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National Bank Holdings Corp

For the period ended Jun 30, 2026. Filed Aug 5, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 5, 2026

NBHC$37.13+0.6%Stored close · as of Nov 9, 2026

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Item 5. Other Information

(a)Item 8.01 Other Events.

On August 4, 2026, the Company and John Steinmetz, Executive Vice Chair and Executive Managing Director of Strategic Initiatives at NBH Bank, mutually agreed that Mr. Steinmetz would transition from his role as an employee and officer of the Company, effective August 5, 2026, and be engaged to serve as a consultant to the Company. In connection with this transition, the Company and Mr. Steinmetz entered into an Independent Contractor Agreement dated effective August 5, 2026 (the “Consulting Agreement”) and a Release Agreement dated August 4, 2026 (the “Release”).

Under the Consulting Agreement, Mr. Steinmetz will provide strategic advice, business transition support, relationship management assistance and advisory support to the Company through December 31, 2027, unless terminated earlier pursuant to its terms (the “Consulting Period”). The Consulting Agreement provides for cash compensation equal to $66,000 per month, plus additional cash compensation of $720,000, to be paid in four quarterly payments during 2027, continued vesting of equity during the Consulting Period, and certain benefits upon a change of control and upon early termination as set forth in the Consulting Agreement. The Consulting Agreement also extends the restrictive covenants relating to non-

disparagement, confidential information, nonsolicitation and noncompetition contained in his employment agreement through the Consulting Period and for a specified period thereafter.

Pursuant to the Release, in exchange for a release of all claims, Mr. Steinmetz will receive a lump sum cash payment equal to $1,720,000 and, if Mr. Steinmetz elects to continue his health insurance coverage, payment of premiums for him and his dependents through the Consulting Period. The restricted stock previously awarded for his service as an employee will continue vesting in accordance with the original vesting schedules for so long as he continues to serve the Company as a consultant as provided in the Independent Contractor Agreement, and such equity awards will continue to be subject to clawback by the Company under its policies and applicable law or stock exchange listing standards.

The foregoing descriptions of the Consulting Agreement and Release are qualified in their entirety by reference to the full text of such agreements filed as Exhibits 10.2 and 10.3 attached hereto.

(b)Changes in Procedures By Which Security Holders May Recommend Nominees.

None

(c)Trading Arrangements.

During the six months ended June 30, 2026, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

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