National Bank Holdings Form 4: 414 shares withheld at $37.2

Rhea-AI Filing Summary

National Bank Holdings Corp reported an insider Form 4 for a director. On 10/27/2025, 414 shares of common stock were withheld at $37.2 under code F, which indicates shares retained by the issuer to satisfy tax obligations upon vesting.

After this transaction, the director beneficially owns 32,998 shares directly. The withholding relates to a restricted stock award granted on 04/30/2025.

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^*

Dean Robert E

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/27/2025

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	10/27/2025		F		414(1)	D	$37.2	32,998	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 a portion of the restricted stock award granted to the reporting person on 04/30/2025, which was previously reported in Table I of reporting person's Form 4 filed on 05/01/2025.

	/s/ Robert E. Dean	10/29/2025
	** 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).
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FAQ

What did NBHC disclose in this Form 4?

A director had 414 shares withheld at $37.2 on 10/27/2025 to cover taxes upon restricted stock vesting.

How many NBHC shares does the director own after the transaction?

The director beneficially owns 32,998 shares directly after the withholding.

What does transaction code F mean on NBHC's Form 4?

Code F indicates shares withheld by the issuer to satisfy tax withholding obligations upon award vesting.

What triggered the share withholding for NBHC?

The vesting of a portion of a restricted stock award granted on 04/30/2025 triggered the tax withholding.

Was this a market sale by the NBHC director?

No. It reflects issuer share withholding for taxes at vesting, not an open-market sale.