National Bk Hldgs Corp SEC Filings

NBHC: A stockholder filed a Form 144 notice to sell up to 6,214 shares of common stock. The filing lists an aggregate market value of 230,539, an approximate sale date of 11/11/2025, execution via Merrill Lynch, and trading on the NYSE.

The shares were acquired from the issuer “in lieu of services” in multiple grants—853 (10/31/2022), 1,248 (11/06/2023), 1,356 (04/30/2024), 1,794 (10/28/2024), and 963 (10/27/2025)—with cash noted as the nature of payment on each date.

Shares outstanding were 37,819,914. Form 144 is a notice of proposed sales by an affiliate or holder of restricted securities and does not itself execute a sale.

National Bank Holdings Corporation (NBHC): Wellington Management Group LLP and affiliated entities filed Amendment No. 6 to Schedule 13G reporting beneficial ownership of 1,775,654 shares of NBHC Class A Common Stock, equal to 4.7% of the class, as of 09/30/2025.

They report shared voting power over 1,251,699 shares and shared dispositive power over 1,775,654 shares, with no sole voting or dispositive power. The shares are held by clients of Wellington’s advisory affiliates. The filing certifies the holdings were acquired and are held in the ordinary course and not to influence control. Item 5 indicates ownership of five percent or less of the class.

National Bank Holdings Corporation (NBHC) filed Amendment No. 1 to Form S-4 for its proposed merger with Vista Bancshares. Each Vista share will be exchanged for $31.62 in cash plus 3.1161 shares of NBHC common stock, with the cash portion subject to a tangible common equity adjustment held in escrow, set at the greater of 110% of any estimated deficit or $9.5 million.

Based on NBHC prices at announcement and on October 31, 2025, the consideration equaled $149.91 and $142.74 per Vista share, respectively. After completion, existing NBHC holders are expected to own about 84% of the company and former Vista holders about 16%. Vista will hold a virtual special meeting on December 19, 2025, with approval requiring affirmative votes from at least two‑thirds of outstanding shares. The transaction is intended to qualify as a tax‑free reorganization under Section 368(a), is subject to regulatory approvals, and is expected to close in the first quarter of 2026. If terminated under specified circumstances, Vista may owe a $15.0 million fee.

National Bank Holdings Corporation furnished an updated investor presentation under Item 7.01 of Form 8‑K. The deck is attached as Exhibit 99.1 and is available on the company’s website under “Events & Presentations.” The information is being furnished, not filed, and is not incorporated by reference except as specifically stated.

The filing includes a forward‑looking statements notice referencing NBHC’s strategy and its proposed acquisition of Vista Bancshares, Inc. NBHC has filed a Form S‑4 to register the NBHC common stock to be issued to Vista shareholders, and the proxy statement/prospectus included in the S‑4 will be sent to Vista shareholders. The communication is not an offer or solicitation to buy or sell securities.

Victory Capital Management, Inc. filed an amended Schedule 13G reporting its beneficial ownership of National Bank Holdings Corp. (NBHC) common stock. As of 09/30/2025, Victory Capital beneficially owned 1,944,538 shares, representing 5.14% of the class.

The filer reported sole voting power over 1,933,663 shares and sole dispositive power over 1,944,538 shares. The filing identifies the reporting person type as an investment adviser (IA) and includes a certification that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

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.

National Bank Holdings Corp (NBHC) reported an insider transaction on a Form 4. A company director recorded a tax withholding event tied to restricted stock vesting. On 10/27/2025, 547 shares of common stock were withheld at a price of $37.20 per share under transaction code F, which indicates shares withheld to cover taxes.

Following this administrative transaction, the director’s beneficial ownership stands at 5,230 shares, held directly. The filing notes the withholding relates to a portion of a restricted stock award originally granted on 04/30/2025.

National Bank Holdings Corp (NBHC) reported an insider transaction by a director on 10/27/2025. The filing shows 686 shares of common stock were withheld to cover taxes upon the vesting of a portion of a restricted stock award granted on 04/30/2025 (Transaction Code F) at a price of $37.2 per share.

Following this tax withholding, the director beneficially owns 25,175 shares directly. This entry reflects routine tax settlement related to equity compensation rather than an open‑market buy or sell.

National Bank Holdings Corp (NBHC): Director reports Form 4 transaction. On 10/27/2025, Director Patrick Sobers reported a transaction coded “F,” reflecting 530 shares of common stock withheld at $37.20 per share to satisfy tax liability upon vesting of a portion of a restricted stock award originally granted on 04/30/2025.

Following the withholding, he beneficially owns 22,519 shares directly. The filing indicates a routine tax-withholding event tied to RSU vesting rather than an open-market trade.