National Bank Holdings (NBHC) grants 3,153 restricted shares to director

Rhea-AI Filing Summary

National Bank Holdings Corp director Art Zeile reported routine equity compensation activity. On May 7, 2026, he received a grant of 3,153 shares of restricted common stock at no cash cost as compensation for services. These 3,153 unvested shares were awarded under the National Bank Holdings Corporation 2023 Omnibus Incentive Plan and will vest in two equal installments on the 180th day after grant and the day before the company’s 2027 annual meeting, subject to continued service. On May 6, 2026, 686 common shares were withheld at $42.96 per share to cover tax liabilities upon vesting of a prior restricted stock award granted on April 30, 2025, a non‑market transaction. Following these transactions, Zeile directly holds 19,816 common shares, including the new unvested restricted stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider ZEILE ART

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 — 19,816 shares (Direct, null)

Footnotes (1)

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 for tax on May 6, 2026

Tax-withholding price $42.96 per share Value used for 686 share tax withholding

Shares after grant 19,816 shares Direct holdings following May 7, 2026 grant

Shares after tax withholding 16,663 shares Direct holdings following May 6, 2026 withholding

Unvested restricted shares 3,153 shares Unvested under 2023 Omnibus Incentive Plan

Key Terms

restricted stock, tax liability, Omnibus Incentive Plan, unvested shares, +1 more

5 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

"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"

vesting financial

"that will vest in two equal installments on (i) the 180th day"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Form 4 Insider Transactions: What Each Field Means →

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^*

ZEILE ART

(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/06/2026		F		686(1)	D	$42.96	16,663	D
Common Stock	05/07/2026		A		3,153	A	$0(2)	19,816(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. 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	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)

FAQ

What insider transactions did NBHC director Art Zeile report?

NBHC director Art Zeile reported a grant of 3,153 restricted common shares and a tax-related share withholding of 686 shares. The withholding at $42.96 per share covered taxes on a prior restricted stock vesting, while the new grant represents routine equity compensation.

How many NBHC shares did Art Zeile receive in the new grant?

Art Zeile received 3,153 restricted shares of National Bank Holdings Corp common stock. These shares were granted as compensation under the company’s 2023 Omnibus Incentive Plan and will vest in two equal installments, subject to his continued service with the company through those vesting dates.

Why were 686 NBHC shares withheld from Art Zeile?

The 686 NBHC shares were withheld to pay tax liabilities on vesting of a restricted stock award granted on April 30, 2025. The shares were valued at $42.96 each, and this tax-withholding disposition is not an open-market sale but a standard compensation-related mechanism.

What is Art Zeile’s NBHC shareholding after these transactions?

After these transactions, Art Zeile directly holds 19,816 shares of National Bank Holdings Corp common stock. This total includes 3,153 unvested restricted shares granted on May 7, 2026, which will vest in two tranches tied to time-based service conditions through the 2027 shareholder meeting.

How do the new NBHC restricted shares vest for Art Zeile?

The 3,153 new restricted NBHC shares vest in two equal installments. Half vest on the 180th day following the May 7, 2026 grant date, and the remaining half vest on the day before the company’s 2027 annual shareholder meeting, contingent on continued service.