NBHC

EX-99.1

2 nbhc-20260721xex99d1.htm

EX-99.1

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Exhibit 99.1

National Bank Holdings Corporation Announces

Second Quarter 2026 Financial Results

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NYSE Ticker: NBHC

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

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For the quarter(1)

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For the six months ended June 30(1)

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2026 Adjusted (1)(2)

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2Q26

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1Q26

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2Q25

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2026

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2025

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QTD

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YTD

Net income ($000's)

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$

26,490

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$

20,793

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$

34,022

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$

47,283

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$

58,253

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$

35,303

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$

67,910

Earnings per share - diluted

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$

0.58

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$

0.46

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$

0.88

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$

1.04

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$

1.51

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$

0.78

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$

1.50

Return on average assets

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0.86%

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0.70%

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1.38%

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0.78%

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1.19%

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1.14%

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1.12%

Return on average tangible assets(2)

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0.96%

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0.79%

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1.49%

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0.87%

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1.29%

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1.26%

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1.23%

Return on average equity

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6.34%

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5.02%

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10.15%

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5.68%

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8.80%

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8.45%

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​

8.16%

Return on average tangible common equity(2)

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9.70%

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7.75%

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14.18%

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8.62%

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12.44%

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12.71%

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12.11%

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(1)

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Ratios are annualized.

(2)

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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.

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In announcing these results, Chief Executive Officer Tim Laney shared, “We delivered solid second quarter results, with adjusted net income of $35.3 million and earnings of $0.78 per diluted share. Our teams generated record quarterly loan fundings of $926.9 million and 10% year-to-date annualized loan growth while maintaining strong credit quality, reflecting our prudent approach to growth. We grew our adjusted pre-provision net revenue 23% annualized compared to the first six months of the prior year and maintained a top quartile net interest margin through disciplined loan and deposit pricing.”

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Mr. Laney added, “Our teams are well prepared to integrate our most recent acquisition this quarter and are positioned to deliver a seamless experience for clients and associates. We are seeing strong momentum across the franchise, supported by our 12.29% Common Equity Tier 1 ratio, fortress balance sheet, and diversified funding sources, which will continue to drive meaningful long-term value for shareholders.”

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Second Quarter 2026 Results

(All comparisons refer to the first quarter of 2026, except as noted)

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Net income increased $5.7 million, or 27.4%, to $26.5 million, or $0.58 per diluted share, during the second quarter of 2026, compared to $20.8 million or $0.46 per diluted share. Fully taxable equivalent pre-provision net revenue increased $4.2 million, or 13.1%, to $36.3 million. The return on average tangible assets increased 17 basis points to 0.96%, and the return on average tangible common equity increased 195 basis points to 9.70%. Adjusting for $11.4 million and $15.3 million of pre-tax acquisition and restructuring related charges in the second and first quarters, respectively, adjusted net income increased $2.7 million to $35.3 million, or $0.78 per diluted share. Adjusted, the fully taxable equivalent pre-provision net revenue increased to $47.8 million. The adjusted return on average tangible assets increased six basis points to 1.26%, and the adjusted return on average tangible common equity increased 92 basis points to 12.71%.

1

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Net Interest Income

Fully taxable equivalent net interest income increased $0.5 million to $111.5 million primarily due to average interest earning assets growth of $254.0 million and one additional day during the second quarter. The fully taxable equivalent net interest margin totaled 3.94%, compared to 4.06%, narrowing 12 basis points due to a decrease in the yield on earning assets primarily driven by higher loan fee income in the prior quarter. The cost of deposits improved one basis point to 1.93%.

Loans

Loans increased $162.6 million, or 6.8% annualized, to $9.8 billion at June 30, 2026.  We generated record quarterly loan fundings of $926.9 million, led by commercial loan fundings of $452.5 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 $1.5 million during the quarter, primarily driven by the quarter’s loan growth, compared to $4.0 million in the prior quarter. Annualized net charge-offs totaled 0.27% of total loans. Non-performing loans totaled 0.31% of total loans at June 30, 2026, and non-performing assets totaled 0.35% of total loans and OREO at June 30, 2026, both consistent with prior quarter. The allowance for credit losses as a percentage of loans was 1.13% at June 30, 2026, compar

EX-99.1

2 nbhc-20260421xex99d1.htm

EX-99.1

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​

Exhibit 99.1

National Bank Holdings Corporation Announces

First Quarter 2026 Financial Results

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NYSE Ticker: NBHC

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

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For the quarter(1)

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For the quarter - adjusted(1)(2)

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1Q26

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4Q25

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1Q25

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1Q26

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4Q25

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1Q25

Net income ($000's)

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$

20,793

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$

16,036

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$

24,231

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$

32,607

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$

22,748

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$

24,231

Earnings per share - diluted

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$

0.46

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$

0.42

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$

0.63

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$

0.72

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$

0.60

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$

0.63

Return on average assets

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0.70%

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0.65%

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​

0.99%

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1.09%

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0.92%

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0.99%

Return on average tangible assets(2)

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0.79%

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0.73%

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1.09%

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1.20%

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1.02%

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1.09%

Return on average equity

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5.02%

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4.57%

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7.42%

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7.87%

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6.48%

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7.42%

Return on average tangible common equity(2)

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7.75%

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6.58%

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10.64%

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11.79%

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9.10%

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10.64%

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(1)

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Quarterly ratios are annualized.

(2)

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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.

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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.”

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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.”

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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

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First Quarter 2026 Results

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

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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 qu

NATIONAL BANK HOLDINGS CORP_January 27, 2026 0001475841false00014758412026-01-272026-01-27

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): January 27, 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. ☐ ​ ​ ​ ​

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Item 2.02. Results of Operations and Financial Conditions. * On January 27, 2026, National Bank Holdings Corporation (“NBHC”) issued a press release announcing its financial results for the quarter and year ended December 31, 2025. A copy of the full text of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. Item 8.01. Other Events. On January 27, 2026, the Board of Directors of National Bank Holdings Corporation (the “Company”) declared a quarterly cash dividend on the Company’s Class A common stock (“Common Stock”) of thirty-two cents ($0.32) per issued and outstanding share of Common Stock. The cash dividend will be paid on March 13, 2026 to shareholders of record as of the close of business on February 27, 2026. All subsequent dividends are subject to review and approval by the Company’s Board of Directors in its discretion. The decision of whether to pay any future dividends and the amount of any such dividends will be based on, among other things, the Company’s financial position, results of operations, cash flows, capital requirements, the requirements of applicable law and any other factors that the Board of Directors may deem relevant. Additionally, on January 27, 2026, the Company announced that its Board of Directors authorized a new stock repurchase program under which the Company may repurchase up to $100.0 million of its Common Stock from time to time in the open market or in privately negotiated transactions in accordance with applicable regulations of the Securities and Exchange Commission. The timing and amount of any share repurchases will be determined by the Company’s management based on market conditions and other factors. No time limit was set for completion of the program. This new program replaces in its entirety the stock repurchase program that was authorized by the Board of Directors on May 9, 2023, under which the Company repurchased $15.2 million through January 27, 2026. The press release issued by the Company relating to the declaration of a quarterly dividend and the announcement of a new share repurchase program is attached hereto as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits. * ​ (d) Exhibits ​

Exhibit No. ​ ​ ​ Description of Exhibit

99.1 ​ Press release dated January 27, 2026

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

​ ​ ​ ​ ​ ​ ​ ​

2 ​

*The information contained in Item 2.02 of this current report and 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, nor shall it be deemed incorporated by reference in any registration statement or other filings of the Registrant under the Securiti

NATIONAL BANK HOLDINGS CORP_October 21, 2025 0001475841false00014758412025-10-212025-10-21

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): October 21, 2025 ​

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 October 21, 2025, National Bank Holdings Corporation (“NBHC”) issued a press release announcing its financial results for the quarter ended September 30, 2025, which press release is furnished as Exhibit 99.1 hereto, except for such portions that are being “filed” as specified under Item 9.01 below, and is incorporated herein by reference. ​ Item 7.01. Regulation FD Disclosure. * ​ On October 21, 2025, 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 September 30, 2025, also furnished as Exhibit 99.1 hereto, except for such portions that are being “filed” as specified under Item 9.01 below, and incorporated herein by reference. ​ Item 9.01. Financial Statements and Exhibits. * ​ The information included in Exhibit 99.1 hereto, except for the quoted statements of Tim Laney set forth in the first and second full paragraphs thereof, shall be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, and therefore shall be deemed incorporated by reference into the filings of NBHC under the Securities Act of 1933, as amended. The quoted statements of Tim Laney set forth in the first and second full paragraphs of Exhibit 99.1 hereto are being “furnished” to the Securities and Exchange Commission as provided pursuant to General Instruction B.2 of Form 8-K. ​ (d) Exhibits ​

Exhibit No.

Description of Exhibit

99.1 ​ Press release dated October 21, 2025

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

​ ​ ​

*Except for such portions that are “filed” as specified under Item 9.01 of this report, the information contained in this report and the exhibits 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, nor shall it be deemed incorporated by reference in any registration statement or other filings of the Registrant under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.

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: October 21, 2025 ​ ​

3 ​

_ 0001475841false00014758412025-07-222025-07-22

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): July 22, 2025 ​

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 July 22, 2025, National Bank Holdings Corporation (“NBHC”) issued a press release announcing its financial results for the quarter ended June 30, 2025, which press release is furnished as Exhibit 99.1 hereto, except for such portions that are being “filed” as specified under Item 9.01 below, and is incorporated herein by reference. ​ Item 7.01. Regulation FD Disclosure. * ​ On July 22, 2025, 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 June 30, 2025, also furnished as Exhibit 99.1 hereto, except for such portions that are being “filed” as specified under Item 9.01 below, and incorporated herein by reference. ​ Item 9.01. Financial Statements and Exhibits. * ​ The information included in Exhibit 99.1 hereto, except for the quoted statements of Tim Laney set forth in the first and second full paragraphs thereof, shall be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, and therefore shall be deemed incorporated by reference into the filings of NBHC under the Securities Act of 1933, as amended. The quoted statements of Tim Laney set forth in the first and second full paragraphs of Exhibit 99.1 hereto are being “furnished” to the Securities and Exchange Commission as provided pursuant to General Instruction B.2 of Form 8-K. ​ (d) Exhibits ​

Exhibit No.

Description of Exhibit

99.1 ​ Press release dated July 22, 2025

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

​ ​ ​

*Except for such portions that are “filed” as specified under Item 9.01 of this report, the information contained in this report and the exhibits 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, nor shall it be deemed incorporated by reference in any registration statement or other filings of the Registrant under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.

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: July 22, 2025 ​ ​

3 ​

_ 0001475841false00014758412025-04-222025-04-22

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 22, 2025 ​

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 22, 2025, National Bank Holdings Corporation (“NBHC”) issued a press release announcing its financial results for the quarter ended March 31, 2025, which press release is furnished as Exhibit 99.1 hereto, except for such portions that are being “filed” as specified under Item 9.01 below, and is incorporated herein by reference. ​ Item 7.01. Regulation FD Disclosure. * ​ On April 22, 2025, 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, 2025, also furnished as Exhibit 99.1 hereto, except for such portions that are being “filed” as specified under Item 9.01 below, and incorporated herein by reference. ​ Item 9.01. Financial Statements and Exhibits. * ​ The information included in Exhibit 99.1 hereto, except for the quoted statements of Tim Laney set forth in the first and second full paragraphs thereof, shall be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, and therefore shall be deemed incorporated by reference into the filings of NBHC under the Securities Act of 1933, as amended. The quoted statements of Tim Laney set forth in the first and second full paragraphs of Exhibit 99.1 hereto are being “furnished” to the Securities and Exchange Commission as provided pursuant to General Instruction B.2 of Form 8-K. ​ (d) Exhibits ​

Exhibit No.

Description of Exhibit

99.1 ​ Press release dated April 22, 2025

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

​ ​ ​

*Except for such portions that are “filed” as specified under Item 9.01 of this report, the information contained in this report and the exhibits 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, nor shall it be deemed incorporated by reference in any registration statement or other filings of the Registrant under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.

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 22, 2025 ​ ​

3 ​

_ 0001475841false00014758412025-01-222025-01-22

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): January 22, 2025 ​

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 January 22, 2025, National Bank Holdings Corporation (“NBHC”) issued a press release announcing its financial results for the quarter ended December 31, 2024, which press release is furnished as Exhibit 99.1 hereto, except for such portions that are being “filed” as specified under Item 9.01 below, and is incorporated herein by reference. ​ Item 7.01. Regulation FD Disclosure. * ​ On January 22, 2025, 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 December 31, 2024, also furnished as Exhibit 99.1 hereto, except for such portions that are being “filed” as specified under Item 9.01 below, and incorporated herein by reference. ​ Item 8.01. Other Events. On January 22, 2025, the Board of Directors of National Bank Holdings Corporation (the “Company”) approved a cash dividend to shareholders. The quarterly cash dividend of twenty-nine cents ($0.29) per share of common stock will be payable on March 14, 2025 to shareholders of record at the close of business on February 28, 2025. ​ The press release issued by the Company in connection with the dividend is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 8.01 by reference. ​ Item 9.01. Financial Statements and Exhibits. * ​ The information included in Exhibit 99.1 hereto, except for the quoted statements of Tim Laney set forth in the first and second full paragraphs thereof, shall be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, and therefore shall be deemed incorporated by reference into the filings of NBHC under the Securities Act of 1933, as amended. The quoted statements of Tim Laney set forth in the first and second full paragraphs of Exhibit 99.1 hereto are being “furnished” to the Securities and Exchange Commission as provided pursuant to General Instruction B.2 of Form 8-K. ​ (d) Exhibits ​

Exhibit No.

Description of Exhibit

99.1 ​ Press release dated January 22, 2025

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

​ ​ ​

2 ​

*Except for such portions that are “filed” as specified under Item 9.01 of this report, the information contained in this report and the exhibits 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, nor shall it be deemed incorporated by reference in any registration statement or other filings of the Registrant under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.

3 ​

SIGNATURES

​ Pursuant to the requirements of the Securities Exchange A

_ 0001475841false00014758412024-10-222024-10-22

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): October 22, 2024 ​

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 October 22, 2024, National Bank Holdings Corporation (“NBHC”) issued a press release announcing its financial results for the quarter ended September 30, 2024, which press release is furnished as Exhibit 99.1 hereto, except for such portions that are being “filed” as specified under Item 9.01 below, and is incorporated herein by reference. ​ Item 7.01. Regulation FD Disclosure. * ​ On October 22, 2024, 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 September 30, 2024, also furnished as Exhibit 99.1 hereto, except for such portions that are being “filed” as specified under Item 9.01 below, and incorporated herein by reference. ​ Item 8.01. Other Events. On October 22, 2024, the Board of Directors of National Bank Holdings Corporation (the “Company”) approved a cash dividend to shareholders. The quarterly cash dividend of twenty-nine cents ($0.29) per share of common stock will be payable on December 13, 2024 to shareholders of record at the close of business on November 29, 2024. ​ The press release issued by the Company in connection with the dividend is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 8.01 by reference. ​ Item 9.01. Financial Statements and Exhibits. * ​ The information included in Exhibit 99.1 hereto, except for the quoted statements of Tim Laney set forth in the first and second full paragraphs thereof, shall be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, and therefore shall be deemed incorporated by reference into the filings of NBHC under the Securities Act of 1933, as amended. The quoted statements of Tim Laney set forth in the first and second full paragraphs of Exhibit 99.1 hereto are being “furnished” to the Securities and Exchange Commission as provided pursuant to General Instruction B.2 of Form 8-K. ​ (d) Exhibits ​

Exhibit No.

Description of Exhibit

99.1 ​ Press release dated October 22, 2024

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

​ ​ ​

2 ​

*Except for such portions that are “filed” as specified under Item 9.01 of this report, the information contained in this report and the exhibits 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, nor shall it be deemed incorporated by reference in any registration statement or other filings of the Registrant under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.

3 ​

SIGNATURES

​ Pursuant to the requirements of the Securities Excha

_ 0001475841false00014758412024-07-232024-07-23

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): July 23, 2024 ​

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 July 23, 2024, National Bank Holdings Corporation (“NBHC”) issued a press release announcing its financial results for the quarter ended June 30, 2024, which press release is furnished as Exhibit 99.1 hereto, except for such portions that are being “filed” as specified under Item 9.01 below, and is incorporated herein by reference. ​ Item 7.01. Regulation FD Disclosure. * ​ On July 23, 2024, 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 June 30, 2024, also furnished as Exhibit 99.1 hereto, except for such portions that are being “filed” as specified under Item 9.01 below, and incorporated herein by reference. ​ Item 9.01. Financial Statements and Exhibits. * ​ The information included in Exhibit 99.1 hereto, except for the quoted statements of Tim Laney set forth in the first and second full paragraphs thereof, shall be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, and therefore shall be deemed incorporated by reference into the filings of NBHC under the Securities Act of 1933, as amended. The quoted statements of Tim Laney set forth in the first and second full paragraphs of Exhibit 99.1 hereto are being “furnished” to the Securities and Exchange Commission as provided pursuant to General Instruction B.2 of Form 8-K. ​ (d) Exhibits ​

Exhibit No.

Description of Exhibit

99.1 ​ Press release dated July 23, 2024

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

​ ​ ​ ​ ​ ​ ​

*Except for such portions that are “filed” as specified under Item 9.01 of this report, the information contained in this report and the exhibits 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, nor shall it be deemed incorporated by reference in any registration statement or other filings of the Registrant under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.

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: July 23, 2024 ​ ​

3 ​

_ 0001475841false00014758412024-04-242024-04-24

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 24, 2024 ​

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 ​

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 24, 2024, National Bank Holdings Corporation (“NBHC”) issued a press release announcing its financial results for the quarter ended March 31, 2024, which press release is furnished as Exhibit 99.1 hereto, except for such portions that are being “filed” as specified under Item 9.01 below, and is incorporated herein by reference. ​ Item 7.01. Regulation FD Disclosure. * ​ On April 24, 2024, 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, 2024, also furnished as Exhibit 99.1 hereto, except for such portions that are being “filed” as specified under Item 9.01 below, and incorporated herein by reference. ​ Item 9.01. Financial Statements and Exhibits. * ​ The information included in Exhibit 99.1 hereto, except for the quoted statements of Tim Laney set forth in the first and second full paragraphs thereof, shall be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, and therefore shall be deemed incorporated by reference into the filings of NBHC under the Securities Act of 1933, as amended. The quoted statements of Tim Laney set forth in the first and second full paragraphs of Exhibit 99.1 hereto are being “furnished” to the Securities and Exchange Commission as provided pursuant to General Instruction B.2 of Form 8-K. ​ (d) Exhibits ​

Exhibit No.

Description of Exhibit

99.1 ​ Press release dated April 24, 2024

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

​ ​ ​ ​ ​ ​ ​

*Except for such portions that are “filed” as specified under Item 9.01 of this report, the information contained in this report and the exhibits 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, nor shall it be deemed incorporated by reference in any registration statement or other filings of the Registrant under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.

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 24, 2024 ​ ​

3 ​

_ 0001475841false00014758412024-01-232024-01-23

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): January 23, 2024 ​

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 ​

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 January 23, 2024, National Bank Holdings Corporation (“NBHC”) issued a press release announcing its financial results for the quarter ended December 31, 2023, which press release is furnished as Exhibit 99.1 hereto, except for such portions that are being “filed” as specified under Item 9.01 below, and is incorporated herein by reference. ​ Item 7.01. Regulation FD Disclosure. * ​ On January 23, 2024, 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 December 31, 2023, also furnished as Exhibit 99.1 hereto, except for such portions that are being “filed” as specified under Item 9.01 below, and incorporated herein by reference. ​ Item 9.01. Financial Statements and Exhibits. * ​ The information included in Exhibit 99.1 hereto, except for the quoted statements of Tim Laney set forth in the first and second full paragraphs thereof, shall be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, and therefore shall be deemed incorporated by reference into the filings of NBHC under the Securities Act of 1933, as amended. The quoted statements of Tim Laney set forth in the first and second full paragraphs of Exhibit 99.1 hereto are being “furnished” to the Securities and Exchange Commission as provided pursuant to General Instruction B.2 of Form 8-K. ​ (d) Exhibits ​

Exhibit No.

Description of Exhibit

99.1 ​ Press release dated January 23, 2024

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

​ ​ ​ ​ ​ ​ ​

*Except for such portions that are “filed” as specified under Item 9.01 of this report, the information contained in this report and the exhibits 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, nor shall it be deemed incorporated by reference in any registration statement or other filings of the Registrant under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.

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: January 23, 2024 ​ ​

3 ​

_ 0001475841false00014758412023-10-242023-10-24

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): October 24, 2023 ​

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 ​

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 October 24, 2023, National Bank Holdings Corporation (“NBHC”) issued a press release announcing its financial results for the quarter ended September 30, 2023, which press release is furnished as Exhibit 99.1 hereto, except for such portions that are being “filed” as specified under Item 9.01 below, and is incorporated herein by reference. ​ Item 7.01. Regulation FD Disclosure. * ​ On October 24, 2023, 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 September 30, 2023, also furnished as Exhibit 99.1 hereto, except for such portions that are being “filed” as specified under Item 9.01 below, and incorporated herein by reference. ​ Item 9.01. Financial Statements and Exhibits. * ​ The information included in Exhibit 99.1 hereto, except for the quoted statements of Tim Laney set forth in the first and second full paragraphs thereof, shall be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, and therefore shall be deemed incorporated by reference into the filings of NBHC under the Securities Act of 1933, as amended. The quoted statements of Tim Laney set forth in the first and second full paragraphs of Exhibit 99.1 hereto are being “furnished” to the Securities and Exchange Commission as provided pursuant to General Instruction B.2 of Form 8-K. ​ (d) Exhibits ​

Exhibit No.

Description of Exhibit

99.1 ​ Press release dated October 24, 2023

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

​ ​ ​ ​ ​ ​ ​

*Except for such portions that are “filed” as specified under Item 9.01 of this report, the information contained in this report and the exhibits 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, nor shall it be deemed incorporated by reference in any registration statement or other filings of the Registrant under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.

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: October 24, 2023 ​ ​

3 ​

_ 0001475841false00014758412023-07-192023-07-19

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): July 19, 2023 ​

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 ​

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 July 19, 2023, National Bank Holdings Corporation (“NBHC”) issued a press release announcing its financial results for the quarter ended June 30, 2023, which press release is furnished as Exhibit 99.1 hereto, except for such portions that are being “filed” as specified under Item 9.01 below, and is incorporated herein by reference. ​ Item 7.01. Regulation FD Disclosure. * ​ On July 19, 2023, 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 June 30, 2023, also furnished as Exhibit 99.1 hereto, except for such portions that are being “filed” as specified under Item 9.01 below, and incorporated herein by reference. ​ Item 9.01. Financial Statements and Exhibits. * ​ The information included in Exhibit 99.1 hereto, except for the quoted statements of Tim Laney set forth in the first and second full paragraphs thereof, shall be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, and therefore shall be deemed incorporated by reference into the filings of NBHC under the Securities Act of 1933, as amended. The quoted statements of Tim Laney set forth in the first and second full paragraphs of Exhibit 99.1 hereto are being “furnished” to the Securities and Exchange Commission as provided pursuant to General Instruction B.2 of Form 8-K. ​ (d) Exhibits ​

Exhibit No.

Description of Exhibit

99.1 ​ Press release dated July 19, 2023

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

​ ​ ​ ​ ​ ​ ​

*Except for such portions that are “filed” as specified under Item 9.01 of this report, the information contained in this report and the exhibits 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, nor shall it be deemed incorporated by reference in any registration statement or other filings of the Registrant under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.

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: July 19, 2023 ​ ​

3 ​

_ 0001475841false00014758412023-04-192023-04-19

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 19, 2023 ​

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 ​

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 19, 2023, National Bank Holdings Corporation (“NBHC”) issued a press release announcing its financial results for the quarter ended March 31, 2023, which press release is furnished as Exhibit 99.1 hereto, except for such portions that are being “filed” as specified under Item 9.01 below, and is incorporated herein by reference. ​ Item 7.01. Regulation FD Disclosure. * ​ On April 19, 2023, 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, 2023, also furnished as Exhibit 99.1 hereto, except for such portions that are being “filed” as specified under Item 9.01 below, and incorporated herein by reference. ​ Item 9.01. Financial Statements and Exhibits. * ​ The information included in Exhibit 99.1 hereto, except for the quoted statements of Tim Laney set forth in the first and second full paragraphs thereof, shall be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, and therefore shall be deemed incorporated by reference into the filings of NBHC under the Securities Act of 1933, as amended. The quoted statements of Tim Laney set forth in the first and second full paragraphs of Exhibit 99.1 hereto are being “furnished” to the Securities and Exchange Commission as provided pursuant to General Instruction B.2 of Form 8-K. ​ (d) Exhibits ​

Exhibit No.

Description of Exhibit

99.1 ​ Press release dated April 19, 2023

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

​ ​ ​ ​ ​ ​ ​

*Except for such portions that are “filed” as specified under Item 9.01 of this report, the information contained in this report and the exhibits 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, nor shall it be deemed incorporated by reference in any registration statement or other filings of the Registrant under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.

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 19, 2023 ​ ​

3 ​

_ 0001475841false00014758412023-01-242023-01-24

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): January 24, 2023 ​

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 ​

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 January 24, 2023, National Bank Holdings Corporation (“NBHC”) issued a press release announcing its financial results for the quarter ended December 31, 2022, which press release is furnished as Exhibit 99.1 hereto, except for such portions that are being “filed” as specified under Item 9.01 below, and is incorporated herein by reference. ​ Item 7.01. Regulation FD Disclosure. * ​ On January 24, 2023, 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 December 31, 2022, also furnished as Exhibit 99.1 hereto, except for such portions that are being “filed” as specified under Item 9.01 below, and incorporated herein by reference. ​ Item 9.01. Financial Statements and Exhibits. * ​ The information included in Exhibit 99.1 hereto, except for the quoted statements of Tim Laney set forth in the first and second full paragraphs thereof, shall be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, and therefore shall be deemed incorporated by reference into the filings of NBHC under the Securities Act of 1933, as amended. The quoted statements of Tim Laney set forth in the first and second full paragraphs of Exhibit 99.1 hereto are being “furnished” to the Securities and Exchange Commission as provided pursuant to General Instruction B.2 of Form 8-K. ​ (d) Exhibits ​

Exhibit No.

Description of Exhibit

99.1 ​ Press release dated January 24, 2023

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

​ ​ ​ ​ ​ ​ ​

*Except for such portions that are “filed” as specified under Item 9.01 of this report, the information contained in this report and the exhibits 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, nor shall it be deemed incorporated by reference in any registration statement or other filings of the Registrant under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.

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: January 24, 2023 ​ ​

3 ​

_ 0001475841false00014758412022-10-272022-10-27

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): October 27, 2022 ​

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 ​

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 October 27, 2022, National Bank Holdings Corporation (“NBHC”) issued a press release announcing its financial results for the quarter ended September 30, 2022, which press release is furnished as Exhibit 99.1 hereto, except for such portions that are being “filed” as specified under Item 9.01 below, and is incorporated herein by reference. ​ Item 7.01. Regulation FD Disclosure. * ​ On October 27, 2022, 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 September 30, 2022, also furnished as Exhibit 99.1 hereto, except for such portions that are being “filed” as specified under Item 9.01 below, and incorporated herein by reference. ​ Item 9.01. Financial Statements and Exhibits. * ​ The information included in Exhibit 99.1 hereto, except for the quoted statements of Tim Laney set forth in the first and second full paragraphs thereof, shall be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, and therefore shall be deemed incorporated by reference into the filings of NBHC under the Securities Act of 1933, as amended. The quoted statements of Tim Laney set forth in the first and second full paragraphs of Exhibit 99.1 hereto are being “furnished” to the Securities and Exchange Commission as provided pursuant to General Instruction B.2 of Form 8-K. ​ (d) Exhibits ​

Exhibit No.

Description of Exhibit

99.1 ​ Press release dated October 27, 2022

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

​ ​ ​ ​ ​ ​ ​

*Except for such portions that are “filed” as specified under Item 9.01 of this report, the information contained in this report and the exhibits 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, nor shall it be deemed incorporated by reference in any registration statement or other filings of the Registrant under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.

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: October 27, 2022 ​ ​

3 ​

_ 0001475841false00014758412022-07-192022-07-19

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): July 19, 2022 ​

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 ​

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 July 19, 2022, National Bank Holdings Corporation (“NBHC”) issued a press release announcing its financial results for the quarter ended June 30, 2022, which press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. ​ Item 7.01. Regulation FD Disclosure. * ​ On July 19, 2022, 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 June 30, 2022, also furnished as Exhibit 99.1 hereto and incorporated herein by reference. ​ Item 9.01. Financial Statements and Exhibits. * ​ (d) Exhibits ​

Exhibit No.

Description of Exhibit

99.1 ​ Press release dated July 19, 2022

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

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

*The information contained in Items 2.02, 7.01 and 9.01 of this Current Report on Form 8-K is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any registration statement or other filings of the Registrant under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.

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: July 19, 2022 ​ ​

3 ​

_ 0001475841false00014758412022-04-182022-04-18

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 18, 2022 ​

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 ​

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 18, 2022, National Bank Holdings Corporation (“NBHC”) issued a press release announcing its financial results for the quarter ended March 31, 2022, which press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. ​ Item 7.01. Regulation FD Disclosure. * ​ On April 18, 2022, NBHC entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Community Bancorporation, the holding company for Rock Canyon Bank, headquartered in Provo, Utah, pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, NBHC and Community Bancorporation will merge, with NBHC continuing as the surviving entity (the “Merger”). ​ NBHC has 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, 2022, which also includes information regarding the terms of the proposed Merger. In addition, NBHC is furnishing an investor presentation providing supplemental information regarding the proposed Merger, which investor presentation is furnished as Exhibit 99.2 hereto and incorporated herein by reference. Representatives from NBHC intend to use the investor presentation in one or more meetings with investors and analysts from time to time. ​ Item 9.01. Financial Statements and Exhibits. * ​ (d) Exhibits ​

Exhibit No.

Description of Exhibit

99.1 ​ Press release dated April 18, 2022

99.2 ​ National Bank Holdings Corporation Investor Presentation, dated April 18, 2022

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

​ ​ ​ ​ ​ ​ ​

*The information contained in Items 2.02, 7.01 and 9.01 of this Current Report on Form 8-K is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any registration statement or other filings of the Registrant under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.

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 18, 2022 ​ ​

3 ​

_ 0001475841false00014758412022-01-202022-01-20

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): January 20, 2022 ​

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 ​

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 January 20, 2022, National Bank Holdings Corporation (“NBHC”) issued a press release announcing its financial results for the quarter ended December 31, 2021, which press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. ​ Item 7.01. Regulation FD Disclosure. * ​ On January 20, 2022, 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 December 31, 2021, also furnished as Exhibit 99.1 hereto and incorporated herein by reference. ​ Item 9.01. Financial Statements and Exhibits. * ​ (d) Exhibits ​

Exhibit No.

Description of Exhibit

99.1 ​ Press release dated January 20, 2022

​ ​ ​

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

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

*The information contained in Items 2.02, 7.01 and 9.01 of this Current Report on Form 8-K is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any registration statement or other filings of the Registrant under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.

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: January 20, 2022 ​ ​

3 ​

_ 0001475841false00014758412021-10-192021-10-19

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): October 19, 2021 ​

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 ​

NBHC

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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. ☐ ​ ​ ​ ​

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Item 2.02. Results of Operations and Financial Conditions. * ​ On October 19, 2021, National Bank Holdings Corporation (“NBHC”) issued a press release announcing its financial results for the quarter ended September 30, 2021, which press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. ​ Item 7.01. Regulation FD Disclosure. * ​ On October 19, 2021, 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 September 30, 2021, also furnished as Exhibit 99.1 hereto and incorporated herein by reference. ​ Item 9.01. Financial Statements and Exhibits. * ​ (d) Exhibits ​

Exhibit No.

Description of Exhibit

99.1 ​ Press release dated October 19, 2021

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

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*The information contained in Items 2.02, 7.01 and 9.01 of this Current Report on Form 8-K is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any registration statement or other filings of the Registrant under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.

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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. ​ ​

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​ ​ National Bank Holdings Corporation

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By: /s/ Angela N. Petrucci

​ ​ Name: Angela N. Petrucci Title: Chief Administrative Officer and General Counsel

​ Date: October 19, 2021 ​ ​

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