National Bk Hldgs Corp SEC Filings

National Bank Holdings Corporation declared a quarterly cash dividend of $0.31 per share. The dividend will be payable on December 15, 2025 to shareholders of record at the close of business on November 28, 2025.

The Board stated that all subsequent dividends remain subject to its review and approval, taking into account factors such as the company’s financial position, results of operations, cash flows, capital requirements, applicable law, and other relevant considerations.

National Bank Holdings Corporation furnished an 8-K announcing it issued a press release with financial results for the quarter ended September 30, 2025. The press release and financial tables are included as Exhibit 99.1 and were also posted to the company’s website. Per Item 9.01, the information in Exhibit 99.1—except for the first and second full paragraphs quoting Tim Laney—shall be deemed “filed,” while those quoted statements are “furnished.”

National Bank Holdings Corporation (NBHC) filed a Form S-4 for its proposed acquisition of Vista Bancshares. Vista shareholders are asked to approve a merger in which each Vista share will be converted into $31.62 in cash plus 3.1161 shares of NBHC common stock, subject to a tangible common equity adjustment. Based on NBHC’s $37.96 closing price on September 15, 2025, the package equated to $149.91 per Vista share.

The cash portion may be adjusted against a $246.7 million minimum tangible common equity benchmark (increasing by $2.8 million per month after January 2, 2026), with an escrow equal to the greater of 110% of any estimated deficit or $9.5 million. After closing, existing NBHC holders are expected to own about 84% of the company and former Vista holders about 16%. One Vista director will join the NBHC board, and Vista’s CEO will assume an executive role at NBH Bank.

The merger is expected to close in the first quarter of 2026, pending Vista shareholder approval, effectiveness of the S-4, NYSE listing of the new NBHC shares, and regulatory clearances. If terminated under specified circumstances, Vista may owe NBHC a $15.0 million fee.

National Bank Holdings Corp (NBHC) reported an insider transaction by its Chief Financial Officer. On 10/01/2025, 138 shares of common stock were withheld under code F at $38.4 to cover taxes upon the vesting of a previously granted restricted stock award. Following the transaction, the reporting person directly owned 13,061 shares. This total includes 105 shares acquired under the company’s Employee Stock Purchase Plan on August 29, 2025.

National Bank Holdings Corp (NBHC) reported an insider transaction on a Form 4. The company’s Chief Accounting Officer had 21 shares of common stock withheld to cover taxes upon vesting of a restricted stock award on 10/01/2025 (Transaction Code F) at a price of $38.4 per share. Following this tax-withholding event, the officer beneficially owns 3,517 shares. This total includes 81 shares acquired through the Employee Stock Purchase Plan on August 29, 2025.

National Bank Holdings Corporation (NBHC) and Vista Bancshares, Inc. (Vista) entered into a merger agreement dated September 15, 2025, that sets detailed closing conditions, mutual covenants and termination mechanics for a planned combination. The agreement requires shareholder approval, NYSE authorization for NBHC shares issuable in the deal, effectiveness of a Form S-4 registration statement, and all requisite regulatory approvals including the Federal Reserve, Texas Department of Banking and Colorado Division of Banking. The parties agreed extensive interim covenants that restrict indebtedness, capital changes, dividends, equity awards, material dispositions, acquisitions, material contract amendments, significant hiring or terminations, loans outside ordinary course (with specific dollar limits), capital expenditures above $100,000 aggregate, and other actions without consent. The agreement includes customary representations, regulatory conditions, fiduciary exceptions, specified termination rights (including a termination date of September 15, 2026) and payment obligations tied to certain post-termination acquisition scenarios.

Wellington Management reports a collective beneficial ownership of 2,494,109 shares of National Bank Holdings Corporation Class A common stock, representing 6.55% of the class. The filing is made by multiple Wellington entities that report 0 sole voting or dispositive power and material shared voting and dispositive powers instead.

The securities are owned of record by clients of Wellington’s investment advisers and, per the filing, no client is known to own more than 5% of the class. The filing includes a certification that the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.