Groowe Groowe BETA / Newsroom
⏱ News is delayed by 15 minutes. Sign in for real-time access. Sign in

Form 8-K

sec.gov

8-K — National Bank Holdings Corp

Accession: 0001475841-26-000018

Filed: 2026-04-21

Period: 2026-04-21

CIK: 0001475841

SIC: 6021 (NATIONAL COMMERCIAL BANKS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — nbhc-20260421x8k.htm (Primary)

EX-99.1 (nbhc-20260421xex99d1.htm)

GRAPHIC (nbhc-20260421xex99d1001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: nbhc-20260421x8k.htm · Sequence: 1

NATIONAL BANK HOLDINGS CORP_April 21, 2026

0001475841false00014758412026-04-212026-04-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

​

FORM 8-K

​

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

​

Date of Report (Date of earliest event reported): April 21, 2026

​

NATIONAL BANK HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

​

​

​

Delaware

​

001-35654

​

27-0563799

(State or other jurisdiction

of incorporation)

​

(Commission

File Number)

​

(IRS Employer

Identification No.)

​

7800 East Orchard Road, Suite 300, Greenwood Village, Colorado 80111

(Address of principal executive offices) (Zip Code)

​

303-892-8715

(Registrant’s telephone, including area code)

​

Not Applicable

(Former name or former address, if changed since last report.)

​

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

​

☐Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

​

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

​

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

​

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

​

Securities registered pursuant to Section 12(b) of the Act:

​

Title of each class:

​ ​ ​

Trading Symbol

​ ​ ​

Name of each exchange on which registered:

Class A Common Stock, Par Value $0.01

​

NBHC

​

NYSE

​

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

​

Emerging growth company ☐

​

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

​

​

​

​

​

​

Item 2.02. Results of Operations and Financial Conditions. *

On April 21, 2026, National Bank Holdings Corporation (“NBHC”) issued a press release announcing its financial results for the quarter ended March 31, 2026. A copy of the full text of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure. *

​

On April 21, 2026, NBHC issued, distributed, made available to investors, and posted on its website, the press release and accompanying financial tables reflecting its financial results for the quarter ended March 31, 2026. A copy of the full text of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

​

Item 9.01. Financial Statements and Exhibits. *

​

(d) Exhibits

​

Exhibit No.

​ ​ ​

Description of Exhibit

99.1

​

Press release dated April 21, 2026

104

​

Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

*The information contained in Items 2.02 and 7.01 of this current report, including Exhibit 99.1 attached hereto, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing of NBHC under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report on Form 8-K in such a filing. NBHC does not incorporate by reference to this Current Report on Form 8-K information presented at any website referenced in this report or in the exhibit attached hereto.

2

​

SIGNATURES

​

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

​

​

​

​

​

National Bank Holdings Corporation

​

​

​

​

​

​

By:

/s/ Angela N. Petrucci

​

​

Name: Angela N. Petrucci

Title: Chief Administrative Officer and General Counsel

​

Date: April 21, 2026

​

​

3

​

EX-99.1

EX-99.1

Filename: nbhc-20260421xex99d1.htm · Sequence: 2

​

​

Exhibit 99.1

National Bank Holdings Corporation Announces

First Quarter 2026 Financial Results

​

NYSE Ticker: NBHC

Denver, Colorado, April 21, 2026 - (Globe Newswire) – National Bank Holdings Corporation (the “Company” or “NBHC”) reported:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the quarter(1)

​

For the quarter - adjusted(1)(2)

​

​

1Q26

​

4Q25

​

1Q25

​

1Q26

​

4Q25

​

1Q25

Net income ($000's)

​

$

20,793

​

$

16,036

​

$

24,231

​

$

32,607

​

$

22,748

​

$

24,231

Earnings per share - diluted

​

$

0.46

​

$

0.42

​

$

0.63

​

$

0.72

​

$

0.60

​

$

0.63

Return on average assets

​

​

0.70%

​

​

0.65%

​

​

0.99%

​

​

1.09%

​

​

0.92%

​

​

0.99%

Return on average tangible assets(2)

​

​

0.79%

​

​

0.73%

​

​

1.09%

​

​

1.20%

​

​

1.02%

​

​

1.09%

Return on average equity

​

​

5.02%

​

​

4.57%

​

​

7.42%

​

​

7.87%

​

​

6.48%

​

​

7.42%

Return on average tangible common equity(2)

​

​

7.75%

​

​

6.58%

​

​

10.64%

​

​

11.79%

​

​

9.10%

​

​

10.64%

​

​

​

(1)

​

Quarterly ratios are annualized.

(2)

​

Represents a non-GAAP financial measure. See “Non-GAAP Financial Measures and Reconciliations” tables for reconciliations to the most directly comparable financial measures calculated and presented in accordance with GAAP.

​

​

In announcing these results, Chief Executive Officer Tim Laney shared, “We delivered solid first quarter results, with adjusted earnings of $0.72 per diluted share and a net interest margin of 4.06%. Record quarterly loan fundings of $805.5 million drove organic loan growth of 12.4% annualized. Adjusted pre-provision net revenue increased 21.7% from the prior quarter, reflecting strong core performance and the successful close of our strategic acquisition.”

​

Mr. Laney added, “I’m proud of our first quarter execution and the meaningful progress our teams continue to make integrating our most recent acquisition.  Momentum across the organization reinforces our belief in our ability to prudently grow our earnings this year and surpass a projected $1.00 of earnings per share in the fourth quarter.”

​

Recent Acquisition

On January 7, 2026, the Company completed its acquisition of Vista Bancshares, Inc. (“Vista”), the holding company for Vista Bank, with operations in Dallas-Ft. Worth, Austin and Lubbock, Texas and Palm Beach, Florida. The acquisition added $1.9 billion in total loans and $2.2 billion in total deposits. The merger consideration totaled $377.7 million and consisted of $288.7 million in Class A common stock, par value $0.01 per share, of the Company and $89.0 million in cash. This acquisition further strengthens NBHC’s position as a premier regional bank and expands its footprint into the high-growth Dallas-Ft. Worth and Austin markets. Integrating NBHC’s product capabilities with the strength of Vista Bank’s relationship-banking model further enhances NBHC’s long-term growth strategy. Quarter-over-quarter and year-over-year results are impacted by the acquisition.

1

​

​

First Quarter 2026 Results

(All comparisons refer to the fourth quarter of 2025, except as noted)

​

Net income increased $4.8 million, or 29.7%, to $20.8 million, or $0.46 per diluted share, during the first quarter of 2026, compared to $16.0 million or $0.42 per diluted share. Fully taxable equivalent pre-provision net revenue increased $1.9 million to $32.1 million. The return on average tangible assets increased six basis points to 0.79%, and the return on average tangible common equity increased 117 basis points to 7.75%. Adjusting for $15.3 million of pre-tax acquisition and restructuring related expenses, adjusted net income increased $9.9 million, or 43.3%, to $32.6 million, or $0.72 per diluted share. Adjusted, the fully taxable equivalent pre-provision net revenue increased $8.5 million, or 21.7%, to $47.5 million. The adjusted return on average tangible assets increased 18 basis points to 1.20%, and the adjusted return on average tangible common equity increased 269 basis points to 11.79%.

Net Interest Income

Fully taxable equivalent net interest income increased $22.7 million, or 25.7%, to $111.0 million. Average earning assets increased $2.1 billion, or 23.2%, as a result of the acquisition of Vista and the quarter’s loan growth. The fully taxable equivalent net interest margin expanded 17 basis points to 4.06%, driven by a 24 basis point increase in earning asset yields.

Loans

Loans increased $2.2 billion, or 29.3%, to $9.6 billion at March 31, 2026. During the first quarter, organic loan growth totaled $285.3 million, or 12.4% annualized, compared to the combined balance sheet at the beginning of the quarter.  We generated record quarterly loan fundings of $805.5 million, led by commercial loan fundings of $446.5 million.

Asset Quality and Provision for Credit Losses

The Company maintains strong credit quality and takes a proactive approach to monitoring credit. The Company recorded provision expense of $4.0 million during the quarter, primarily driven by the quarter’s loan growth, compared to $9.1 million in the prior quarter. Annualized net charge-offs totaled 0.34%. Non-performing loans improved three basis points to 0.31% of total loans at March 31, 2026, and non-performing assets improved one basis point to 0.35% of total loans and OREO at March 31, 2026. The allowance for credit losses as a percentage of loans was 1.18% at March 31, 2026, consistent with the prior quarter.

Deposits

The Company maintains a low cost, diversified deposit franchise. Average total deposits increased $2.0 billion to $10.1 billion, and average transaction deposits (defined as total deposits less time deposits) increased $1.8 billion to $8.8 billion. The cost of deposits totaled 1.94%, compared to 1.92%. The loan to deposit ratio totaled 91.9% at March 31, 2026, compared to 89.6%. The mix of transaction deposits to total deposits increased 148 basis points to 87.6% at March 31, 2026.

Non-Interest Income

Non-interest income increased $3.5 million, or 24.6%, to $18.0 million. The first quarter benefited from a $0.2 million gain on security sales; the prior quarter included a $3.3 million loss on security sales driven by the Company’s strategic balance sheet management. Mortgage banking income increased $0.4 million.

Non-Interest Expense

Non-interest expense totaled $96.8 million, compared to $72.4 million in the fourth quarter of 2025, primarily driven by increased expenses from our recent acquisition. Included in the first quarter were acquisition and restructuring related expenses of $15.3 million, and included in the fourth quarter was acquisition-related expenses of $5.4 million. Adjusting for these items, the first quarter adjusted non-interest expense increased $14.5 million to $81.5 million, primarily due to an increase in core operating expenses driven by growth from our recent acquisition. The fully taxable equivalent efficiency ratio totaled 75.1%, compared to 70.6%. The fully taxable equivalent adjusted efficiency ratio improved ten basis points to 61.3%.

Income tax expense totaled $5.2 million, compared to $3.1 million in the previous quarter, driven by higher pre-tax income. The effective tax rate was 19.9%.

2

​

​

Capital

Common book value per share increased $0.58 to $37.25 at March 31, 2026, compared to December 31, 2025. Tangible book value per share totaled $26.01, compared to $27.80 at December 31, 2025, decreasing as a result of capital deployed for the Vista acquisition and share buybacks.

As reported earlier this quarter, the Company’s Board of Directors authorized a new stock repurchase program under which the Company may repurchase up to $100.0 million of its common stock. NBHC executed $16.1 million of share buybacks in the first quarter as part of its ongoing capital strategy. Capital ratios continue to be well in excess of federal bank regulatory agency “well capitalized” thresholds. The tier 1 leverage ratio totaled 10.45%, and the common equity tier 1 capital ratio totaled 12.51% at March 31, 2026. Shareholders’ equity increased $279.8 million to $1.7 billion at March 31, 2026, compared to December 31, 2025, primarily due to the issuance of stock for the Vista acquisition.

Year-Over-Year Review

(All comparisons refer to the first quarter of 2025, except as noted)

​

Adjusted net income increased $8.4 million, or 34.6%, to $32.6 million, or $0.72 per diluted share. Adjusted, the fully taxable equivalent pre-provision net revenue increased $5.5 million, or 13.1%, to $47.5 million. The adjusted return on average tangible assets increased 11 basis points to 1.20%, and the adjusted return on average tangible common equity increased 115 basis points to 11.79%.

Fully taxable equivalent net interest income increased $22.4 million, or 25.3%, to $111.0 million. Average earning assets increased $1.9 billion, or 21.3%, including an increase in average loans of $1.6 billion driven by the Vista acquisition. The fully taxable equivalent net interest margin expanded 13 basis points to 4.06%, driven by a five basis point increase in earning asset yields and a nine basis point improvement in the cost of funds.

Loans outstanding increased $2.0 billion, or 25.7%, to $9.6 billion. New loan fundings over the trailing twelve months totaled $2.1 billion, led by commercial fundings of $1.4 billion.

The Company recorded $4.0 million of provision expense for credit losses, compared to $10.2 million in the first quarter of 2025. Net charge-offs totaled 0.34% of average total loans, compared to 0.80%. Non-performing loans improved 14 basis points to 0.31% of total loans at March 31, 2026, and non-performing assets improved 11 basis points to 0.35% of total loans and OREO at March 31, 2026. The allowance for credit losses as a percentage of loans totaled 1.18% at March 31, 2026, consistent with March 31, 2025.

Average deposits increased $1.9 billion to $10.1 billion, and average transaction deposits increased $1.6 billion to $8.8 billion compared to the first quarter of 2025. The mix of transaction deposits to total deposits increased 19 basis points to 87.6% at March 31, 2026.

Non-interest income increased $2.6 million, or 16.9%, to $18.0 million primarily driven by increases in our diversified sources of fee income including swap fee income, Cambr fee income, and trust income.

Non-interest expense totaled $96.8 million, which included $15.3 million of acquisition and restructuring expenses, compared to non-interest expense of $62.0 million in the first quarter of 2025. Excluding these items, the current quarter adjusted non-interest expense totaled $81.5 million, increasing from the first quarter of 2025 primarily due to growth from our recent acquisition. Occupancy and equipment expense increased $5.0 million primarily driven by the 2UniFi capitalized asset depreciation in connection with the launch of 2UniFi in the third quarter of 2025. The fully taxable equivalent adjusted efficiency ratio totaled 61.3%, compared to 57.7% in the first quarter of 2025.

Income tax expense totaled $5.2 million, compared to $5.6 million in the first quarter of 2025, and the effective tax rate was 19.9%, compared to 18.8% in the prior year.

3

​

​

Conference Call

Management will host a conference call to review the results at 11:00 a.m. Eastern Time on Wednesday, April 22, 2026. The call may also include discussion of company developments, forward-looking statements and other material information about business and financial matters. Interested parties may listen to this call by dialing (800) 330-6710 using the participant passcode of 5153785 and asking for the NBHC Q1 2026 Earnings Call. The earnings release and a link to the replay of the call will be available on the Company’s website at www.nationalbankholdings.com by visiting the investor relations area.

​

About National Bank Holdings Corporation

National Bank Holdings Corporation is a bank holding company created to build a leading community bank franchise, delivering high quality client service and committed to stakeholder results. Through its bank subsidiaries, NBH Bank and Bank of Jackson Hole Trust, National Bank Holdings Corporation operates a network of over 100 banking centers, serving individual consumers, small, medium and large businesses, and government and non-profit entities. Its banking centers are located in its core footprint of Colorado, the greater Kansas City region, Texas, Utah, Wyoming, New Mexico, Idaho, and Palm Beach, Florida. Its comprehensive residential mortgage banking group primarily serves the bank’s core footprint. Its trust and wealth management business is operated in its core footprint under the Bank of Jackson Hole Trust charter. NBH Bank operates under a single state charter through the following brand names as divisions of NBH Bank: in Colorado, Community Banks of Colorado and Community Banks Mortgage; in Kansas and Missouri, Bank Midwest and Bank Midwest Mortgage; in Texas, Vista Bank and Hillcrest Bank; in Utah, New Mexico and Idaho, Hillcrest Bank and Hillcrest Bank Mortgage; in Palm Beach, Florida, Vista Bank; and in Wyoming, Bank of Jackson Hole and Bank of Jackson Hole Mortgage. Additional information about National Bank Holdings Corporation can be found at www.nationalbankholdings.com.

​

For more information visit: cobnks.com, bankmw.com, hillcrestbank.com, bankofjacksonhole.com, vistabank.com, or nbhbank.com, or connect with any of our brands on LinkedIn.

​

About Non-GAAP Financial Measures

Certain financial measures and ratios we present are supplemental measures that are not required by, or are not presented in accordance with, U.S. generally accepted accounting principles (GAAP). We refer to these financial measures and ratios as “non-GAAP financial measures.” We consider the use of select non-GAAP financial measures and ratios to be useful for financial and operational decision making and useful in evaluating period-to-period comparisons. We believe that these non-GAAP financial measures provide meaningful supplemental information regarding our performance by excluding certain expenditures or assets that we believe are not indicative of our primary business operating results. We believe that management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting, analyzing and comparing past, present and future periods.

​

These non-GAAP financial measures should not be considered a substitute for financial information presented in accordance with GAAP and you should not rely on non-GAAP financial measures alone as measures of our performance. The non-GAAP financial measures we present may differ from non-GAAP financial measures used by our peers or other companies. We compensate for these differences by providing the equivalent GAAP measures whenever we present the non-GAAP financial measures and by including a reconciliation of the impact of the components adjusted for in the non-GAAP financial measure so that both measures and the individual components may be considered when analyzing our performance. A reconciliation of non-GAAP financial measures to the comparable GAAP financial measures is included at the end of the financial statement tables.

​

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements do not discuss historical facts but instead relate to expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance. Forward-looking statements are generally identified by words such as “anticipate,” “believe,” “can,” “would,” “should,” “could,” “may,” “predict,” “seek,” “potential,” “will,” “estimate,” “target,” “plan,” “projected,” “continuing,” “ongoing,” “expect,” “intend,” “goal,” “focus,” “maintains,” “future,” “ultimately,” “likely,” “ensure,” “strategy,” “objective,” and similar words or phrases. These statements are only predictions and involve estimates, known and unknown risks,

4

​

​

assumptions and uncertainties. We have based these statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, liquidity, results of operations, business strategy and growth prospects. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements due to a number of factors, including, but not limited to, business and economic conditions along with external events, both generally and in the financial services industry; susceptibility to credit risk and fluctuations in the value of real estate and other collateral securing a significant portion of our loan portfolio, including with regards to real estate acquired through foreclosure, and the accuracy of appraisals related to such real estate; changes impacting monetary supply and the businesses of our clients and counterparties, including levels of market interest rates, inflation, currency values, monetary, fiscal, and international trade policy, and the volatility of trading markets; our ability to maintain sufficient liquidity to meet the requirements of deposit withdrawals and other business needs; our desire to raise additional capital in connection with strategic growth initiatives and our ability to access the capital markets when desired or on favorable terms; changes in the fair value of our investment securities can fluctuate due to market conditions outside of our control; our investments in financial technology companies and initiatives may subject us to material financial, reputational and strategic risks; the allowance for credit losses and fair value adjustments may be insufficient to absorb losses in our loan portfolio; any service interruptions, cyber incidents or other breaches relating to our technology systems, security systems or infrastructure or those of our third-party providers; the occurrence of fraud or other financial crimes within our business; competition from other financial services providers, including traditional financial institutions and financial technology companies, and the effects of disintermediation within the banking business including consolidation within the industry; changes to federal government lending programs like the Small Business Administration’s Preferred Lender Program and the Federal Housing Administration’s insurance programs, including the impact of changes in regulations, budget appropriations and a prolonged government shutdown on such programs; impairment of our mortgage servicing rights, disruption in the secondary market for mortgage loans, declines in real estate values, or being required to repurchase mortgage loans or reimburse investors; claims and litigation related to our fiduciary responsibilities in connection with our trust and wealth business; our ability to manage and execute our organic growth and acquisition strategies, including our ability to realize the expected benefits of our acquisition strategies; developments in technology, such as artificial intelligence, the success of our digital growth strategy, and our ability to incorporate innovative technologies in our business and provide products and services that satisfy our clients’ expectations for convenience and security; our ability to integrate Vista Bank into our business may be more difficult, costly or time consuming than expected and we may fail to realize the anticipated benefits or cost savings of the merger; failure to obtain regulatory approvals or consummate attractive acquisitions or continue to increase organic loan growth would restrict our growth plans; the accuracy of projected operating results for assets and businesses we acquire as well as our ability to drive organic loan growth to replace loans in our existing portfolio with comparable loans as loans are paid down; our ability to comply with and manage costs related to extensive and potentially expanding government regulation and supervision, including current and future regulations affecting bank holding companies and depository institutions; our inability to execute our capital allocation strategy, including paying dividends or repurchasing shares, is subject to regulatory limitations; the application of any increased assessment rates imposed by the Federal Deposit Insurance Corporation; claims or legal action brought against us by third parties or government agencies; the loss of our executive officers and key personnel; changes to federal, state and local laws and regulations along with executive orders applicable to our business, including tax laws; and other factors, risks, trends and uncertainties described elsewhere in our other filings with the Securities and Exchange Commission. The forward-looking statements are made as of the date of this press release, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events or circumstances, except as required by applicable law.

​

5

​

​

Contacts:

Analysts/Institutional Investors:

Emily Gooden, Chief Accounting Officer and Investor Relations Director, (720) 554-6640, ir@nationalbankholdings.com

Nicole Van Denabeele, Chief Financial Officer, (720) 529-3370, ir@nationalbankholdings.com

​

Media:

Dave Coons, SVP, Associate Director of Corporate Communications and Marketing, (816) 298-2214, dave.coons@nbhbank.com

6

​

​

NATIONAL BANK HOLDINGS CORPORATION

FINANCIAL SUMMARY

Consolidated Statements of Operations (Unaudited)

(Dollars in thousands, except share and per share data)

​

​

​

​

​

​

​

​

​

​

​

For the three months ended

​

March 31,

​ ​ ​

December 31,

​ ​ ​

March 31,

​

2026

​

2025

​

2025

Total interest and dividend income

$

159,151

​

$

126,353

​

$

129,963

Total interest expense

50,349

​

40,148

​

43,272

Net interest income

108,802

​

86,205

​

86,691

Taxable equivalent adjustment

​

2,182

​

​

2,059

​

​

1,910

Net interest income FTE(1)

​

110,984

​

​

88,264

​

​

88,601

Provision expense for credit losses

4,000

​

9,100

​

10,200

Net interest income after provision for credit losses FTE(1)

106,984

​

79,164

​

78,401

Non-interest income:

​

​

​

​

​

​

​

​

Service charges

4,192

​

4,109

​

4,118

Bank card fees

4,334

​

4,390

​

4,194

Mortgage banking income

2,742

​

2,328

​

3,315

Other non-interest income

6,465

​

6,954

​

3,749

Gain (loss) on security sales

​

246

​

​

(3,348)

​

​

—

Total non-interest income

17,979

​

14,433

​

15,376

Non-interest expense:

​

​

​

​

​

​

​

​

Salaries and benefits

56,970

​

38,447

​

34,362

Occupancy and equipment

​

15,834

​

​

13,173

​

​

10,837

Professional fees

2,232

​

6,175

​

1,423

Data processing

​

7,653

​

​

4,653

​

​

4,401

Other non-interest expense

11,684

​

8,054

​

9,017

Other intangible assets amortization

​

2,464

​

​

1,946

​

​

1,977

Total non-interest expense

​

96,837

​

72,448

​

62,017

​

​

​

​

​

​

​

​

​

Income before income taxes FTE(1)

28,126

​

21,149

​

31,760

Taxable equivalent adjustment

​

2,182

​

​

2,059

​

​

1,910

Income before income taxes

​

25,944

​

​

19,090

​

​

29,850

Income tax expense

5,151

​

3,054

​

5,619

Net income

$

20,793

​

$

16,036

​

$

24,231

Earnings per share - basic

$

0.46

​

$

0.42

​

$

0.63

Earnings per share - diluted

​

0.46

​

​

0.42

​

​

0.63

Common stock dividend

​

0.32

​

​

0.31

​

​

0.29

​

​

​

(1)

​ ​ ​

Net interest income is presented on a GAAP basis and fully taxable equivalent (FTE) basis, as the Company believes this non-GAAP measure is the preferred industry measurement for this item. The FTE adjustment is for the tax benefit on certain tax exempt loans using the federal tax rate of 21% for each period presented.

​

​

​

7

​

​

NATIONAL BANK HOLDINGS CORPORATION

Consolidated Statements of Financial Condition (Unaudited)

(Dollars in thousands, except share and per share data)

​

​

​

​

​

​

​

​

​

​

​

March 31, 2026

​

December 31, 2025

​

March 31, 2025

ASSETS

​

​

​

​

​

​

​

​

Cash and cash equivalents

$

472,791

​

$

417,058

​

$

246,298

Investment securities available-for-sale

605,167

​

528,639

​

634,376

Investment securities held-to-maturity

757,350

​

651,732

​

706,912

Other securities

90,457

​

80,634

​

76,203

Loans

9,611,486

​

7,433,356

​

7,646,296

Allowance for credit losses

(113,477)

​

(87,415)

​

(90,192)

Loans, net

9,498,009

​

7,345,941

​

7,556,104

Loans held for sale

24,905

​

25,695

​

11,885

Other real estate owned

3,821

​

1,674

​

615

Premises and equipment, net

235,666

​

214,554

​

204,567

Goodwill

454,672

​

306,043

​

306,043

Intangible assets, net

67,375

​

48,337

​

54,489

Other assets

404,195

​

263,211

​

301,378

Total assets

$

12,614,408

​

$

9,883,518

​

$

10,098,870

LIABILITIES AND SHAREHOLDERS' EQUITY

​

​

​

​

​

​

​

​

Liabilities:

​

​

​

​

​

​

​

​

Non-interest bearing demand deposits

$

2,573,213

​

$

2,204,241

​

$

2,215,313

Interest bearing demand deposits

1,546,569

​

1,237,006

​

1,337,905

Savings and money market

5,044,181

​

3,701,616

​

3,812,312

Total transaction deposits

9,163,963

​

7,142,863

​

7,365,530

Time deposits

1,294,881

​

1,149,771

​

1,058,677

Total deposits

10,458,844

​

8,292,634

​

8,424,207

Securities sold under agreements to repurchase

16,991

​

17,350

​

20,749

Long-term debt

202,138

​

54,540

​

54,588

Federal Home Loan Bank advances

—

​

—

​

80,000

Other liabilities

271,560

​

133,880

​

190,018

Total liabilities

10,949,533

​

8,498,404

​

8,769,562

Shareholders' equity:

​

​

​

​

​

​

​

​

Common stock

588

​

515

​

515

Additional paid in capital

1,454,100

​

1,171,581

​

1,168,433

Retained earnings

578,522

​

572,461

​

521,939

Treasury stock

(320,269)

​

(315,397)

​

(301,531)

Accumulated other comprehensive loss, net of tax

(48,066)

​

(44,046)

​

(60,048)

Total shareholders' equity

1,664,875

​

1,385,114

​

1,329,308

Total liabilities and shareholders' equity

$

12,614,408

​

$

9,883,518

​

$

10,098,870

SHARE DATA

​

​

​

​

​

​

​

​

Average basic shares outstanding

44,439,788

​

37,803,728

​

38,068,455

Average diluted shares outstanding

44,610,511

​

37,922,557

​

38,229,869

Ending shares outstanding

44,692,472

​

37,772,516

​

38,094,105

Common book value per share

$

37.25

​

$

36.67

​

$

34.90

Tangible book value per share (non-GAAP)(1)

​

26.01

​

​

27.80

​

​

25.94

CAPITAL RATIOS

​

​

​

​

​

​

​

​

Average equity to average assets

​

13.84%

​

​

14.21%

​

​

13.35%

Tangible common equity to tangible assets(1)

​

9.60%

​

​

11.00%

​

​

10.13%

Tier 1 leverage ratio

​

10.45%

​

​

11.56%

​

​

10.89%

Common equity tier 1 risk-based capital ratio

​

12.51%

​

​

14.89%

​

​

13.61%

Tier 1 risk-based capital ratio

​

12.51%

​

​

14.89%

​

​

13.61%

Total risk-based capital ratio

​

15.78%

​

​

16.82%

​

​

15.49%

​

​

​

(1)

​ ​ ​

Represents a non-GAAP financial measure. See “Non-GAAP Financial Measures and Reconciliations” starting on page 14.

​

​

8

​

​

NATIONAL BANK HOLDINGS CORPORATION

Loan Portfolio

(Dollars in thousands)

​

Period End Loan Balances by Type

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

March 31, 2026

​

​

​

March 31, 2026

​

​

​

​

​

vs. December 31, 2025

​

​

​

vs. March 31, 2025

​

March 31, 2026

​

December 31, 2025

​

% Change

​

March 31, 2025

​

% Change

Originated:

​

​

​

​

​

​

​

​

​

​

​

​

Commercial:

​

​

​

​

​

​

​

​

​

​

​

​

Commercial and industrial

$

2,073,442

​

$

1,948,332

​

6.4%

​

$

1,871,301

​

10.8%

Municipal and non-profit

​

1,290,778

​

​

1,273,508

​

1.4%

​

​

1,116,724

​

15.6%

Owner-occupied commercial real estate

​

892,378

​

​

950,269

​

(6.1)%

​

​

1,026,692

​

(13.1)%

Food and agribusiness

​

185,368

​

​

208,009

​

(10.9)%

​

​

251,120

​

(26.2)%

Total commercial

​

4,441,966

​

​

4,380,118

​

1.4%

​

​

4,265,837

​

4.1%

Commercial real estate non-owner occupied

​

1,189,200

​

​

1,030,069

​

15.4%

​

​

1,136,176

​

4.7%

Residential real estate

​

974,316

​

​

927,663

​

5.0%

​

​

915,139

​

6.5%

Consumer

​

13,340

​

​

12,771

​

4.5%

​

​

11,955

​

11.6%

Total originated

​

6,618,822

​

​

6,350,621

​

4.2%

​

​

6,329,107

​

4.6%

​

​

​

​

​

​

​

​

​

​

​

​

​

Acquired:

​

​

​

​

​

​

​

​

​

​

​

​

Commercial:

​

​

​

​

​

​

​

​

​

​

​

​

Commercial and industrial

​

688,955

​

​

89,373

​

670.9%

​

​

105,493

​

553.1%

Municipal and non-profit

​

246

​

​

253

​

(2.8)%

​

​

271

​

(9.2)%

Owner-occupied commercial real estate

​

399,285

​

​

178,348

​

123.9%

​

​

198,339

​

101.3%

Food and agribusiness

​

46,295

​

​

20,061

​

130.8%

​

​

33,831

​

36.8%

Total commercial

​

1,134,781

​

​

288,035

​

294.0%

​

​

337,934

​

235.8%

Commercial real estate non-owner occupied

​

1,350,322

​

​

552,359

​

144.5%

​

​

659,680

​

104.7%

Residential real estate

​

506,257

​

​

242,036

​

109.2%

​

​

318,510

​

58.9%

Consumer

​

1,304

​

​

305

​

327.5%

​

​

1,065

​

22.4%

Total acquired

​

2,992,664

​

​

1,082,735

​

176.4%

​

​

1,317,189

​

127.2%

Total loans

$

9,611,486

​

$

7,433,356

​

29.3%

​

$

7,646,296

​

25.7%

​

Loan Fundings(1)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

First quarter

​

Fourth quarter

​

Third quarter

​

Second quarter

​

First quarter

​

2026

​

2025

​

2025

​

2025

​

2025

Commercial:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Commercial and industrial

$

346,250

​

$

237,813

​

$

159,250

​

$

133,402

​

$

108,594

Municipal and non-profit

​

45,000

​

​

119,918

​

​

81,418

​

​

34,393

​

​

12,506

Owner occupied commercial real estate

49,556

​

66,798

​

42,362

​

47,233

​

37,762

Food and agribusiness

5,697

​

4,437

​

5,015

​

4,576

​

1,338

Total commercial

​

446,503

​

​

428,966

​

​

288,045

​

​

219,604

​

​

160,200

Commercial real estate non-owner occupied

268,021

​

96,482

​

81,136

​

56,770

​

65,254

Residential real estate

89,375

​

64,161

​

49,877

​

44,470

​

29,300

Consumer

1,583

​

1,399

​

2,142

​

1,823

​

970

Total

$

805,482

​

$

591,008

​

$

421,200

​

$

322,667

​

$

255,724

​

​

​

(1)

​ ​ ​

Loan fundings are defined as closed end funded loans and net fundings under revolving lines of credit. Net fundings (paydowns) under revolving lines of credit were $65,273, $95,774, ($1,591), $15,490 and $21,752 for the periods noted in the table above, respectively.

​

​

9

​

​

NATIONAL BANK HOLDINGS CORPORATION

Summary of Net Interest Margin

(Dollars in thousands)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the three months ended

​

For the three months ended

​

For the three months ended

​

​

March 31, 2026

​

December 31, 2025

​

March 31, 2025

​

​

Average

​ ​ ​

​ ​ ​

​

​

Average

​ ​ ​

Average

​ ​ ​

​ ​ ​

​

​

Average

​ ​ ​

Average

​ ​ ​

​ ​ ​

​

​

Average

​

​

balance

​

Interest

​

rate

​

balance

​

Interest

​

rate

​

balance

​

Interest

​

rate

Interest earning assets:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Originated loans FTE(1)(2)

​

$

6,324,783

​

$

97,058

​

​

6.22%

​

$

6,231,548

​

$

98,545

​

​

6.27%

​

$

6,335,931

​

$

102,221

​

​

6.54%

Acquired loans

​

2,948,300

​

49,815

​

​

6.85%

​

1,128,992

​

17,227

​

​

6.05%

​

1,351,726

​

​

19,547

​

​

5.86%

Loans held for sale

​

​

18,556

​

​

284

​

​

6.21%

​

​

21,166

​

​

335

​

​

6.28%

​

​

19,756

​

​

349

​

​

7.16%

Investment securities available-for-sale

​

694,048

​

5,001

​

​

2.88%

​

640,239

​

4,281

​

​

2.67%

​

716,938

​

​

4,617

​

​

2.58%

Investment securities held-to-maturity

​

691,109

​

5,150

​

​

2.98%

​

673,344

​

4,909

​

​

2.92%

​

635,961

​

​

4,120

​

​

2.59%

Other securities

​

37,111

​

516

​

​

5.56%

​

31,110

​

368

​

​

4.73%

​

31,386

​

​

480

​

​

6.12%

Interest earning deposits

​

375,473

​

3,509

​

​

3.79%

​

272,509

​

2,747

​

​

4.00%

​

48,206

​

​

539

​

​

4.53%

Total interest earning assets FTE(2)

​

$

11,089,380

​

$

161,333

​

​

5.90%

​

$

8,998,908

​

$

128,412

​

​

5.66%

​

$

9,139,904

​

$

131,873

​

​

5.85%

Cash and due from banks

​

$

99,579

​

​

​

​

​

​

​

$

76,466

​

​

​

​

​

​

​

$

77,237

​

​

​

​

​

​

Other assets

​

1,040,484

​

​

​

​

​

​

​

809,541

​

​

​

​

​

​

​

794,374

​

​

​

​

​

​

Allowance for credit losses

​

(97,098)

​

​

​

​

​

​

​

(87,862)

​

​

​

​

​

​

​

(95,492)

​

​

​

​

​

​

Total assets

​

$

12,132,345

​

​

​

​

​

​

​

$

9,797,053

​

​

​

​

​

​

​

$

9,916,023

​

​

​

​

​

​

Interest bearing liabilities:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest bearing demand, savings and money market deposits

​

$

6,321,115

​

$

37,187

​

​

2.39%

​

$

4,848,541

​

$

29,156

​

​

2.39%

​

$

5,027,052

​

$

32,511

​

​

2.62%

Time deposits

​

1,329,219

​

11,182

​

​

3.41%

​

1,154,614

​

10,272

​

​

3.53%

​

1,035,983

​

​

8,756

​

​

3.43%

Federal Home Loan Bank advances

​

8,333

​

152

​

​

7.40%

​

217

​

2

​

​

3.66%

​

107,151

​

​

1,105

​

​

4.18%

Other borrowings(3)

​

29,978

​

124

​

​

1.68%

​

29,602

​

200

​

​

2.68%

​

50,277

​

​

382

​

​

3.08%

Long-term debt

​

​

135,277

​

​

1,704

​

​

5.11%

​

​

54,720

​

518

​

​

3.76%

​

​

54,539

​

​

518

​

​

3.85%

Total interest bearing liabilities

​

$

7,823,922

​

$

50,349

​

​

2.61%

​

$

6,087,694

​

$

40,148

​

​

2.62%

​

$

6,275,002

​

$

43,272

​

​

2.80%

Demand deposits

​

$

2,477,131

​

​

​

​

​

​

​

$

2,151,701

​

​

​

​

​

​

​

$

2,197,300

​

​

​

​

​

​

Other liabilities

​

152,030

​

​

​

​

​

​

​

165,095

​

​

​

​

​

​

​

119,806

​

​

​

​

​

​

Total liabilities

​

10,453,083

​

​

​

​

​

​

​

8,404,490

​

​

​

​

​

​

​

8,592,108

​

​

​

​

​

​

Shareholders' equity

​

1,679,262

​

​

​

​

​

​

​

1,392,563

​

​

​

​

​

​

​

1,323,915

​

​

​

​

​

​

Total liabilities and shareholders' equity

​

$

12,132,345

​

​

​

​

​

​

​

$

9,797,053

​

​

​

​

​

​

​

$

9,916,023

​

​

​

​

​

​

Net interest income FTE(2)

​

​

​

​

$

110,984

​

​

​

​

​

​

​

$

88,264

​

​

​

​

​

​

​

$

88,601

​

​

​

Interest rate spread FTE(2)

​

​

​

​

​

​

​

​

3.29%

​

​

​

​

​

​

​

​

3.04%

​

​

​

​

​

​

​

​

3.05%

Net interest earning assets

​

$

3,265,458

​

​

​

​

​

​

​

$

2,911,214

​

​

​

​

​

​

​

$

2,864,902

​

​

​

​

​

​

Net interest margin FTE(2)

​

​

​

​

​

​

​

​

4.06%

​

​

​

​

​

​

​

​

3.89%

​

​

​

​

​

​

​

​

3.93%

Average transaction deposits

​

$

8,798,246

​

​

​

​

​

​

​

$

7,000,242

​

​

​

​

​

​

​

$

7,224,352

​

​

​

​

​

​

Average total deposits

​

​

10,127,465

​

​

​

​

​

​

​

​

8,154,856

​

​

​

​

​

​

​

​

8,260,335

​

​

​

​

​

​

Ratio of average interest earning assets to average interest bearing liabilities

​

​

141.74%

​

​

​

​

​

​

​

​

147.82%

​

​

​

​

​

​

​

​

145.66%

​

​

​

​

​

​

​

​

​

(1)

​ ​ ​

Originated loans are net of deferred loan fees, less costs, which are included in interest income over the life of the loan.

(2)

​ ​ ​

Presented on a fully taxable equivalent basis using the statutory tax rate of 21%. The tax equivalent adjustments included above are $2,182, $2,059 and $1,910 for the three months ended March 31, 2026, December 31, 2025 and March 31, 2025, respectively.

(3)

​ ​ ​

Other borrowings includes securities sold under agreements to repurchase and cash collateral received from counterparties in connection with derivative swap agreements.

​

​

10

​

​

​

​

​

​

NATIONAL BANK HOLDINGS CORPORATION

Allowance for Credit Losses and Asset Quality

(Dollars in thousands)

​

Allowance for Credit Losses Analysis

​

​

​

​

​

​

​

​

​

​

​

As of and for the three months ended

​

March 31, 2026

​

December 31, 2025

​

March 31, 2025

Beginning allowance for credit losses

$

87,415

​

$

88,280

​

$

94,455

Allowance for credit loss at acquisition

​

29,462

​

​

—

​

​

—

Charge-offs

(7,757)

​

(10,435)

​

​

(15,251)

Recoveries

​

57

​

​

470

​

​

138

Provision expense for credit losses on loans

4,300

​

9,100

​

10,850

Ending allowance for credit losses ("ACL")

$

113,477

​

$

87,415

​

$

90,192

Ratio of annualized net charge-offs (recoveries) to average total loans during the period

​

0.34%

​

​

0.54%

​

​

0.80%

Ratio of ACL to total loans outstanding at period end

​

1.18%

​

​

1.18%

​

​

1.18%

Ratio of ACL to total non-performing loans at period end

​

378.38%

​

​

350.90%

​

​

260.52%

Total loans

$

9,611,486

​

$

7,433,356

​

$

7,646,296

Average total loans during the period

​

9,255,883

​

​

7,343,580

​

​

7,660,974

Total non-performing loans

​

29,990

​

​

24,912

​

​

34,620

​

Past Due and Non-accrual Loans

​

​

​

​

​

​

​

​

​

​

​

March 31, 2026

​

December 31, 2025

​

March 31, 2025

Loans 90 days past due and still accruing interest

$

26,858

​

$

15,417

​

$

1,012

Non-accrual loans

29,990

​

24,912

​

34,620

Total past due and non-accrual loans

$

56,848

​

$

40,329

​

$

35,632

Total 90 days past due and still accruing interest and non-accrual loans to total loans

​

0.59%

​

​

0.54%

​

​

0.47%

​

​

​

​

​

​

​

​

​

Loans 30-89 days past due and still accruing interest

$

21,624

​

$

11,961

​

$

17,003

​

​

​

​

​

​

​

​

Asset Quality Data

​

​

​

​

​

​

​

​

​

​

​

March 31, 2026

​

December 31, 2025

​

March 31, 2025

Non-performing loans

$

29,990

​

$

24,912

​

$

34,620

OREO

3,821

​

1,674

​

615

Total non-performing assets

$

33,811

​

$

26,586

​

$

35,235

Total non-performing loans to total loans

​

0.31%

​

​

0.34%

​

​

0.45%

Total non-performing assets to total loans and OREO

​

0.35%

​

​

0.36%

​

​

0.46%

​

​

​

​

11

​

​

​

NATIONAL BANK HOLDINGS CORPORATION

Key Metrics(1)

​

​

​

​

​

​

​

​

​

​

​

As of and for the three months ended

​

March 31,

​

December 31,

​

March 31,

​

2026

​

2025

​

2025

Return on average assets

​

0.70%

​

​

0.65%

​

​

0.99%

Return on average tangible assets(2)

​

0.79%

​

​

0.73%

​

​

1.09%

Adjusted return on average tangible assets(2)

​

1.20%

​

​

1.02%

​

​

1.09%

Return on average equity

​

5.02%

​

​

4.57%

​

​

7.42%

Return on average tangible common equity(2)

​

7.75%

​

​

6.58%

​

​

10.64%

Adjusted return on average tangible common equity(2)

​

11.79%

​

​

9.10%

​

​

10.64%

Loan to deposit ratio (end of period)

​

91.90%

​

​

89.64%

​

​

90.77%

Non-interest bearing deposits to total deposits (end of period)

​

24.60%

​

​

26.58%

​

​

26.30%

Net interest margin(3)

​

3.98%

​

​

3.80%

​

​

3.85%

Net interest margin FTE(3)(4)

​

4.06%

​

​

3.89%

​

​

3.93%

Interest rate spread FTE(4)(5)

​

3.29%

​

​

3.04%

​

​

3.05%

Yield on earning assets(6)

​

5.82%

​

​

5.57%

​

​

5.77%

Yield on earning assets FTE(4)(6)

​

5.90%

​

​

5.66%

​

​

5.58%

Cost of funds

​

1.98%

​

​

1.93%

​

​

2.07%

Cost of deposits

​

1.94%

​

​

1.92%

​

​

2.03%

Non-interest income to total revenue FTE(4)(7)

​

13.94%

​

​

14.05%

​

​

14.79%

Efficiency ratio FTE(4)

​

75.09%

​

​

70.55%

​

​

59.64%

Adjusted efficiency ratio FTE(2)(4)

​

61.28%

​

​

61.38%

​

​

57.74%

Pre-provision net revenue FTE(2)(4)

​

32,126

​

​

30,249

​

​

41,960

Adjusted pre-provision net revenue FTE(2)(4)

​

47,475

​

​

39,009

​

​

41,960

​

​

​

​

​

​

​

​

​

Total Loans Asset Quality Data(8)(9)

​

​

​

​

​

​

​

​

Non-performing loans to total loans

​

0.31%

​

​

0.34%

​

​

0.45%

Non-performing assets to total loans and OREO

​

0.35%

​

​

0.36%

​

​

0.46%

Allowance for credit losses to total loans

​

1.18%

​

​

1.18%

​

​

1.18%

Allowance for credit losses to non-performing loans

​

378.38%

​

​

350.90%

​

​

260.52%

Net charge-offs (recoveries) to average loans

​

0.34%

​

​

0.54%

​

​

0.80%

​

​

​

(1)

​ ​ ​

Ratios are annualized.

(2)

​ ​ ​

Ratio represents non-GAAP financial measure. See “Non-GAAP Financial Measures and Reconciliations” starting on page 14.

(3)

​

Net interest margin represents net interest income, including accretion income on interest earning assets, as a percentage of average interest earning assets.

(4)

​

Presented on a fully taxable equivalent basis using the statutory tax rate of 21%. The tax equivalent adjustments included above are $2,182, $2,059 and $1,910 for the three months ended March 31, 2026, December 31, 2025 and March 31, 2025, respectively.

(5)

​ ​ ​

Interest rate spread represents the difference between the weighted average yield on interest earning assets, including FTE income, and the weighted average cost of interest bearing liabilities. Ratio represents a non-GAAP financial measure.

(6)

​

Interest earning assets include assets that earn interest/accretion or dividends. Any market value adjustments on investment securities or loans are excluded from interest earning assets.

(7)

​

Non-interest income to total revenue represents non-interest income divided by the sum of net interest income FTE and non-interest income.

(8)

​

Non-performing loans consist of non-accruing loans.

(9)

​

Total loans are net of unearned discounts and fees.

​

​

​

12

​

​

​

​

NATIONAL BANK HOLDINGS CORPORATION

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS

(Dollars in thousands, except share and per share data)

​

Tangible Book Value Ratios

​

​

​

​

​

​

​

​

​

​

​

​

​

March 31, 2026

​

December 31, 2025

​ ​ ​

March 31, 2025

Total shareholders' equity

​

$

1,664,875

​

$

1,385,114

​

$

1,329,308

Less: goodwill and other intangible assets, net

​

(516,672)

​

(348,961)

​

(354,800)

Add: deferred tax liability related to goodwill

​

14,050

​

13,947

​

13,638

Tangible common equity (non-GAAP)

​

$

1,162,253

​

$

1,050,100

​

$

988,146

​

​

​

​

​

​

​

​

​

​

Total assets

​

$

12,614,408

​

$

9,883,518

​

$

10,098,870

Less: goodwill and other intangible assets, net

​

(516,672)

​

(348,961)

​

(354,800)

Add: deferred tax liability related to goodwill

​

14,050

​

13,947

​

13,638

Tangible assets (non-GAAP)

​

$

12,111,786

​

$

9,548,504

​

$

9,757,708

​

​

​

​

​

​

​

​

​

​

Tangible common equity to tangible assets calculations:

​

​

​

​

​

​

​

​

​

Total shareholders' equity to total assets

​

​

13.20%

​

​

14.01%

​

​

13.16%

Less: impact of goodwill and other intangible assets, net

​

​

(3.60)%

​

​

(3.01)%

​

​

(3.03)%

Tangible common equity to tangible assets (non-GAAP)

​

​

9.60%

​

​

11.00%

​

​

10.13%

​

​

​

​

​

​

​

​

​

​

Tangible book value per share calculations:

​

​

​

​

​

​

​

​

​

Tangible common equity (non-GAAP)

​

$

1,162,253

​

$

1,050,100

​

$

988,146

Divided by: ending shares outstanding

​

44,692,472

​

37,772,516

​

38,094,105

Tangible book value per share (non-GAAP)

​

$

26.01

​

$

27.80

​

$

25.94

​

13

​

​

NATIONAL BANK HOLDINGS CORPORATION

(Dollars in thousands, except share and per share data)

Return on Average Tangible Assets and Return on Average Tangible Equity

​

​

​

​

​

​

​

​

​

​

​

​

​

As of and for the three months ended

​

​

March 31,

​ ​ ​

December 31,

​ ​ ​

March 31,

​

​

2026

​ ​ ​

2025

​ ​ ​

2025

Net income

​

$

20,793

​

$

16,036

​

$

24,231

Add: adjustments, after tax (non-GAAP)(1)

​

11,814

​

6,712

​

—

Adjusted net income (non-GAAP)(1)

​

$

32,607

​

$

22,748

​

$

24,231

​

​

​

​

​

​

​

​

​

​

Net income

​

$

20,793

​

$

16,036

​

$

24,231

Add: impact of other intangible assets amortization expense, after tax (non-GAAP)

​

1,897

​

1,491

​

1,516

Net income excluding the impact of other intangible assets amortization expense, after tax (non-GAAP)

​

$

22,690

​

$

17,527

​

$

25,747

​

​

​

​

​

​

​

​

​

​

Net income excluding the impact of other intangible assets amortization expense, after tax (non-GAAP)

​

$

22,690

​

$

17,527

​

$

25,747

Add: adjustments, after tax (non-GAAP)(1)

​

​

11,814

​

​

6,712

​

​

—

Net income excluding the impact of other intangible assets amortization expense, adjusted for acquisition-related expenses, restructuring expenses and loss on security sales, after tax (non-GAAP)(1)

​

$

34,504

​

$

24,239

​

$

25,747

​

​

​

​

​

​

​

​

​

​

Average assets

​

$

12,132,345

​

$

9,797,053

​

$

9,916,023

Less: average goodwill and other intangible assets, net of deferred tax liability related to goodwill (non-GAAP)

​

(492,642)

​

(336,252)

​

(342,425)

Average tangible assets (non-GAAP)

​

$

11,639,703

​

$

9,460,801

​

$

9,573,598

​

​

​

​

​

​

​

​

​

​

Average shareholders' equity

​

$

1,679,262

​

$

1,392,563

​

$

1,323,915

Less: average goodwill and other intangible assets, net of deferred tax liability related to goodwill (non-GAAP)

​

(492,642)

​

(336,252)

​

(342,425)

Average tangible common equity (non-GAAP)

​

$

1,186,620

​

$

1,056,311

​

$

981,490

​

​

​

​

​

​

​

​

​

​

Return on average assets

​

​

0.70%

​

​

0.65%

​

​

0.99%

Adjusted return on average assets (non-GAAP)

​

​

1.09%

​

​

0.92%

​

​

0.99%

Return on average tangible assets (non-GAAP)

​

​

0.79%

​

​

0.73%

​

​

1.09%

Adjusted return on average tangible assets (non-GAAP)(1)

​

​

1.20%

​

​

1.02%

​

​

1.09%

Return on average equity

​

​

5.02%

​

​

4.57%

​

​

7.42%

Adjusted return on average equity (non-GAAP)

​

​

7.87%

​

​

6.48%

​

​

7.42%

Return on average tangible common equity (non-GAAP)

​

​

7.75%

​

​

6.58%

​

​

10.64%

Adjusted return on average tangible common equity (non-GAAP)(1)

​

​

11.79%

​

​

9.10%

​

​

10.64%

​

​

​

​

​

​

​

​

​

​

Adjustments:

​

​

​

​

​

​

​

​

​

Non-interest income adjustments:

​

​

​

​

​

​

​

​

​

Loss on security sales(2)

​

$

—

​

$

3,348

​

$

—

Non-interest expense adjustments:

​

​

​

​

​

​

​

​

​

Acquisition-related expenses

​

​

14,342

​

​

5,412

​

​

—

Restructuring expenses(3)

​

​

1,007

​

​

—

​

​

—

Total adjustments before tax (non-GAAP)

​

​

15,349

​

​

8,760

​

​

—

Tax benefit impact

​

(3,535)

​

​

(2,048)

​

​

—

Total adjustments, after tax (non-GAAP)

​

$

11,814

​

$

6,712

​

$

—

​

​

​

(1)

​

For details, refer to the “Adjustments” section at the bottom of the table.

(2)

​ ​ ​

Adjusted for the loss on security sales incurred as part of the Company's strategic balance sheet management during the fourth quarter of 2025.

(3)

​

Restructuring expenses are primarily related to banking center consolidation expenses.

​

14

​

​

Efficiency Ratio and Pre-Provision Net Revenue

​

​

​

​

​

​

​

​

​

​

​

​

​

As of and for the three months ended

​

​ ​ ​

March 31,

​ ​ ​

December 31,

​ ​ ​

March 31,

​

​ ​ ​

2026

​ ​ ​

2025

​ ​ ​

2025

Net interest income FTE(1)

​

$

110,984

​

$

88,264

​

$

88,601

​

​

​

​

​

​

​

​

​

​

Non-interest income

​

$

17,979

​

$

14,433

​

$

15,376

Add: loss on security sales

​

​

—

​

​

3,348

​

​

—

Adjusted non-interest income (non-GAAP)

​

$

17,979

​

$

17,781

​

$

15,376

​

​

​

​

​

​

​

​

​

​

Non-interest expense

​

$

96,837

​

$

72,448

​

$

62,017

Less: other intangible assets amortization

​

​

(2,464)

​

(1,946)

​

(1,977)

Less: acquisition-related expenses and restructuring expenses

​

​

(15,349)

​

​

(5,412)

​

​

—

Adjusted non-interest expense, excluding other intangible assets amortization (non-GAAP)

​

$

79,024

​

$

65,090

​

$

60,040

​

​

​

​

​

​

​

​

​

​

Non-interest expense

​

$

96,837

​

$

72,448

​

$

62,017

Less: acquisition-related expenses and restructuring expenses

​

​

(15,349)

​

​

(5,412)

​

​

—

Adjusted non-interest expense (non-GAAP)

​

$

81,488

​

$

67,036

​

$

62,017

​

​

​

​

​

​

​

​

​

​

Efficiency ratio FTE(1)

​

​

75.09%

​

​

70.55%

​

​

59.64%

Adjusted efficiency ratio FTE (non-GAAP)(1)(2)

​

​

61.28%

​

​

61.38%

​

​

57.74%

​

​

​

​

​

​

​

​

​

​

Net income

​

$

20,793

​

$

16,036

​

$

24,231

Add: income tax expense

​

​

5,151

​

​

3,054

​

​

5,619

Add: provision expense for credit losses

​

​

4,000

​

​

9,100

​

​

10,200

Add: impact of taxable equivalent adjustment

​

​

2,182

​

​

2,059

​

​

1,910

Pre-provision net revenue, FTE (non-GAAP)(1)

​

$

32,126

​

$

30,249

​

$

41,960

​

​

​

​

​

​

​

​

​

​

Pre-provision net revenue, FTE (non-GAAP)(1)

​

$

32,126

​

$

30,249

​

$

41,960

Add: acquisition-related expenses

​

​

14,342

​

​

5,412

​

​

—

Add: restructuring expenses

​

​

1,007

​

​

—

​

​

—

Add: loss on security sales

​

​

—

​

​

3,348

​

​

—

Adjusted pre-provision net revenue FTE (non-GAAP)(1)

​

$

47,475

​

$

39,009

​

$

41,960

​

​

​

(1)

​ ​ ​

Presented on a fully taxable equivalent basis using the statutory tax rate of 21%. The tax equivalent adjustments included above are $2,182, $2,059 and $1,910 for the three months ended March 31, 2026, December 31, 2025 and March 31, 2025, respectively.

(2)

​

Adjusted efficiency ratio FTE excludes other intangible assets amortization, acquisition-related expenses, restructuring expenses and loss on security sales.

​

Adjusted Net Income and Adjusted Earnings Per Share

​

​

​

​

​

​

​

​

​

​

​

​

​

As of and for the three months ended

​

​ ​ ​

March 31,

​ ​ ​

December 31,

​ ​ ​

March 31,

​

​ ​ ​

2026

​ ​ ​

2025

​ ​ ​

2025

Adjustments to net income:

​

​

​

​

​

​

​

​

​

Net income

​

$

20,793

​

$

16,036

​

$

24,231

Add: acquisition-related adjustments, after tax

​

​

11,039

​

​

4,147

​

​

—

Add: restructuring expenses, after tax

​

​

775

​

​

—

​

​

—

Add: loss on security sales, after tax

​

​

—

​

​

2,565

​

​

—

Adjusted net income (non-GAAP)

​

$

32,607

​

$

22,748

​

$

24,231

​

​

​

​

​

​

​

​

​

​

Adjustments to earnings per share:

​

​

​

​

​

​

​

​

​

Earnings per share diluted

​

$

0.46

​

$

0.42

​

$

0.63

Add: acquisition-related adjustments, after tax

​

​

0.24

​

​

0.11

​

​

—

Add: restructuring expenses, after tax

​

​

0.02

​

​

—

​

​

—

Add: adjustment for the loss on security sales, after tax

​

​

—

​

​

0.07

​

​

—

Adjusted earnings per share - diluted (non-GAAP)

​

$

0.72

​

$

0.60

​

$

0.63

​

15

​

GRAPHIC

GRAPHIC

Filename: nbhc-20260421xex99d1001.jpg · Sequence: 3

Binary file (33658 bytes)

Download nbhc-20260421xex99d1001.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Document and Entity Information

Apr. 21, 2026

Cover [Abstract]

Document Type

8-K

Document Period End Date

Apr. 21, 2026

Entity Registrant Name

NATIONAL BANK HOLDINGS CORP

Entity Incorporation, State or Country Code

DE

Entity File Number

001-35654

Entity Tax Identification Number

27-0563799

Entity Address, Address Line One

7800 East Orchard Road

Entity Address, Adress Line Two

Suite 300

Entity Address, City or Town

Greenwood Village

Entity Address, State or Province

CO

Entity Address, Postal Zip Code

80111

City Area Code

303

Local Phone Number

892-8715

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Class A Common Stock, Par Value $0.01

Trading Symbol

NBHC

Security Exchange Name

NYSE

Entity Emerging Growth Company

false

Entity Central Index Key

0001475841

Amendment Flag

false

X

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

na

Period Type:

duration

X

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration