NBHC CEO exercises options, withholds shares for taxes

National Bank Holdings Corp director and chief executive officer Timothy G. Laney reported several option-related transactions on August 11, 2026.

Rhea-AI Filing Summary

National Bank Holdings Corp director and chief executive officer Timothy G. Laney reported several option-related transactions on August 11, 2026. He exercised employee stock options covering 63,725 shares of common stock at exercise prices of $34.0400 and $32.6500 per share, receiving the same number of common shares. In related transactions, a total of 55,460 shares of common stock were delivered or withheld at $43.1900 per share for payment of exercise price or tax liability. Footnotes note time-vested option awards, shares held in constructive trust under a divorce decree, restricted stock holdings, and a transfer of shares to the reporting person’s spouse pursuant to qualified domestic relations orders.

Insider Trade Summary

63,725 shares exercised/converted

Exercise 6 txns

Insider LANEY G. TIMOTHY

Role CHIEF EXECUTIVE OFFICER

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option (Right to Buy) F4	26,683	$0.00	$0.00
Exercise	Employee Stock Option (Right to Buy) F5	37,042	$0.00	$0.00
Exercise	Common Stock F1, F2	26,683	$34.04	$908K
Exercise	Common Stock F1, F2	37,042	$32.65	$1.21M
Exercise Price or Tax Liability	Common Stock F2	23,503	$43.19	$1.02M
Exercise Price or Tax Liability	Common Stock F2, F3	31,957	$43.19	$1.38M

Holdings After Transaction: Employee Stock Option (Right to Buy) — 0 contracts (Direct); Common Stock — 691,590 shares (Direct)

Footnotes (5)

1. F1. Includes 31,863 options that were held in constructive trust pursuant to a divorce decree and accompanying qualified domestic relations orders
2. F2. Includes 431,418 shares of restricted common stock.
3. F3. Includes a reduction of 4,133 shares that were transferred to the reporting person's spouse pursuant to a divorce decree and accompanying qualified domestic relations order.
4. F4. Time-vested stock option award. The award vested in three equal annual installments, the first of which occurred on April 28, 2018.
5. F5. Time-vested stock option award. The award vested in three equal annual installments, the first of which occurred on April 28, 2019.

Key Figures

Options exercised: 63,725 shares Exercise price 1: $34.0400 per share Exercise price 2: $32.6500 per share +4 more

7 metrics

Options exercised 63,725 shares Total underlying common shares from option exercises on August 11, 2026

Exercise price 1 $34.0400 per share Conversion or exercise price for 26,683 options into common stock

Exercise price 2 $32.6500 per share Conversion or exercise price for 37,042 options into common stock

Shares delivered/withheld 55,460 shares Total common shares delivered or withheld for exercise price or tax liability

Delivery/withholding price $43.1900 per share Per-share value for shares delivered or withheld to cover obligations

Restricted common stock 431,418 shares Restricted common stock referenced in footnote F2

Shares transferred to spouse 4,133 shares Reduction due to transfer under qualified domestic relations order

Key Terms

Employee Stock Option (Right to Buy), constructive trust, qualified domestic relations orders, time-vested stock option award

4 terms

Employee Stock Option (Right to Buy) financial

"security_title: Employee Stock Option (Right to Buy)"

constructive trust financial

"Includes 31,863 options that were held in constructive trust"

A constructive trust is a court-imposed rule that treats property or funds held by one party as if they were being held for the benefit of the true owner, when keeping them would be unfair. Think of it like a judge telling someone who took or wrongly kept your money to hold it as a caretaker rather than as their own; for investors, this can restore ownership, block a wrongful sale, or create a claim on assets that affects valuations and control of a company.

qualified domestic relations orders financial

"pursuant to a divorce decree and accompanying qualified domestic relations orders"

time-vested stock option award financial

"Time-vested stock option award. The award vested in three equal annual installments"

FAQ

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

What did NBHC CEO Timothy G. Laney report in this Form 4?

Timothy G. Laney reported exercising stock options for 63,725 common shares and related dispositions of 55,460 shares delivered or withheld to pay exercise price or tax liability, all dated August 11, 2026.

How many National Bank Holdings (NBHC) options did the CEO exercise and at what prices?

He exercised employee stock options for 63,725 shares of NBHC common stock at exercise prices of $34.0400 and $32.6500 per share, converting derivative positions into common shares.

How many NBHC shares were delivered or withheld for exercise price or tax liabilities?

A total of 55,460 common shares of NBHC were delivered or withheld at $43.1900 per share to satisfy exercise price or tax liabilities associated with the option exercises.

Were the NBHC transactions by Timothy G. Laney under a Rule 10b5-1 trading plan?

No. The Form 4’s Rule 10b5-1 checkbox is not marked as a plan (aff_10b5_one is false), and no footnote indicates that these transactions were executed under a pre-arranged trading plan.

What do the NBHC Form 4 footnotes say about restricted stock and divorce-related transfers?

Footnotes state that holdings include 431,418 restricted shares, options and shares held in constructive trust under a divorce decree, and a reduction of 4,133 shares transferred to the reporting person’s spouse via qualified domestic relations orders.

What type of awards were the NBHC options exercised by Timothy G. Laney?

The options exercised were time-vested stock option awards that vested in three equal annual installments, beginning on April 28, 2018 and April 28, 2019, respectively, according to the transaction footnotes.

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

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Available on EDGAR 08/13/2026 - 06:57 PM Accepted by SEC EDGAR 08/13/2026 - 06:57 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^*

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)
08/11/2026

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	08/11/2026		M		26,683(1)	A	$34.04	714,141(2)	D
Common Stock	08/11/2026		M		37,042(1)	A	$32.65	751,183(2)	D
Common Stock	08/11/2026		F		23,503	D	$43.19	727,680(2)	D
Common Stock	08/11/2026		F		31,957	D	$43.19	691,590(2)(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
Employee Stock Option (Right to Buy)	$34.04	08/11/2026		M		26,683		(4)	03/01/2027	Common Stock	26,683	$0	0	D
Employee Stock Option (Right to Buy)	$32.65	08/11/2026		M		37,042		(5)	03/01/2027	Common Stock	37,042	$0	0	D

Explanation of Responses:

1. Includes 31,863 options that were held in constructive trust pursuant to a divorce decree and accompanying qualified domestic relations orders

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

3. Includes a reduction of 4,133 shares that were transferred to the reporting person's spouse pursuant to a divorce decree and accompanying qualified domestic relations order.

4. Time-vested stock option award. The award vested in three equal annual installments, the first of which occurred on April 28, 2018.

5. Time-vested stock option award. The award vested in three equal annual installments, the first of which occurred on April 28, 2019.

	/s/ G. Timothy Laney	08/13/2026
	** 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)