National Bank Holdings Corp
For the period ended Dec 31, 2025. Filed Feb 24, 2026.
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FY2025 · Filed Feb 24, 2026
NBHC$37.08-0.1%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES**.**
| (a) | The following documents are filed as a part of this report: |
(1) Financial Statements:
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| | Page |
| Consolidated Statements of Financial Condition | 82 |
| Consolidated Statements of Operations | 83 |
| Consolidated Statements of Comprehensive Income | 84 |
| Consolidated Statements of Changes in Shareholders’ Equity | 85 |
| Consolidated Statements of Cash Flows | 86 |
| Notes to Consolidated Financial Statements | 87 |
(2) Financial Statement Schedules:
All schedules are omitted as such information is inapplicable or is included in the financial statements.
| (b) | The exhibits filed as part of this report and exhibits incorporated herein by reference to other documents are listed below: |
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| Exhibit No | | Description |
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| 2.1 | | Agreement and Plan of Merger, dated as of September 15, 2025, by and among Vista Bancshares, Inc., National Bank Holdings Corporation and Bryan Wick, solely in his capacity as Shareholders’ Representative (incorporated herein by reference to Exhibit 2.1 to our Form 8-K dated September 12, 2025 and filed on September 18, 2025)* |
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| 3.1 | | Second Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to our Form S-1 Registration Statement (Registration No. 333-177971), filed on August 22, 2012) |
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| 3.2 | | Second Amended and Restated By-Laws (incorporated herein by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q, filed on November 7, 2014) |
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| 4.1 | | Specimen common stock certificate (incorporated herein by reference to Exhibit 4.1 to our Form S-1 Registration Statement (Registration No. 333-177971), filed on August 22, 2012) |
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| 4.2 | | Description of Capital Stock (incorporated herein by reference to Exhibit 4.2 to our Form 10-K, filed on February 26, 2020) |
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| 4.3 | | Form of 3.00% Fixed-to-Floating Rate Subordinated Note due 2031 (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated and filed on November 5, 2021) |
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| 4.4 | | Form of 5.875% Subordinated Note due 2036 (incorporated herein by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K dated and filed on February 11, 2026) |
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| 4.5 | | Indenture, dated February 11, 2026, by and between National Bank Holdings Corporation and U.S. Bank Trust Company, National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated and filed on February 11, 2026) |
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| 4.6 | | First Supplemental Indenture, dated February 11, 2026, between National Bank Holdings Corporation and U.S. Bank Trust Company, National Association, as Trustee (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated and filed on February 11, 2026) |
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| 10.1 | | Form of Indemnification Agreement by and between National Bank Holdings Corporation (formerly known as NBH Holdings Corp.) and each of its directors and executive officers (incorporated herein by reference to Exhibit 10.6 to our Form S-1 Registration Statement (Registration Statement No. 333-177971), filed on September 10, 2012)Ù |
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| 10.2 | | Employment Agreement, dated May 22, 2010, by and between G. Timothy Laney and National Bank Holdings Corporation (formerly known as NBH Holdings Corp.) (incorporated herein by reference to Exhibit 10.1 to our Form S-1 Registration Statement (Registration Statement No. 333-177971), filed on September 10, 2012)Ù |
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| 10.3 | | First Amendment to Employment Agreement, dated November 17, 2015, by and between G. Timothy Laney and National Bank Holdings Corporation (incorporated herein by reference to Exhibit 10.2 to our Form 8-K, filed on November 20, 2015)Ù |
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| 10.4 | | Amended and Restated Employment Agreement, dated November 17, 2015, by and between Richard U. Newfield, Jr. and National Bank Holdings Corporation (incorporated herein by reference to Exhibit 10.4 to our Form 8-K, filed on November 20, 2015)Ù |
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| 10.5 | | Employment Agreement, dated May 2, 2018, by and between Aldis Birkans and National Bank Holdings Corporation (incorporated herein by reference to Exhibit 10.2 to our Form 8-K, filed on May 2, 2018)Ù |
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| 10.6 | | Employment Agreement, dated May 5, 2020, by and between National Bank Holdings Corporation and Angela N. Petrucci (incorporated herein by reference to Exhibit 10.2 to our Form 10-Q, filed on August 5, 2020)Ù |
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| 10.7 | | Employment Agreement, dated January 22, 2025, by and between Daniel Sznewajs and National Bank Holdings Corporation (incorporated herein by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q, filed on April 30, 2025)Ù |
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| 10.8 | | Employment Agreement, dated September 10, 2024, by and between Nicole Van Denabeele and National Bank Holdings Corporation (incorporated herein by reference to Exhibit 10.1 to our Form 8-K, filed on September 10, 2024)Ù |
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| 10.9 | | Employment Agreement, dated September 15, 2025, by and between John D. Steinmetz and National Bank Holdings Corporation (filed herewith)Ù |
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| 10.10 | | National Bank Holdings Corporation Employee Stock Purchase Plan (incorporated herein by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A, filed on March 30, 2015)Ù |
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| 10.11 | | National Bank Holdings Corporation 2014 Omnibus Incentive Plan (incorporated herein by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A, filed on March 31, 2014)Ù |
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| 10.12 | | Form of National Bank Holdings Corporation 2014 Omnibus Incentive Plan Nonqualified Stock Option Agreement (For Management) (incorporated herein by reference to Exhibit 10.15 to our Form 10-K, filed on March 1, 2019)Ù |
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| 10.13 | | Form of National Bank Holdings Corporation 2014 Omnibus Incentive Plan Performance Stock Unit Award Agreement (ROTA) (For Management) (incorporated herein by reference to Exhibit 10.4 to our Form 10-Q, filed on August 5, 2020)Ù |
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| 10.14 | | Subordinated Note Purchase Agreement, dated November 5, 2021, by and among National Bank Holding Corporation and the Purchaser named therein (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated and filed on November 5, 2021) |
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| 10.15 | | Subordinated Note Purchase Agreement, dated June, 2 2021, by and among Bancshares of Jackson Hole Incorporated and the Purchaser named therein (filed herewith) |
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| 10.16 | | Subordinated Note Purchase Agreement, dated June, 2 2021, by and among Bancshares of Jackson Hole Incorporated and the Purchaser named therein (filed herewith) |
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| 10.17 | | Subordinated Note Purchase Agreement, dated June, 2 2021, by and among Bancshares of Jackson Hole Incorporated and the Purchaser named therein (filed herewith) |
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| 10.18 | | Form of Voting and Lock-up Agreement, dated as of September 15, 2025, among National Bank Holdings Corporation and each of the holders of common stock of Vista Bancshares, Inc. listed on the signature pages therein * (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated September 12, 2025 and filed on September 18, 2025) |
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| 10.19 | | Form of Aircraft Time-Sharing Agreement (incorporated herein by reference to Exhibit 10.3 to our Form 10-Q, filed on August 2, 2022)Ù |
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| 10.20 | | 2UniFi LLC, 2023 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to our Form 8-K, filed on December 12, 2023)Ù |
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| 10.21 | | Form of 2UniFi, LLC Class B Unit Award Agreement (incorporated herein by reference to Exhibit 10.2 to our Form 8-K, filed on December 12, 2023)Ù |
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| 10.22 | | National Bank Holdings Corporation 2023 Omnibus Incentive Plan (incorporated herein by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A, filed on April 3, 2023)Ù |
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| 10.23 | | Form of National Bank Holdings Corporation 2023 Omnibus Incentive Plan Restricted Stock Award Agreement (For Non-Employee Directors) (incorporated herein by reference to Exhibit 10.28 to our Annual Report on Form 10-K, filed on February 25, 2025)Ù |
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| 10.24 | | Form of National Bank Holdings Corporation 2023 Omnibus Incentive Plan Restricted Stock Award Agreement 10/2025 (For Management) (filed herewith)Ù |
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| 10.25 | | Form of National Bank Holdings Corporation 2023 Omnibus Incentive Plan Performance Stock Unit Award Agreement 10/2025 (For Management) (filed herewith)Ù |
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| 10.26 | | Form of National Bank Holdings Corporation 2023 Omnibus Incentive Plan Restricted Stock Award Agreement 10/2025 (Cliff) (For Management) (filed herewith)Ù |
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| 10.27 | | Form of National Bank Holdings Corporation 2023 Omnibus Incentive Plan Restricted Stock Award Agreement 1/2026 (Laney and Birkans) (filed herewith)Ù |
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| 10.28 | | National Bank Holdings Corporation 2026 Inducement Plan (incorporated herein by reference to Exhibit 99.1 of our Registration Statement on Form S-8 filed on January 30, 2026)Ù |
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| 10.29 | | Form of National Bank Holdings Corporation 2026 Inducement Plan Restricted Stock Award Agreement (Executive Officer) (filed herewith)Ù |
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| 10.30 | | Vista Bank Equity Incentive Plan (incorporated herein by reference to Exhibit 99.1 of our Registration Statement on Form S-8 filed on January 7, 2026)Ù |
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| 10.31 | | Vista Bank Equity Incentive Plan – Restricted Stock Award Agreement with John D. Steinmetz (filed herewith)Ù |
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| 10.32 | | Transition Agreement by and between Christopher Randall and National Bank Holdings Corporation (filed herewith)Ù |
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| 10.33 | | Letter Agreement dated September 15, 2025, between G. Timothy Laney and National Bank Holdings CorporationÙ |
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| 10.34 | | Letter Agreement dated September 15, 2025, between Aldis Birkans and National Bank Holdings CorporationÙ |
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| 19.1 | | National Bank Holdings Corporation Insider Trading and Information Policy (incorporated herein by reference to Exhibit 19.1 to our Annual Report on Form 10-K, filed on February 25, 2025) |
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| 19.2 | | National Bank Holdings Corporation Supplemental Insider Trading and Pre-Clearance Policy (incorporated herein by reference to Exhibit 19.2 to our Annual Report on Form 10-K, filed on February 25, 2025) |
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| 21.1 | | Subsidiaries of National Bank Holdings Corporation |
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| 23.1 | | Consent of KPMG LLP |
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| 31.1 | | Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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| 31.2 | | Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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| 32 | | Certifications of CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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| 97.1 | | National Bank Holdings Corporation Compensation Recovery Policy (incorporated herein by reference to Exhibit 97.1 to our Form 10-K filed on February 27, 2024) |
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| 101.INS | | XBRL Instance – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | | XBRL Taxonomy Extension Schema |
| 101.CAL | | XBRL Taxonomy Extension Calculation |
| 101.DEF | | XBRL Taxonomy Extension Definition |
| 101.LAB | | XBRL Taxonomy Extension Labels |
| 101.PRE | | XBRL Taxonomy Extension Presentation |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * | Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or similar attachment will be furnished to the Securities and Exchange Commission upon request; provided, however, that NBHC may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished. |
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| ˄ | Indicates a management contract or compensatory plan. |
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