National Bank Holdings (NBHC) CEO awarded 377,724 restricted shares

Rhea-AI Filing Summary

National Bank Holdings Corp granted Chief Executive Officer and director Timothy G. Laney 377,724 shares of restricted common stock on January 7, 2026 under the company’s 2023 Omnibus Incentive Plan. The award includes up to 125,908 performance-based shares that may vest on December 15, 2026, and 251,816 time-based shares scheduled to vest in equal installments on specified dates from March 15, 2027 through December 15, 2028, subject to his continued employment.

Following this grant, Laney beneficially owns 655,446 common shares, which the disclosure notes include 416,395 unvested restricted shares and 361 shares acquired through the company’s Employee Stock Purchase Plan on August 29, 2025. The grant was made by the issuer without cash consideration, reflecting equity compensation in stock rather than a cash payment.

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
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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^*

LANEY G. TIMOTHY

(Last) (First) (Middle)

7800 EAST 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2026

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	01/07/2026		A		377,724(1)	A	(2)	655,446(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 under the National Bank Holdings Corporation 2023 Omnibus Incentive Plan that will vest as follows: (i) up to 125,908 of the restricted common shares shall be performance-based and vest on December 15, 2026; (ii) the remaining 251,816 restricted common shares will vest ratably as follows: March 15, 2027, June 15, 2027, September 15, 2027, December 15, 2027, March 15, 2028, June 15, 2028, September 15, 2028 and December 15, 2028, subject to the reporting person's continued employment through each such vesting date.

2. This transaction represents a grant of restricted common stock by the Issuer. Therefore, no consideration other than the value of shares rendered was paid.

3. Includes 416,395 shares of unvested restricted common stock.

4. Includes 361 shares acquired under the National Bank Holdings Corporation Employee Stock Purchase Plan on August 29, 2025.

	/s/ Angela Petrucci, Attorney-in-Fact	01/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did NBHC report for CEO Timothy G. Laney?

NBHC reported that CEO and director Timothy G. Laney received a grant of 377,724 shares of restricted common stock on January 7, 2026 as equity compensation.

How will Timothy Laneys 377,724 NBHC restricted shares vest?

The award consists of up to 125,908 performance-based shares that may vest on December 15, 2026, and 251,816 time-based shares that vest in equal portions on dates from March 15, 2027 through December 15, 2028, subject to continued employment.

How many NBHC shares does the CEO own after this reported transaction?

After the grant, Timothy G. Laney beneficially owns 655,446 shares of National Bank Holdings Corp common stock, including unvested restricted shares and shares from the employee stock purchase plan.

Did Timothy Laney pay cash for the 377,724 NBHC restricted shares?

No. The disclosure states this was a grant of restricted common stock by the issuer and that no consideration other than the value of shares rendered was paid, meaning it is equity compensation rather than a cash purchase.

What portion of the CEOs NBHC holdings are unvested restricted shares?

The filing notes that his total holdings include 416,395 shares of unvested restricted common stock, which are subject to vesting conditions over time.

What other NBHC shares are included in the CEOs beneficial ownership total?

The 655,446-share total includes 361 shares acquired under the National Bank Holdings Corporation Employee Stock Purchase Plan on August 29, 2025.