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Tax withholding trims National Bank Holdings (NYSE: NBHC) CAO stake

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

Rhea-AI Filing Summary

National Bank Holdings Corp chief accounting officer Emily Gooden reported a small, routine share disposition tied to taxes. On this Form 4, 232 shares of common stock were withheld at $43.27 per share to cover tax liability when portions of earlier restricted stock awards vested. After this tax withholding, she directly holds 3,857 common shares, including 1,248 shares of restricted common stock.

Positive

  • None.

Negative

  • None.
Insider Gooden Emily
Role CHIEF ACCOUNTING OFFICER
Type Security Shares Price Value
Tax Withholding Common Stock 232 $43.27 $10K
Holdings After Transaction: Common Stock — 3,857 shares (Direct, null)
Footnotes (1)
  1. Represents shares withheld for payment of tax liability upon vesting of a portion of the restricted stock awards granted to the reporting person on 4/1/2023, 4/1/2024, and 4/1/2025. Includes 1,248 shares of restricted common stock.
Shares withheld for taxes 232 shares Tax-withholding disposition of common stock
Withholding price per share $43.27/share Value used for 232 withheld shares
Shares owned after transaction 3,857 shares Direct common stock holdings following tax withholding
Restricted common stock included 1,248 shares Restricted shares within total post-transaction holdings
Tax-withholding shares in summary 232 shares TaxWithholdingShares in transaction summary
restricted stock awards financial
"upon vesting of a portion of the restricted stock awards granted to the reporting person"
Restricted stock awards are company shares given to employees or executives that cannot be sold or transferred until certain conditions — like staying with the company for a set time or meeting performance targets — are met, like a gift that is locked in a safe until rules are satisfied. Investors care because these awards tie management’s pay to company performance, can increase the number of shares outstanding when they become tradable (dilution), and may signal expected future selling pressure or commitment to long-term growth.
restricted common stock financial
"Includes 1,248 shares of restricted common stock."
Restricted common stock is company shares that carry limits on selling or transferring for a set period or until certain conditions are met, like time-based vesting or regulatory clearance. Think of them as shares in a locked box that gradually open; they can become freely tradable later but initially reduce the number of shares available on the market. Investors watch restricted stock because its eventual release can change a company’s share supply, affect stock price, and influence control and dilution.
tax-withholding disposition financial
"transaction_action: tax-withholding disposition"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
transaction code F financial
"transaction_code: F"
Form 4 Insider Transactions: What Each Field Means →
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*
Gooden Emily
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
CHIEF ACCOUNTING OFFICER
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/28/2026		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 Stock04/28/2026F232(1)D$43.273,857(2)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)
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 a portion of the restricted stock awards granted to the reporting person on 4/1/2023, 4/1/2024, and 4/1/2025.
2. Includes 1,248 shares of restricted common stock.
/s/ Emily Gooden04/30/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did NBHC officer Emily Gooden report in this Form 4?

Emily Gooden reported a tax-related share disposition, where 232 shares of National Bank Holdings common stock were withheld to cover tax liabilities upon vesting of restricted stock awards. This is a routine compensation-related event, not an open-market stock sale.

Was this Form 4 transaction for NBHC stock an open-market sale?

No, the Form 4 transaction was a tax-withholding disposition, not an open-market sale. Shares were withheld by the company to pay taxes due on vesting restricted stock awards, a common mechanism in equity compensation plans.

How many NBHC shares were withheld for Emily Gooden’s taxes?

A total of 232 shares of National Bank Holdings common stock were withheld at $43.27 per share. These shares covered tax liabilities triggered when portions of restricted stock awards granted in 2023, 2024, and 2025 vested.

How many NBHC shares does Emily Gooden hold after this Form 4 event?

After the tax-withholding transaction, Emily Gooden directly owns 3,857 shares of National Bank Holdings common stock. This total includes 1,248 shares of restricted common stock that remain subject to vesting conditions and company equity plan terms.

What triggered the tax-withholding disposition reported for NBHC’s CAO?

The withholding was triggered by the vesting of portions of restricted stock awards granted to Emily Gooden on April 1, 2023, April 1, 2024, and April 1, 2025. When these awards vest, taxes become due and shares can be withheld to satisfy that liability.

How is the Form 4 transaction coded for NBHC’s chief accounting officer?

The Form 4 uses transaction code F, which indicates payment of a tax liability or exercise price by delivering or withholding securities. In this case, it reflects shares withheld for taxes upon vesting of restricted stock awards, rather than a discretionary sale.