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 Corp. (NBHC) director Alka Gupta reported routine equity movements. On 10/27/2025, 729 shares of common stock were withheld (Code F) to cover taxes upon vesting at $37.2 per share. The filing also notes a transfer of 1,006 shares from direct holdings into a revocable trust, described as an exempt change in form of ownership under Rule 16a-13.
Following these transactions, the filing lists 3,412 shares held directly and 7,127 shares held indirectly through The Gupta Rastogi Family Trust.
National Bank Holdings Corporation (NBHC) reported Q3 2025 results. Net income was $35.3 million, up from $33.1 million a year ago, with diluted EPS of $0.92 versus $0.86. Net interest income was $88.2 million, essentially flat year over year, aided by a $1.5 million release of credit loss provision compared with a $2.0 million expense last year. Non‑interest income rose to $20.7 million from $18.4 million, driven by higher other non‑interest income.
Total assets were $10.15 billion as of September 30, 2025. Deposits totaled $8.47 billion, and cash and cash equivalents increased to $555.6 million. Loans, net, were $7.34 billion. Accumulated other comprehensive loss improved to $51.0 million from $70.0 million at year‑end, reflecting gains in securities and hedges. The company declared a $0.30 per‑share common dividend and repurchased 240,000 shares in Q3. For the nine months, net income was $93.5 million with diluted EPS of $2.43, while operating cash flow was $124.4 million and the company fully repaid prior $50.0 million in Federal Home Loan Bank advances.
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.
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.
National Bank Holdings Corporation has disclosed that it and Vista Bancshares, Inc. have signed an Agreement and Plan of Merger under which Vista will merge with and into NBHC, with NBHC remaining as the surviving corporation. The companies announced the merger agreement in a joint press release and are also providing an investor presentation with supplemental information about the proposed transaction. NBHC plans to file a Registration Statement on Form S-4 with the SEC to register shares of NBHC common stock that will be issued to Vista shareholders, and that filing will include a proxy statement/prospectus. The report emphasizes that related materials are furnished, not filed, and includes extensive forward-looking statement and risk disclosures, highlighting regulatory approvals, integration challenges, potential dilution from share issuance, and other business and market risks.
National Bank Holdings Corporation has disclosed that it and Vista Bancshares, Inc. have signed an Agreement and Plan of Merger under which Vista will merge with and into NBHC, with NBHC remaining as the surviving corporation. The companies announced the merger agreement in a joint press release and are also providing an investor presentation with supplemental information about the proposed transaction. NBHC plans to file a Registration Statement on Form S-4 with the SEC to register shares of NBHC common stock that will be issued to Vista shareholders, and that filing will include a proxy statement/prospectus. The report emphasizes that related materials are furnished, not filed, and includes extensive forward-looking statement and risk disclosures, highlighting regulatory approvals, integration challenges, potential dilution from share issuance, and other business and market risks.
National Bank Holdings Corporation filed a current report to make an investor presentation available to the market. The company plans to use these materials in meetings with investors and analysts and also post them on its website.
The slide deck is furnished as Exhibit 99.1 and is not deemed filed for liability purposes under federal securities laws. The materials and the report include forward-looking statements, and the company cautions that actual results may differ due to various risks and uncertainties.