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 is registering 95,396 shares of its Class A common stock under the Vista Bank Equity Incentive Plan. These shares may be issued upon the vesting or settlement of a restricted stock award assumed from Vista Bancshares, Inc. and now held by executive John D. Steinmetz under an NBHC award. The award was adjusted based on the merger exchange ratio and will vest in equal quarterly installments over three years following the closing of the Vista merger, conditioned on Mr. Steinmetz’s continued employment with NBHC or its affiliates.
National Bank Holdings Corporation completed its previously announced acquisition of Vista Bancshares effective January 7, 2026. Vista merged into NBHC, and Vista Bank merged into NBH Bank, leaving NBH Bank as the surviving bank. Each Vista common share was converted into 3.1161 NBHC Class A common shares, $31.62 in cash, and cash in lieu of fractional shares, subject to an adjustment based on Vista’s tangible common equity. As part of this adjustment process, $9,500,000 in cash was placed into escrow.
Vista restricted stock, options, and warrants were converted to NBHC equity or cash based on a Merger Consideration Value of $151.68, with out-of-the-money awards cancelled. One Vista restricted award was partially vested into NBHC stock and partially converted into a new NBHC restricted award. NBHC enlarged its board to 10 directors and added former Vista director Kirk A. McLaughlin, granting him a restricted stock award with a grant date value of $38,491. Following closing, NBHC also granted 377,724 restricted shares to CEO G. Timothy Laney and 189,825 restricted shares to President Aldis Birkans, with one-third performance-based vesting tied to integration and cost-savings goals.
National Bank Holdings Corporation reported that it has received key regulatory approvals needed to complete its previously announced merger with Vista Bancshares, Inc. and the related merger of Vista Bank into NBH Bank. Approvals were granted by the Board of Governors of the Federal Reserve System and the State of Colorado Division of Banking.
Vista’s shareholders approved the transaction on December 19, 2025, and the parties now expect to close the mergers on January 7, 2026, subject to the satisfaction or waiver of remaining customary closing conditions described in their merger agreement dated September 15, 2025. The filing also includes extensive cautionary language about forward‑looking statements, highlighting operational, regulatory, integration, economic, technology, and credit risks that could cause actual outcomes to differ from current expectations.
T. Rowe Price Investment Management, Inc. filed an amended Schedule 13G/A disclosing beneficial ownership of 1,286,405 shares of National Bank Holdings (NBHC) common stock, representing 3.4% of the class as of 09/30/2025.
The filer reports sole voting power over 1,277,041 shares and sole dispositive power over 1,286,405 shares, with no shared voting or dispositive power. The filing indicates ownership of 5 percent or less of the class and includes a certification that the securities were acquired and are held in the ordinary course of business and not to change or influence control.
National Bank Holdings Corp. (NBHC) reported an insider transaction by a director. On 11/11/2025, the director sold 6,214 shares of Common Stock at a price of $37.14 per share, coded as S (sale) in a Form 4 filing.
Following the transaction, the director beneficially owned 35,663 shares, held directly. The filing shows only non-derivative activity; no derivative securities were reported.
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.