National Bank Holdings Corp

Previous report

We are expecting to incur substantial costs related to our transaction with Vista and integration of Vista into NBHC. If the transaction is not completed, we will have incurred substantial expenses without realizing the expected benefits of the transaction.

Previous report

On September 15, 2025, we announced our entry into a definitive agreement (the “merger agreement”) pursuant to which Vista will merge with and into the Company (the “merger”). NBHC expects to close the proposed transaction in the three months ended March 31, 2026, subject to regulatory approval, Vista shareholder approval and other customary closing conditions. An extended period of shutdown of portions of the U.S. federal government or other factors beyond NBHC’s or Vista’s control could negatively impact NBHC’s ability to timely complete the merger. We have incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employee benefit-related costs, filing fees and other regulatory fees, printing costs and other related costs. Some of these costs are payable by us regardless of whether or not the merger is completed. If the merger is not completed, we would have to recognize these expenses without realizing the expected benefits of the merger.

Previous report

Combining with Vista may be more difficult, costly or time consuming than expected, and we may fail to realize the anticipated benefits and cost savings of the merger.

Previous report

The success of the merger will depend, in part, on the ability to realize the anticipated cost savings from combining our business with Vista’s. To realize the anticipated benefits and cost savings from the merger, we must successfully integrate and combine our businesses in a manner that permits those cost savings to be realized. If we are not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected. In addition, the actual cost savings and anticipated benefits of the merger could be less than anticipated, and integration may result in additional unforeseen expenses.

Previous report

We have operated and, until the completion of the merger, must continue to operate, independently. It is possible that the integration process could result in the loss of key employees, the disruption of our ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the merger. Integration efforts between the two companies may also divert management attention and resources. These integration matters could have an adverse effect on us during this transition period and for an undetermined period after completion of the merger.

Previous report

Whether or not the merger is ultimately consummated, uncertainty about the effect of the merger on employees and customers may have an adverse effect on us. These uncertainties may impair our ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that deal with us to seek to change existing business relationships with us. In addition, subject to certain exceptions, we have agreed to a limited set of restrictions on our business activities prior to the effective time of the merger. The restrictions on us could prevent us from pursuing certain business opportunities that arise or taking certain corporate actions prior to the effective time of the merger.

Previous report

The continuation of the U.S. federal government shutdown could adversely affect the U.S. and global economy and our business, financial condition and results of operations.

Previous report

Disagreement over the U.S. federal budget has caused the U.S. federal government to shut down in recent weeks, which may continue for an indeterminate period of time. We originate, sell and service loans under various programs sponsored by the U.S. federal government, including the FHA and SBA. Any inability to engage in our commercial FHA or SBA origination and servicing business would lead to a decrease in our net income. Additionally, an extended period of shutdown of portions of the U.S. federal government could negatively impact the financial performance of certain clients and could negatively impact our clients’ access to certain loan and guaranty programs. Prolonged adverse political and economic conditions could have a material adverse effect on our business, financial condition and results of operations.