Why were 686 NBHC shares withheld at $42.96 per share?

The 686 shares were withheld to satisfy tax liabilities upon vesting of the remaining restricted stock from an April 30, 2025 award. This withholding is a non-market disposition used to pay taxes rather than an open-market sale of shares.

Restricted stock grant lifts National Bank (NYSE: NBHC) director stake

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

National Bank Holdings Corp director Joseph Fred J. reported routine equity compensation and related tax withholding. On May 7, 2026, he received a grant of 3,153 shares of restricted common stock at no cash cost as payment for services. On May 6, 2026, 686 shares at $42.96 were withheld to cover tax liabilities from a prior restricted stock vesting. Following these transactions, he directly holds 27,642 common shares, including 3,153 unvested restricted shares that are scheduled to vest in two equal installments on the 180th day after grant and the day before the company’s 2027 Annual Meeting of Shareholders.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Joseph Fred J.

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3,153	$0.00	--
Tax Withholding	Common Stock	686	$42.96	$29K

Holdings After Transaction: Common Stock — 27,642 shares (Direct, null)

Footnotes (1)

Represents shares withheld for payment of tax liability upon vesting of the remainder of the restricted stock award granted to the reporting person on 04/30/2025. This transaction represents a grant of restricted stock by the Issuer. Therefore, no consideration other than the value of services rendered was paid. Total includes 3,153 unvested shares of restricted stock awarded under the National Bank Holdings Corporation 2023 Omnibus Incentive Plan, as amended and restated May 7, 2026, that will vest in two equal installments on (i) the 180th day following the date of grant and (ii) the day before the registrant's 2027 Annual Meeting of Shareholders, subject to continued service through the date of vesting.

Key Figures

Restricted stock grant: 3,153 shares Tax withholding shares: 686 shares Tax withholding price: $42.96 per share +3 more

6 metrics

Restricted stock grant 3,153 shares Grant of restricted common stock on May 7, 2026

Tax withholding shares 686 shares Shares withheld to cover tax liability on May 6, 2026

Tax withholding price $42.96 per share Value used for 686 withheld shares

Post-transaction holdings 27,642 shares Common shares directly held after transactions

Unvested restricted shares 3,153 shares Unvested portion included in total holdings

Plan reference 2023 Omnibus Incentive Plan Plan under which restricted stock was awarded

Key Terms

restricted stock, tax liability, withheld, Omnibus Incentive Plan, +2 more

6 terms

restricted stock financial

"This transaction represents a grant of restricted stock by the Issuer."

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

tax liability financial

"shares withheld for payment of tax liability upon vesting of the remainder"

withheld financial

"Represents shares withheld for payment of tax liability upon vesting"

Omnibus Incentive Plan financial

"awarded under the National Bank Holdings Corporation 2023 Omnibus Incentive Plan"

An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.

unvested shares financial

"Total includes 3,153 unvested shares of restricted stock awarded"

Annual Meeting of Shareholders financial

"the day before the registrant's 2027 Annual Meeting of Shareholders"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Form 4 Insider Transactions: What Each Field Means →

05/08/2026 - 04:49 PM

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^*

Joseph Fred J.

(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
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/06/2026		F		686⁽¹⁾	D	$42.96	24,489	D
Common Stock	05/07/2026		A		3,153	A	$0⁽²⁾	27,642⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares withheld for payment of tax liability upon vesting of the remainder of the restricted stock award granted to the reporting person on 04/30/2025.

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. Total includes 3,153 unvested shares of restricted stock awarded under the National Bank Holdings Corporation 2023 Omnibus Incentive Plan, as amended and restated May 7, 2026, that will vest in two equal installments on (i) the 180th day following the date of grant and (ii) the day before the registrant's 2027 Annual Meeting of Shareholders, subject to continued service through the date of vesting.

	/s/ Amy Abrams, Attorney-in-Fact	05/08/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did NBHC director Joseph Fred J. report?

NBHC director Joseph Fred J. reported a routine equity compensation grant and related tax withholding. He received 3,153 restricted common shares and had 686 shares withheld at $42.96 to pay taxes tied to an earlier restricted stock vesting.

How many NBHC shares did the director receive in the latest restricted stock grant?

He received 3,153 shares of restricted NBHC common stock. The grant is compensation for services, with no cash paid, and falls under the National Bank Holdings Corporation 2023 Omnibus Incentive Plan as amended and restated on May 7, 2026.

How many NBHC shares does the director hold after these transactions?

After the reported transactions, he directly holds 27,642 NBHC common shares. This total includes 3,153 unvested restricted shares, which are scheduled to vest in two equal installments subject to his continued service with the company.

When will the newly granted NBHC restricted shares vest?

The 3,153 restricted NBHC shares will vest in two equal installments. One half vests on the 180th day after the May 7, 2026 grant, and the other vests the day before National Bank Holdings Corp’s 2027 Annual Meeting of Shareholders.

Under which plan were the NBHC restricted shares awarded to the director?

The restricted shares were awarded under the National Bank Holdings Corporation 2023 Omnibus Incentive Plan. This plan was amended and restated on May 7, 2026 and governs equity awards such as the 3,153-share restricted stock grant to the director.