National Bank Holdings (NYSE: NBHC) grants 517 restricted shares to officer

Rhea-AI Filing Summary

National Bank Holdings Corp reported that Chief Accounting Officer Emily Gooden received a grant of 517 shares of restricted common stock as equity compensation. The award was granted at no cash cost and vests in equal parts on April 28, 2027, April 28, 2028, and April 28, 2029, contingent on continued service. After this grant, Gooden directly holds 4,089 common shares, including 1,905 restricted shares and 55 shares acquired under the 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^*

Gooden Emily

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2026

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	03/17/2026		A		517(1)	A	$0(2)	4,089(3)(4)	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. These shares represent an award of restricted common stock of Issuer awarded under the National Bank Holdings Corporation 2023 Omnibus Incentive Plan and will vest ratably on April 28, 2027, April 28, 2028, and April 28, 2029, subject to the associate's continued service through the applicable vesting date.

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. Includes 55 shares acquired under the National Bank Holdings Corporation Employee Stock Purchase Plan on February 27, 2026.

4. Includes 1,905 shares of restricted common stock.

	/s/ Emily Gooden	03/19/2026
	** 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 did NBHC executive Emily Gooden report in this Form 4 filing?

Emily Gooden reported receiving 517 shares of restricted common stock from National Bank Holdings Corp as an equity grant. The shares were awarded as compensation, with no cash paid other than the value of services rendered to the company.

How will Emily Gooden’s new NBHC restricted stock grant vest?

The 517-share restricted stock grant will vest in three equal installments on April 28, 2027, April 28, 2028, and April 28, 2029. Each vesting date is conditioned on her continued service with National Bank Holdings Corp through the applicable vesting date.

Did Emily Gooden pay cash for the 517 NBHC shares granted?

No cash consideration was paid for the 517 restricted shares granted to Emily Gooden. The award represents a compensation grant from National Bank Holdings Corp, provided in exchange for the value of services she renders as Chief Accounting Officer.

What is Emily Gooden’s total NBHC share ownership after this grant?

After the 517-share restricted stock grant, Emily Gooden directly holds 4,089 shares of National Bank Holdings Corp common stock. This total includes 1,905 restricted shares and 55 shares acquired through the company’s Employee Stock Purchase Plan.

Under which plan was Emily Gooden’s NBHC restricted stock granted?

The 517 restricted shares were granted under the National Bank Holdings Corporation 2023 Omnibus Incentive Plan. This plan provides equity-based awards such as restricted stock to associates, aligning employee compensation with the company’s long-term performance and shareholder interests.

What additional NBHC shares has Emily Gooden acquired through employee programs?

Emily Gooden’s holdings include 55 shares acquired under the National Bank Holdings Corporation Employee Stock Purchase Plan on February 27, 2026. These shares are part of her total 4,089 NBHC common shares reported following the restricted stock grant.