National Bank Holdings (NYSE: NBHC) insider reports Vista merger stock grants

Rhea-AI Filing Summary

National Bank Holdings Corp executive John Steinmetz, Executive Managing Director of Strategic Initiatives, reported multiple share transactions dated January 7, 2026 tied to the company’s merger with Vista Bancshares, Inc.

He reported an acquisition of 442,132 shares of National Bank Holdings common stock and a restricted stock award covering 95,396 restricted shares, both received under the Vista merger agreement. In connection with vesting of 95,392 restricted shares, 37,668 shares were withheld at $39.33 per share to cover taxes. An additional 228,668 shares were reported as indirectly owned through JDS Plus Family Limited Partnership. The restricted stock award is scheduled to vest in equal quarterly installments over three years, subject to Steinmetz’s continued employment.

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^*

Steinmetz John

(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)
	Exec Mng Dir of Strategic Init

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2026

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	01/07/2026		A		442,132	A	(1)	442,132	D
Common Stock	01/07/2026		A		95,396	A	(1)(2)	537,528	D
Common Stock	01/07/2026		F		37,668(3)	D	$39.33	499,860	D
Common Stock	01/07/2026		A		228,668	A	(1)	228,668	I	JDS Plus Family Limited Partnership

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. Acquired pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement") dated as of September 15, 2025, by and between Issuer, Vista Bancshares, Inc., a Texas corporation ("Vista"), and Bryan Wick, solely in his capacity as the shareholders' representative. Pursuant to the Merger Agreement, at the effective time of the merger, Vista merged with and into Issuer with Issuer surviving the merger, and each share of common stock, par value $1.00 per share, of Vista ("Vista Common Stock") outstanding immediately prior to the effective time of the merger, other than certain excluded shares, was converted into the right to receive 3.1161 shares of class A common stock, par value $0.01, of Issuer ("Issuer Common Stock") per share of Vista Common Stock surrendered, $31.62 in cash for each share of Vista Common Stock surrendered and cash in lieu of fractional shares, if any.

2. Pursuant to the Merger Agreement, at the effective time of the merger, an award of 24,332 restricted shares of Vista Common Stock was assumed and converted into a restricted stock award in respect of 95,396 restricted shares of Issuer Common Stock. This restricted stock award will vest in equal quarterly installments over the three-year period following the closing, subject to Mr. Steinmetz's continued employment with NBHC or one of its affiliates through the applicable vesting date.

3. Represents shares withheld for payment of tax liability upon vesting of 95,392 restricted shares received pursuant to the Merger Agreement between Issuer and Vista Bancshares, Inc., as noted in footnote 1.

	/s/ Amy Abrams, Attorney-in-Fact	01/09/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did NBHC executive John Steinmetz report on January 7, 2026?

John Steinmetz reported acquisitions of 442,132 shares of National Bank Holdings common stock, a restricted stock award for 95,396 restricted shares, and indirect ownership of 228,668 shares through JDS Plus Family Limited Partnership, all dated January 7, 2026.

How are the Vista Bancshares merger terms described in the NBHC Form 4 for John Steinmetz?

The filing states that in the merger of Vista Bancshares, Inc. into National Bank Holdings, each share of Vista common stock was converted into the right to receive 3.1161 shares of NBHC class A common stock, $31.62 in cash per Vista share, and cash in lieu of fractional shares.

What restricted stock award did John Steinmetz receive in connection with the NBHC–Vista merger?

An award of 24,332 restricted shares of Vista common stock was converted into a restricted stock award for 95,396 restricted shares of National Bank Holdings common stock. This award will vest in equal quarterly installments over a three-year period following closing, subject to Steinmetz’s continued employment.

Why were 37,668 NBHC shares withheld in John Steinmetz’s Form 4 filing?

The 37,668 shares of National Bank Holdings common stock were withheld to pay tax liabilities upon vesting of 95,392 restricted shares received under the merger agreement, at a price of $39.33 per share.

What portion of John Steinmetz’s NBHC holdings are reported as indirect ownership?

The Form 4 reports 228,668 shares of National Bank Holdings common stock as indirectly owned through the JDS Plus Family Limited Partnership, in addition to his directly held shares.

What is John Steinmetz’s role at National Bank Holdings Corp as disclosed in this filing?

The Form 4 identifies John Steinmetz as an officer of National Bank Holdings Corp with the title Exec Mng Dir of Strategic Init (Executive Managing Director of Strategic Initiatives).

How were Vista Bancshares restricted shares converted for John Steinmetz in the NBHC merger?

An existing award of 24,332 restricted Vista shares was assumed and converted into a restricted stock award covering 95,396 restricted shares of National Bank Holdings common stock, vesting quarterly over three years, contingent on continued employment.