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National Bank Holdings Corporation is asking shareholders at its May 7, 2026 annual meeting to elect ten directors, ratify KPMG LLP as auditor for 2026, approve an advisory Say‑on‑Pay vote, and approve an amended and restated 2023 Omnibus Incentive Plan.
Holders of 44,692,472 shares of Class A common stock and 952,463 voting unvested restricted shares as of March 24, 2026 may vote, one vote per share. The board is majority independent, with an independent lead director and three fully independent committees overseeing audit and risk, compensation, and governance. In 2025, KPMG audit fees were $1,531,500, and CEO total compensation was $3,725,952, heavily weighted to at‑risk incentives tied to performance and long‑term shareholder value.
National Bank Holdings Corp ownership disclosure: The Vanguard Group amended its Schedule 13G to report 0 shares beneficially owned of National Bank Holdings Corp common stock, representing 0% of the class. The amendment explains an internal realignment and disaggregated reporting by Vanguard subsidiaries, effective per the amendment.
Birkans Aldis reported acquisition or exercise transactions in this Form 4 filing.
National Bank Holdings Corp president Aldis Birkans received a compensation-related stock award. He was granted 15,523 shares of National Bank Holdings common stock as restricted stock, with no cash paid, reflecting the value of services rendered. These restricted shares will vest in three equal installments on April 28, 2027, April 28, 2028, and April 28, 2029, as long as he remains employed through each vesting date. After this award, Birkans directly holds 264,445 common shares, including 221,730 shares of restricted stock, indicating a substantial ongoing equity stake tied to the company’s long-term performance.
Van Denabeele Nicole reported acquisition or exercise transactions in this Form 4 filing.
National Bank Holdings Corp reported that its Chief Financial Officer, Nicole Van Denabeele, received a grant of 5,821 shares of restricted common stock. The award was granted as compensation, with no cash paid other than the value of services rendered.
The restricted stock was issued under the National Bank Holdings Corporation 2023 Omnibus Incentive Plan and will vest in three equal installments on April 28, 2027, April 28, 2028, and April 28, 2029, assuming continued service. Following this grant, Van Denabeele directly holds 19,231 shares of common stock, including 10,523 shares of restricted common stock.
LANEY G. TIMOTHY reported acquisition or exercise transactions in this Form 4 filing.
National Bank Holdings Corp reported that Chief Executive Officer Timothy G. Laney received a grant of 33,326 shares of restricted common stock at no cash cost, as compensation for services. These shares vest in three equal installments on April 28, 2027, April 28, 2028, and April 28, 2029, contingent on his continued service. After this award, he directly holds 695,464 common shares, including 449,721 restricted shares.
National Bank Holdings Corp reported that Chief Accounting Officer Emily Gooden received a grant of 517 shares of restricted common stock as equity compensation. The award was granted at no cash cost and vests in equal parts on April 28, 2027, April 28, 2028, and April 28, 2029, contingent on continued service. After this grant, Gooden directly holds 4,089 common shares, including 1,905 restricted shares and 55 shares acquired under the employee stock purchase plan.
PETRUCCI ANGELA NICOLE reported acquisition or exercise transactions in this Form 4 filing.
National Bank Holdings Corp granted Chief Admin Officer Angela Nicole Petrucci 4,178 shares of restricted common stock as equity compensation. The award was granted for services rendered, with no cash paid. These restricted shares will vest in equal portions on April 28, 2027, April 28, 2028, and April 28, 2029, contingent on her continued service. Following this grant, she directly holds 24,403 shares of common stock, including 10,677 shares of restricted stock.
Sznewajs Daniel L reported acquisition or exercise transactions in this Form 4 filing.
National Bank Holdings Corp reported that Chief Corporate Development Officer and Treasurer Daniel L. Sznewajs received a grant of 3,250 shares of restricted common stock as equity compensation. The award was made at no cash cost to him and is tied to continued service.
The restricted stock was granted under the National Bank Holdings Corporation 2023 Omnibus Incentive Plan and will vest in equal portions on April 28, 2027, April 28, 2028, and April 28, 2029, if he remains employed through each vesting date. Following the grant, he directly holds 5,803 common shares, including 5,520 shares of restricted stock.
Newfield Richard U Jr. reported acquisition or exercise transactions in this Form 4 filing.
National Bank Holdings Corp reported that Chief Risk Management Officer Richard U. Newfield Jr. received a grant of 2,781 shares of restricted common stock on March 17, 2026. The award was granted for services, with no cash paid by him.
The restricted stock was issued under the 2023 Omnibus Incentive Plan and will vest in equal parts on April 28, 2027, April 28, 2028, and April 28, 2029, subject to his continued service. Following this grant, he directly holds 153,766 shares, including 12,463 restricted shares.