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National Bank Holdings (NBHC) director gets 3,153-share award and trust transfer

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

National Bank Holdings Corp director Patrick G. Sobers reported routine equity compensation and related share movements. On May 7, 2026, he received a grant of 3,153 shares of restricted common stock as compensation, with no cash paid other than the value of services.

On May 6, 2026, 580 shares of common stock were withheld at $42.96 per share to cover tax liability upon vesting of a prior restricted stock award. On the same date, 17,199 shares moved from his direct ownership into the Sobers Family Trust, a revocable trust, which the footnotes describe as only changing the form of beneficial ownership.

After these entries, he directly holds 7,893 shares, including the 3,153 unvested restricted shares under the National Bank Holdings Corporation 2023 Omnibus Incentive Plan, and has 17,199 shares held indirectly via the Sobers Family Trust. The new restricted shares will vest in two equal installments, one on the 180th day after grant and one the day before the company’s 2027 annual shareholder meeting, subject to continued service.

Positive

  • None.

Negative

  • None.
Insider Sobers Patrick G.
Role null
Type Security Shares Price Value
Grant/Award Common Stock 3,153 $0.00 --
Tax Withholding Common Stock 580 $42.96 $25K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 7,893 shares (Direct, null); Common Stock — 17,199 shares (Indirect, Sobers Family Trust)
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. Reflects the transfer of 17,199 shares of common stock from direct ownership into the reporting person's revocable trust. As this transaction effects only a change in the form of beneficial ownership without changing the reporting person's pecuniary interest in the shares of common stock, it is exempt from section 16 pursuant to Rule 16a-13. 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.
Restricted stock grant 3,153 shares Grant of restricted common stock on May 7, 2026
Tax-withholding shares 580 shares Shares withheld for tax liability on May 6, 2026
Tax-withholding price $42.96 per share Value used for 580-share tax withholding disposition
Direct holdings after grant 7,893 shares Direct ownership including 3,153 unvested restricted shares
Indirect trust holdings 17,199 shares Shares held via Sobers Family Trust after transfer
Tax-withholding disposition 1 transaction Code F for payment of tax liability by delivering securities
Vesting schedule Two equal installments 180th day after grant and day before 2027 shareholder meeting
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.
National Bank Holdings Corporation 2023 Omnibus Incentive Plan financial
"Total includes 3,153 unvested shares of restricted stock awarded under the National Bank Holdings Corporation 2023 Omnibus Incentive Plan"
revocable trust financial
"transfer of 17,199 shares of common stock from direct ownership into the reporting person's revocable trust."
A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.
Section 16 regulatory
"it is exempt from section 16 pursuant to Rule 16a-13."
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
Rule 16a-13 regulatory
"exempt from section 16 pursuant to Rule 16a-13."
SEC Form 4
FORM 4UNITED 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*
Sobers Patrick G.

(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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/06/2026F580(1)D$42.964,740(2)D
Common Stock05/07/2026A3,153A$0(3)7,893(4)D
Common Stock17,199(2)ISobers Family Trust
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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. Reflects the transfer of 17,199 shares of common stock from direct ownership into the reporting person's revocable trust. As this transaction effects only a change in the form of beneficial ownership without changing the reporting person's pecuniary interest in the shares of common stock, it is exempt from section 16 pursuant to Rule 16a-13.
3. This transaction represents a grant of restricted stock by the Issuer. Therefore, no consideration other than the value of services rendered was paid.
4. 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-Fact05/08/2026
** Signature of Reporting PersonDate
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 Patrick G. Sobers report?

Patrick G. Sobers reported a grant of restricted stock, tax-related share withholding, and a transfer of shares into his revocable trust. These entries mainly reflect compensation, tax settlement, and a change in ownership form rather than open-market buying or selling.

How many NBHC shares were granted to Patrick G. Sobers in this Form 4?

He received a grant of 3,153 shares of restricted common stock on May 7, 2026. The grant is compensation-based, with no cash consideration, and the shares vest in two equal installments tied to a 180-day period and the 2027 shareholder meeting.

Why were 580 NBHC shares disposed of at $42.96 in this filing?

The 580 shares at $42.96 each were withheld to pay tax liabilities when a prior restricted stock award vested. This is coded as a tax-withholding disposition, not an open-market sale, and is a common mechanism to satisfy withholding obligations.

What is the significance of the 17,199 NBHC shares moved to the Sobers Family Trust?

The 17,199 shares were transferred from direct ownership into Sobers’ revocable Sobers Family Trust. Footnotes state this only changes the form of beneficial ownership, leaving his economic interest unchanged and making it exempt from Section 16 under Rule 16a-13.

How many NBHC shares does Patrick G. Sobers hold after these transactions?

After these entries, Sobers directly holds 7,893 shares, including 3,153 unvested restricted shares, and indirectly holds 17,199 shares via the Sobers Family Trust. Together, these figures reflect his combined direct and indirect beneficial ownership reported in the filing.

When will Patrick G. Sobers’ new restricted NBHC shares vest?

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