NBHC (NYSE: NBHC) officer granted shares; some withheld for taxes

Rhea-AI Filing Summary

National Bank Holdings Corp Chief Administrative Officer Angela Nicole Petrucci reported equity compensation activity in company common stock. She acquired 1,402 shares at a price of $0.0000 per share as a grant from the settlement of a performance stock unit award granted on April 1, 2023. In connection with this settlement, 693 shares at $39.9900 per share were withheld to cover taxes, described as a tax-withholding disposition rather than an open-market sale. Following these transactions, she directly owned 20,225 shares of National Bank Holdings common stock, including 53 shares acquired under the employee stock purchase plan on 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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

PETRUCCI ANGELA NICOLE

(Last) (First) (Middle)

7800 E. 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 ADMIN 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		1,402(1)	A	$0	20,918(2)	D
Common Stock	03/01/2026		F		693(3)	D	$39.99	20,225	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 53 shares acquired under the National Bank Holdings Corporation Employee Stock Purchase Plan on February 27, 2026.

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/ Angela Petrucci	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.
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.

FAQ

What insider transactions did NBHC executive Angela Petrucci report on this Form 4?

Angela Petrucci reported an equity grant and a related tax withholding. She acquired 1,402 shares of National Bank Holdings common stock at $0.0000 per share, then 693 shares at $39.9900 per share were withheld to pay taxes on that award’s settlement.

Was the NBHC Form 4 transaction an open-market buy or sell of stock?

The Form 4 shows no open-market buying or selling. Shares were acquired through settlement of a performance stock unit award, and shares were disposed of only through tax withholding to pay taxes, not through a market sale or purchase transaction.

How many NBHC shares did Angela Petrucci own after these Form 4 transactions?

After the reported transactions, Angela Petrucci directly owned 20,225 shares of National Bank Holdings common stock. This total includes shares from the performance stock unit settlement and 53 shares acquired under the employee stock purchase plan on February 27, 2026.

What award generated the NBHC share grant reported by Angela Petrucci?

The grant came from settlement of a performance stock unit award. That award was originally granted to Angela Petrucci on April 1, 2023, and its settlement on March 1, 2026 resulted in the acquisition of 1,402 shares of National Bank Holdings common stock.

Why were 693 NBHC shares disposed of in Angela Petrucci’s Form 4 filing?

The 693-share disposition was for tax withholding. The filing explains those shares were withheld to pay taxes associated with the settlement of the performance stock unit award, rather than being sold in the open market for investment purposes.

Does the NBHC Form 4 mention the Employee Stock Purchase Plan shares?

Yes, the footnotes state her holdings include 53 shares from the Employee Stock Purchase Plan. Those shares were acquired on February 27, 2026 under the National Bank Holdings Corporation Employee Stock Purchase Plan and are counted in her post-transaction ownership total.