April 17, 2025
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporate Finance
Office of Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mengyao Lu
Cara Lubit
Re: National Bank Holdings Corporation
Form 10K for Fiscal Year Ended December 31, 2024
File No. 001 – 35654
Dear U.S. Securities and Exchange Commission:
This letter response to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter from the Staff dated April 9, 2025 (the “Comment Letter”) regarding the above-referenced filing on Form 10-K (the “10-K”) of National Bank Holdings Corporation (the “Company”).
Form 10-K for Fiscal Year Ended December 31, 2024
Tangible Common Book Value Ratios, page 47
We note your presentation, here and in Exhibit 99.1 of your earnings release 8-K dated January 22, 2025, of non-GAAP measures “tangible common book value, excluding accumulated other comprehensive loss, net of tax” and “tangible common book value per share, excluding accumulated other comprehensive loss, net of tax.” These measures exclude the impact of accumulated other comprehensive income / loss (“AOCI/L”) and represent individually tailored accounting measures, given that the adjustments to exclude AOCI have the effect of changing the recognition and measurement principles required to be applied in accordance with GAAP. Please remove the presentation of these non-GAAP measures from your future filings. Refer to Question 100.04 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures and Rule 100(b) of Regulation G.
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