restricted stock awards granted on 4/1/2023, 4/1/2024, and 4/1/2025"

Restricted stock awards are company shares given to employees or executives that cannot be sold or transferred until certain conditions — like staying with the company for a set time or meeting performance targets — are met, like a gift that is locked in a safe until rules are satisfied. Investors care because these awards tie management’s pay to company performance, can increase the number of shares outstanding when they become tradable (dilution), and may signal expected future selling pressure or commitment to long-term growth.

restricted common stock financial

"including 431,418 shares of restricted common stock, indicating he continues to maintain a substantial equity position"

Restricted common stock is company shares that carry limits on selling or transferring for a set period or until certain conditions are met, like time-based vesting or regulatory clearance. Think of them as shares in a locked box that gradually open; they can become freely tradable later but initially reduce the number of shares available on the market. Investors watch restricted stock because its eventual release can change a company’s share supply, affect stock price, and influence control and dilution.

Form 4 Insider Transactions: What Each Field Means →

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2026

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	04/28/2026		F		8,006(1)	D	$43.27	687,458(2)	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 a portion of the restricted stock awards granted to the reporting person on 4/1/2023, 4/1/2024, and 4/1/2025.

2. Includes 431,418 shares of restricted common stock.

	/s/ G. Timothy Laney	04/30/2026
	** 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)

FAQ

What insider transaction did NBHC CEO Timothy G. Laney report on this Form 4?

Timothy G. Laney reported a tax-withholding disposition of 8,006 National Bank Holdings Corp common shares. The shares were withheld to cover tax liabilities from vesting restricted stock awards granted in 2023, 2024, and 2025, rather than sold in the open market.

How many NBHC shares were withheld for taxes in Timothy G. Laney’s latest filing?

The filing shows 8,006 common shares of National Bank Holdings Corp were withheld at $43.27 per share. These shares covered income tax obligations triggered when portions of prior restricted stock awards vested on April 1, 2023, April 1, 2024, and April 1, 2025.

Did NBHC CEO Timothy G. Laney sell shares on the market in this Form 4?

No, the Form 4 reports a tax-withholding disposition, not an open-market sale. Shares were delivered back to the company to satisfy tax liabilities from vesting restricted stock awards, a common administrative step in equity compensation.

What is Timothy G. Laney’s NBHC share ownership after this transaction?

Following the tax-withholding transaction, Timothy G. Laney directly owns 687,458 shares of National Bank Holdings Corp common stock. This total includes 431,418 shares of restricted common stock, reflecting ongoing long-term equity alignment with the bank’s shareholders.

Which restricted stock awards triggered the tax-withholding shares for NBHC’s CEO?

The withheld 8,006 shares relate to vesting from restricted stock awards granted to Timothy G. Laney on April 1, 2023, April 1, 2024, and April 1, 2025. As these awards vested, associated tax liabilities were settled via share withholding.