[Form 4] National Bank Holdings Corp Insider Trading Activity

Rhea-AI Filing Summary

National Bank Holdings Corp. (NBHC) director Alka Gupta reported routine equity movements. On 10/27/2025, 729 shares of common stock were withheld (Code F) to cover taxes upon vesting at $37.2 per share. The filing also notes a transfer of 1,006 shares from direct holdings into a revocable trust, described as an exempt change in form of ownership under Rule 16a-13.

Following these transactions, the filing lists 3,412 shares held directly and 7,127 shares held indirectly through The Gupta Rastogi Family Trust.

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^*

Gupta Alka

(Last) (First) (Middle)

7800 EAST ORCHARD ROAD

(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		729(1)	D	$37.2	3,412(2)	D
Common Stock								7,127(2)	I	The Gupta Rastogi Family Trust

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.

2. Reflects the transfer of 1,006 shares of common stock from direct holdings into the reporting person's revocable trust. As this transaction effects only a change in the form of beneficial ownership without changing the reporting person's pecuniary interest in the shares of common stock, it is exempt from section 16 of the Act pursuant to Rule 16a-13.

	/s/ Alka Gupta	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).
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 did NBHC director Alka Gupta report on Form 4?

A tax-withholding transaction of 729 shares on 10/27/2025 at $37.2 per share (Code F) and an exempt transfer of 1,006 shares to a revocable trust.

How many NBHC shares does Alka Gupta hold after the transactions?

The filing lists 3,412 shares held directly and 7,127 shares held indirectly via The Gupta Rastogi Family Trust.

What does transaction Code F mean on a Form 4?

Code F indicates shares were withheld to satisfy tax obligations upon vesting of an equity award.

Was there a sale of NBHC shares by the director?

The Form 4 shows tax withholding at vesting and an exempt transfer to a trust under Rule 16a-13, not an open-market sale.

What is the significance of Rule 16a-13 for this filing?

It treats the transfer to a revocable trust as an exempt change in the form of ownership without changing pecuniary interest.

What equity award triggered the tax withholding?

The withholding relates to a restricted stock award that vested, originally granted on 04/30/2025 and previously reported.