National Bank Holdings (NBHC) CEO receives 33,326-share restricted stock grant

Rhea-AI Filing Summary

LANEY G. TIMOTHY reported acquisition or exercise transactions in this Form 4 filing.

National Bank Holdings Corp reported that Chief Executive Officer Timothy G. Laney received a grant of 33,326 shares of restricted common stock at no cash cost, as compensation for services. These shares vest in three equal installments on April 28, 2027, April 28, 2028, and April 28, 2029, contingent on his continued service. After this award, he directly holds 695,464 common shares, including 449,721 restricted shares.

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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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)
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		33,326(1)	A	$0(2)	695,464(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

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 449,721 shares of restricted common stock.

	/s/ G. Timothy Laney	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 insider transaction did NBHC disclose for CEO Timothy G. Laney?

NBHC disclosed that CEO Timothy G. Laney received a grant of 33,326 shares of restricted common stock. The award was granted as compensation for services and did not involve any cash payment by Laney, reflecting standard equity-based executive compensation practices at the company.

What type of shares did the NBHC CEO receive in this Form 4 filing?

The CEO received restricted common stock in this transaction. The grant covers 33,326 restricted shares, which are subject to vesting conditions over several years and are part of the National Bank Holdings Corporation 2023 Omnibus Incentive Plan.

When do the newly granted NBHC restricted shares vest for the CEO?

The 33,326 restricted shares vest in three equal annual installments. Vesting is scheduled for April 28, 2027, April 28, 2028, and April 28, 2029, and each installment requires the CEO to remain employed through the respective vesting date.

Did the NBHC CEO pay cash for the 33,326 restricted shares?

No cash was paid for the 33,326 restricted shares. The company states that the transaction represents a grant of restricted stock, with consideration limited to the value of services rendered by the CEO, consistent with typical equity-based compensation structures.

How many NBHC shares does the CEO hold after this restricted stock grant?

Following this grant, the CEO directly holds 695,464 shares of National Bank Holdings common stock. This total includes 449,721 shares of restricted common stock, reflecting a significant portion of his position tied to ongoing service-based vesting conditions.

Under which plan was the NBHC CEO’s restricted stock award granted?

The restricted stock award was granted under the National Bank Holdings Corporation 2023 Omnibus Incentive Plan. This plan provides for equity-based awards, such as restricted stock, intended to align executive compensation with the company’s long-term performance and service requirements.