Welcome to our dedicated page for National Bk Hldgs SEC filings (Ticker: NBHC), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
National Bank Holdings Corporation filings document the regulatory record of a Delaware bank holding company with Class A common stock listed on the NYSE under NBHC. The company’s 8-K reports cover operating and financial results, dividend declarations, capital actions, material agreements and securities offerings, including subordinated notes used for general corporate purposes.
Proxy and related governance filings describe board matters, shareholder voting items, executive compensation, equity-based awards and pay-versus-performance disclosures. The filing record also includes capital-structure disclosures for common stock, debt instruments, repurchase activity, bank regulatory capital measures and the holding-company relationship with NBH Bank and Bank of Jackson Hole Trust.
National Bank Holdings Corporation filed a Form 8-K to share that it has posted an updated investor presentation on its website, which it expects to use in meetings with investors, analysts and others. The slide deck, attached as Exhibit 99.1, discusses strategy, business plans, capital allocation and a proposed acquisition of Vista Bancshares, Inc.
The company emphasizes that the investor presentation and related information are being furnished rather than filed with the SEC and are not automatically incorporated into other securities filings. The report also includes extensive forward-looking statement disclosures and directs Vista shareholders to review a previously filed Form S-4 registration statement and proxy statement/prospectus related to the proposed transaction.
National Bank Holdings Corporation plans a new offering of fixed-to-floating rate subordinated notes due 2036. The notes pay a fixed coupon until 2031, then switch to a floating rate tied to Three‑Month Term SOFR plus a spread, with optional redemption starting in 2031 at par.
The notes are unsecured, subordinated obligations of NBHC, structurally subordinated to subsidiary liabilities, and are not FDIC insured. NBHC expects to treat them as Tier 2 capital and use net proceeds for general corporate purposes.
NBHC recently completed its acquisition of Vista Bancshares and Vista Bank on January 7, 2026. For the year ended December 31, 2025, net income was $109.6 million, versus $118.8 million a year earlier; adjusted net income was $117.6 million. Fourth‑quarter 2025 net income was $16.0 million, or $22.7 million on an adjusted basis, and provision expense was $9.1 million driven by three credits.
National Bank Holdings Corporation has filed an automatic shelf registration that allows it and/or future selling stockholders to offer various securities over time, including debt securities, common and preferred stock, depositary shares, purchase contracts, warrants, rights and units.
Specific terms, amounts and prices will be set in later prospectus supplements. The company expects to use any proceeds it receives for general corporate purposes such as acquisitions, share repurchases, supporting subsidiaries and refinancing debt, while it will not receive proceeds from any resale by selling stockholders.
National Bank Holdings Corporation completed its previously announced acquisition of Vista Bancshares, Inc. effective January 7, 2026. Vista merged into NBHC, and Vista Bank merged into NBH Bank, which continues as the surviving bank.
To support a Form S-3ASR registration statement, NBHC is providing Vista’s audited and interim financial statements and unaudited pro forma condensed combined financial statements showing how NBHC and Vista would look as a combined company for 2024 and the nine months ended September 30, 2025. The filing notes these financial statements and NBHC’s prior 10-K and 10-Q are not being updated for later events.
National Bank Holdings Corporation furnished an updated investor presentation that it plans to use in meetings with current and prospective investors on or after February 5, 2026. The presentation is attached as Exhibit 99.1 to this Form 8-K for informational purposes.
The company states that the materials, including Exhibit 99.1, are being furnished under Item 7.01 and are not deemed filed with the SEC or incorporated into other securities law filings unless specifically referenced. The report also includes a detailed cautionary statement about forward-looking statements, outlining numerous business, economic, credit, technology, regulatory and integration risks, including those related to the Vista Bank merger and digital and fintech initiatives.
National Bank Holdings Corp executive John Steinmetz received a new equity award. On January 30, 2026, he was granted 12,444 shares of restricted common stock under the National Bank Holdings Corporation 2026 Inducement Plan at a stated price of $0 per share, reflecting compensation for services.
The restricted shares will vest in three equal installments on April 28, 2027, April 28, 2028, and April 28, 2029, contingent on his continued service. After this grant, Steinmetz beneficially owns 512,304 shares of common stock, including 107,840 shares of restricted stock.
National Bank Holdings Corporation reported its financial results for the quarter and year ended December 31, 2025, via a press release furnished with this report. The board declared a quarterly cash dividend of $0.32 per share on Class A common stock, payable on March 13, 2026 to shareholders of record on February 27, 2026. The board also authorized a new stock repurchase program allowing the company to buy back up to $100.0 million of its common stock in open‑market or privately negotiated transactions, with no set expiration date. This new authorization replaces the prior program under which the company repurchased $15.2 million of stock through January 27, 2026.
National Bank Holdings Corp granted Chief Executive Officer and director Timothy G. Laney 377,724 shares of restricted common stock on January 7, 2026 under the company’s 2023 Omnibus Incentive Plan. The award includes up to 125,908 performance-based shares that may vest on December 15, 2026, and 251,816 time-based shares scheduled to vest in equal installments on specified dates from March 15, 2027 through December 15, 2028, subject to his continued employment.
Following this grant, Laney beneficially owns 655,446 common shares, which the disclosure notes include 416,395 unvested restricted shares and 361 shares acquired through the company’s Employee Stock Purchase Plan on August 29, 2025. The grant was made by the issuer without cash consideration, reflecting equity compensation in stock rather than a cash payment.
National Bank Holdings CorpBirkans Aldis, received an award of 189,825 shares of common stock on January 7, 2026. This was a grant of restricted stock at a reported price of $0.00 per share, reflecting equity compensation rather than an open-market purchase. Following this grant, Aldis beneficially owns 246,423 common shares, including 206,207 shares of unvested restricted stock. The award consists of up to 63,275 performance-based restricted shares that may vest on December 15, 2026, and 126,550 time-based restricted shares scheduled to vest in equal installments on specified dates from March 15, 2027 through December 15, 2028, subject to continued employment.
National Bank Holdings Corp director Kirk McLaughlin reported multiple stock acquisitions. On January 7, 2026, he received 3,530 shares of common stock acquired under a merger in which Vista Bancshares merged into National Bank Holdings. Each share of Vista common stock was converted into the right to receive 3.1161 shares of National Bank Holdings class A common stock plus $31.62 in cash per Vista share, plus cash in lieu of fractional shares.
On the same date, he was granted an additional 978 shares of restricted common stock under the National Bank Holdings Corporation 2023 Omnibus Incentive Plan, which will vest the day before the company’s 2026 annual meeting of shareholders. Indirectly, entities associated with him acquired 377,982 shares through the Gene Mc Laughlin Estate Trust, 205,204 shares through Kirk McLaughlin Enterprises LTD, and 14,645 shares pursuant to a power of attorney held by Ramona McLaughlin. The restricted stock grant was in consideration for services rather than cash.