NBHC (NBHC) risk chief reports stock grant and tax withholding moves

Rhea-AI Filing Summary

National Bank Holdings Corp reported that Chief Risk Management Officer Richard U. Newfield Jr. received a grant of 2,104 shares of common stock on March 1, 2026 at a stated price of $0 per share, reflecting the settlement of a performance stock unit award granted on April 1, 2023. To cover taxes tied to this settlement, 1,040 shares were disposed of the same day at $39.99 per share through share withholding, rather than an open-market sale. Following these transactions, Newfield directly owned 150,985 common shares, which includes shares previously acquired through the company’s Employee Stock Purchase Plan on August 29, 2025 and February 27, 2026.

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

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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^*

Newfield Richard U Jr.

(Last) (First) (Middle)

7800 EAST ORCHARD ROAD, SUITE 300

(Street)

GREENWOOD VILLAGE CO 80111

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
National Bank Holdings Corp [ NBHC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF RISK MNGMT OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	03/01/2026		A		2,104(1)	A	$0	152,025(2)	D
Common Stock	03/01/2026		F		1,040(3)	D	$39.99	150,985	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. Shares of common stock acquired upon settlement of a performance stock unit award granted to the reporting person on April 1, 2023.

2. Includes 299 shares and 298 shares acquired under the National Bank Holdings Corporation Employee Stock Purchase Plan on August 29, 2025 and February 27, 2026, respectively.

3. The reported transaction involved the withholding of shares to pay taxes associated with the settlement of the above-referenced performance stock unit award.

	/s/ Richard U. Newfield, Jr.	03/03/2026
	** 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.
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FAQ

What did NBHC executive Richard Newfield report in this Form 4?

He reported a stock award settlement and related tax withholding on NBHC shares. Newfield acquired 2,104 shares of common stock from a performance stock unit award, then had 1,040 shares withheld at $39.99 per share to satisfy taxes on the award.

How many NBHC shares did Richard Newfield own after these transactions?

After the reported transactions, Newfield directly owned 150,985 NBHC common shares. This figure reflects the net result of the award settlement and tax-withholding disposition, and includes shares previously acquired through the company’s Employee Stock Purchase Plan.

Was the NBHC Form 4 transaction an open-market purchase or sale?

The filing shows no open-market trade. Newfield’s 2,104-share acquisition came from settling a performance stock unit award, while the 1,040-share disposition was share withholding to pay taxes, not a discretionary sale into the market.

What is the significance of the $39.99 price in Newfield’s NBHC filing?

The $39.99 per-share figure is the price used for the 1,040 shares withheld to cover tax obligations on the award settlement. It reflects the value applied for tax-withholding purposes, rather than an executed market trade price.

What prior grants or plans are referenced in this NBHC Form 4?

The award settled on March 1, 2026 stems from a performance stock unit grant dated April 1, 2023. The filing also notes additional shares acquired under the National Bank Holdings Corporation Employee Stock Purchase Plan in August 2025 and February 2026.

How does this NBHC Form 4 classify the insider’s transactions?

The Form 4 classifies the 2,104-share event as a grant or award acquisition and the 1,040-share event as a tax-withholding disposition. Together, these create a mixed pattern of acquisition and disposition tied to equity compensation, not open-market trading activity.