NBHC (NBHC) president exercises options, disposes shares for tax

Rhea-AI Filing Summary

National Bank Holdings Corp. president Aldis Birkans reported routine equity transactions involving company stock. On February 11, 2026, he exercised an employee stock option for 3,080 shares of common stock at an exercise price of $19.56 per share.

To satisfy tax obligations related to this option exercise, 2,256 shares of common stock were disposed of at $41.53 per share. After these transactions, Birkans directly beneficially owned 247,247 shares of National Bank Holdings Corp. common stock.

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

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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^*

Birkans Aldis

(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)
	PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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	02/11/2026		M		3,080	A	$19.56	249,503	D
Common Stock	02/11/2026		F		2,256	D	$41.53	247,247	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
Employee Stock Option (Right to Buy)	$19.56	02/11/2026		M			3,080	(1)	03/01/2026	Common Stock	3,080	$0	0	D

Explanation of Responses:

1. Time-vested stock option award. Award vested in three equal annual installments, the first of which occurred on April 28, 2017.

	/s/ Amy Abrams	02/12/2026
	** 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 insider transaction did NBHC president Aldis Birkans report?

Aldis Birkans reported exercising an employee stock option and related share dispositions. He exercised options for 3,080 National Bank Holdings Corp. common shares at $19.56 per share, then disposed of 2,256 shares at $41.53 to cover tax obligations from the exercise.

How many NBHC shares did Aldis Birkans acquire through the option exercise?

He acquired 3,080 shares of National Bank Holdings Corp. common stock through exercising an employee stock option. The option carried an exercise price of $19.56 per share and was part of a time-vested award that vested in three equal annual installments starting April 28, 2017.

Why were 2,256 NBHC shares disposed of in Aldis Birkans’ Form 4?

The 2,256 National Bank Holdings Corp. shares were disposed of to pay the exercise price or tax liability tied to the option exercise. The transaction used code "F," indicating shares delivered for tax or exercise costs rather than an open-market sale transaction.

What is Aldis Birkans’ NBHC share ownership after these transactions?

Following the reported transactions, Aldis Birkans directly beneficially owned 247,247 shares of National Bank Holdings Corp. common stock. This figure reflects the 3,080 shares received from the option exercise and the 2,256 shares disposed of to satisfy associated tax or exercise obligations.

What type of derivative security did Aldis Birkans exercise at NBHC?

He exercised an employee stock option, classified as a "Right to Buy" common stock. The option covered 3,080 underlying NBHC common shares at an exercise price of $19.56 and was part of a time-vested award that fully vested in three annual installments.

Was Aldis Birkans’ NBHC share transaction a market purchase or sale?

The filing shows an option exercise and a tax-related share disposition, not typical open-market trading. The exercise used code "M" for derivative conversion, while the disposition used code "F" for delivering shares to cover the exercise price or related tax liability.