Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.)

​

​

​

​

Table of Contents

​

​

​

​

​

Table of Contents

Table of Contents

​

​

​

​

​

​

​

Table of Contents

General Information

​

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board of Directors” or the “Board”) of National Bank Holdings Corporation, a Delaware corporation (the “Company”, “NBHC”, “we”, “us” or “our”), to be used during our 2026 Annual Meeting of Shareholders (the “Meeting”) and at any postponements or adjournments thereof. The Meeting will be held in person at our Vista Bank, a division of NBH Bank, banking center located at 3225 Martin Luther King Jr. Boulevard, Dallas, TX 75210 at 8:30 a.m. Central Time on Thursday, May 7, 2026.

​

In this proxy statement, we refer to our employees as “associates;” and the Notice of Annual Meeting of Shareholders, this proxy statement, our 2025 Annual Report to Shareholders and the accompanying proxy, collectively, as our “Proxy Materials.” These Proxy Materials are first being sent to shareholders on or about April 3, 2026.

​

Holders of record of our shares of Class A common stock (“common stock”) at the close of business on March 24, 2026 (the “record date”) are entitled to notice of, and to vote at, the Meeting. As of such date, there were 44,692,472 shares of common stock outstanding and entitled to vote. In addition, as of such date, there were 952,463 shares of unvested restricted common stock entitled to vote. Each share of our common stock is entitled to one vote on all matters (in the case of Proposal 1, with respect to the election of each director). If your shares are registered directly in your own name, you are the shareholder of record with respect to those shares. If your shares are held in a brokerage account or by a broker, bank, or similar organization, then such broker, bank or similar organization is the “record holder” and you are the “beneficial owner” of shares held in “street name”.

​

Please read the Proxy Materials carefully. You should consider the information contained in these Proxy Materials when deciding how to vote your shares. You have a choice of voting by proxy over the Internet, by toll-free telephone number or by completing a proxy card and mailing it in the postage-paid envelope provided. If your shares are held in street name, please refer to your proxy card or the voting information provided by the record holder. As a beneficial owner, you have the right to instruct the record holder on how to vote your shares by using the voting instruction form or other procedures provided by the record holder. Voting via the Internet, by telephone or by mail will not prevent you from voting your shares during the Meeting. However, if your shares are held in street name, you must obtain a proxy, executed in your favor, from the record holder to vote in person during the Meeting. Otherwise, your shares will be voted in the manner in which you instructed the record holder of your shares. Even if you plan on attending the Meeting, we encourage you to vote your shares in advance of the Meeting to ensure that your vote will be represented in case your plans change.

​

We pay the cost of soliciting proxies. We have retained Alliance Advisors as our proxy solicitor for the Meeting and to provide strategic advice related to matters to be voted on at the Meeting. We expect to pay approximately $35,000, plus reimbursable costs, related to this engagement. Our directors, officers and associates may also solicit proxies by mail, telephone, fax, email, electronically or in person. We will not pay our directors, officers or associates any extra amounts for soliciting proxies. We may, upon request, reimburse brokerage firms, banks or similar nominees representing street name holders for their expenses in forwarding Proxy Materials to their customers who are street name holders and obtaining their voting instructions.

​

Any shareholder entitled to vote at the Meeting may attend the Meeting. If your shares are held through a bank, broker or other record holder and you would like to attend the Meeting, you will need to bring an account statement or other acceptable evidence of ownership of our common stock as of the record date. Each shareholder who attends the Meeting may be asked to present valid picture identification, such as a driver’s license or passport. Please note that the use of cell phones, tablets, recording and photographic equipment, computers and/or other similar devices is not permitted in the meeting room at the Meeting.

​

The Company’s principal executive offices are located at 7800 E. Orchard Road, Suite 300, Greenwood Village, Colorado 80111.

​

​

​

Table of Contents

Voting Matters

​

When you vote by proxy, your shares will be voted according to your instructions. If you are a shareholder of record and either (1) sign and return a proxy card without giving specific voting instructions or (2) indicate when voting by internet or by phone you wish to vote as recommended by the Board, then the persons named as proxy holders will vote your shares at the Meeting consistent with the Board’s recommendations as presented in this proxy statement. Also, if any other matters are properly presented at the Meeting for consideration, the proxy holders will have the discretion to vote for you on those matters. If you are a beneficial owner and your broker holds your shares in its name, the rules of the New York Stock Exchange (“NYSE”) permit your broker to vote on routine matters but not on non-routine matters. This means that your broker will be permitted to vote your shares on the ratification of the appointment of our independent registered public accounting firm (Proposal 2), even if the broker does not receive voting instructions from you, but will not be permitted to vote your shares on the other proposals if you do not timely provide instructions for voting your shares. This results in what is referred to as a “broker non-vote.”

​

Quorum

​

The presence, represented in person or by proxy, of the holders of a majority of the outstanding shares of our common stock entitled to vote during the Meeting shall constitute a quorum. Withheld votes, abstentions and broker non-votes are counted as present for purposes of establishing a quorum. If a quorum is not present at the scheduled time of the Meeting, the Meeting may be adjourned. The time and place of the adjourned meeting will be announced at the time the adjournment is taken, and no other notice will be given.

​

Votes Required for Approval

​

For Proposal 1 (election of directors), directors are elected by a plurality of the votes cast during the Meeting in person or by proxy, meaning that the ten director nominees who receive the most votes will be elected. You may vote “for” or “withhold” authority to vote for each of the nominees for election to the Board. Only votes “for” affect the outcome. Withheld votes and broker non-votes will have no effect on the voting results for this proposal. There is no cumulative voting for the election of directors.

​

Proposal 2 (ratification of the appointment of our independent registered public accounting firm) will be approved if a majority of the shares of our common stock present during the Meeting and entitled to vote cast their votes “for” this proposal. Abstentions will have the same effect as votes “against” this proposal. No broker non-votes are expected in connection with this proposal as brokers, banks or other nominees will have discretionary authority to vote shares for which street name shareholders do not provide voting instructions. Even if the appointment is ratified, our Audit and Risk Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it is determined that such a change would be in the best interest of the Company and our shareholders.

​

Proposal 3 (the advisory proposal on the compensation of our named executive officers (commonly known as “Say-on-Pay”)) will be approved if a majority of the shares of our common stock present during the Meeting and entitled to vote cast their votes “for” this proposal. Abstentions will have the same effect as votes “against” this proposal. Broker non-votes will have no effect on the voting results for this proposal. The advisory vote on executive compensation (Proposal 3) is non-binding. However, our Board and Compensation Committee will review the results of the vote and, consistent with our commitment to shareholder engagement, take such results into account in making executive compensation decisions.

​

Proposal 4 (approval of the proposed Amended and Restated National Bank Holdings Corporation 2023 Omnibus Incentive Plan (the “Omnibus Plan”)) will be approved if a majority of the shares of our common stock present during the Meeting and entitled to vote cast their votes “for” this proposal. Abstentions will have the same effect as votes “against” the proposal. Broker non-votes will have no effect on the voting results of this proposal.

​

Table of Contents

Approval of any other business that may properly come before the Meeting will require the affirmative vote of a majority of the shares of our common stock present or represented by proxy during the Meeting and entitled to vote thereon. Abstentions will have the same effect as a vote against any such proposal.

​

Voting by Registered and Beneficial Shareholders

You may vote your shares in person during the Meeting or by proxy in advance of the Meeting. There are three ways to vote by proxy:

​

​

​

​

Your voting instructions must be received by the proxy voting deadlines indicated on your proxy card, which provide that votes via the internet and telephone must be cast by 11:59 p.m. Eastern Time on May 6, 2026; and votes via mail must be received by 10:00 a.m. Eastern Time on May 6, 2026.

​

Even if you plan to attend the Meeting, we encourage you to vote your shares in advance of the Meeting using one of the methods described above.

​

Revocation of Proxy or Changing Your Vote

​

If you are a record holder, you may revoke your proxy or change your vote at any time as follows:

​

​

​

​

If your shares are held in street name, you must contact the record holder to revoke any prior voting instructions.

​

If you have any questions or require voting assistance, please contact us at IR@nationalbankholdings.com.

​

Table of Contents

Stock Ownership of Certain Beneficial Owners and Management

​

The following table sets forth, as of March 24, 2026, information regarding the beneficial ownership of our common stock by (i) each person known by us to own beneficially more than five percent of the shares of our common stock (our only class of voting securities outstanding); (ii) each of our “Named Executive Officers” or “NEOs” as defined below in “Compensation Discussion and Analysis;” (iii) each director; and (iv) all current directors and executive officers as a group.

​

We have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission (“SEC”). Except as indicated in the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the tables below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws. We have based our calculation of the percentage of beneficial ownership on 45,644,935 shares, which number is comprised of 44,692,472 shares of common stock outstanding and 952,463 shares of unvested restricted common stock (which shares of restricted stock are entitled to voting rights), in each case as of March 24, 2026.

​

In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of common stock subject to options held by that person that are currently exercisable or exercisable within sixty days of March 24, 2026. We, however, did not deem these shares outstanding for the purpose of computing the percentage ownership of any other person. Beneficial ownership representing less than 1% is denoted with an asterisk (*).

​

​

​

​

​

Table of Contents

​

​

​

Table of Contents

Proposal 1 - Election of Directors

​

Size and Composition of Board. In accordance with the terms of the Agreement and Plan of Merger, dated as of September 15, 2025 (the “Merger Agreement”), by and among NBHC, Vista Bancshares, Inc. (“Vista”) and Bryan Wick, solely in his capacity as the shareholders’ representative, as of the effective time of the merger of Vista with and into NBHC the size of the Board was increased by one to consist of a total of ten directors, and Kirk A. McLaughlin, a former director of Vista, became a member of the Board. The current members of the Board are G. Timothy Laney (Chairman), Ralph W. Clermont (independent Lead Director), Robert E. Dean, Robin A. Doyle, Alka Gupta, Fred J. Joseph, Kirk A. McLaughlin, Patrick G. Sobers, Micho F. Spring, and Art Zeile. The ages set forth below are as of the date of our Meeting.

​

Nominees. Upon the recommendation of the Nominating & Governance Committee, the Board has nominated each of the directors named below for reelection to the Board. Other than as set forth in the Merger Agreement, there are no arrangements between any director and any other person pursuant to which such director was or is to be selected as a director or nominee. With the exception of Mr. Laney, who serves as our Chairman and Chief Executive Officer (“CEO”), the Board has determined that each of these nominees is an independent director, as discussed further below under “Director Independence.”

​

Each of the directors elected during the Meeting will be elected for a one-year term which expires at the next annual meeting of shareholders and will serve until the director’s successor has been elected and qualified, or until the director’s earlier resignation or removal.

​

In the event that any nominee is no longer a candidate for director at the time of the Meeting, the proxyholders will vote for the rest of the nominees and may vote for a substitute nominee in their discretion. To the best of its knowledge, the Company has no reason to believe that any of the nominees will be unable to serve as directors if elected.

​

​

Table of Contents

​

​

Table of Contents

​

​

Table of Contents

​

​

Table of Contents

​

​

​

Table of Contents

​

​

​

Table of Contents

Governance

​

The Board is committed to sound and effective governance principles and practices. The Board has adopted Governance Guidelines to provide the framework for the governance of the Board and the Company. These guidelines set forth, among other matters, qualifications for Board membership, director independence standards, director responsibilities, information about the structure of the Board and its committees, director compensation, management succession and Board self-evaluation. Each director serves for a one-year term. We do not have a staggered or classified Board.

​

The Board has adopted a Code of Business Conduct and Ethics that applies to all of our associates as well as our directors. Additionally, the Board has adopted a Supplemental Code of Ethics for CEO and Senior Financial Officers (together with the Code of Business Conduct and Ethics, the “Codes of Ethics”). We expect all of our associates to adhere to the highest standards of ethics and business conduct with other associates, clients, shareholders and the communities we serve and to comply with all laws, rules, and regulations that govern our business.

​

Shareholders and other interested persons may view our Governance Guidelines, Codes of Ethics and other key information about our corporate governance on our website at www.nationalbankholdings.com.

​

Board and Committee Meetings; Annual Meeting Attendance

​

Directors are expected to attend all Board meetings and meetings of committees. Only committee members vote on committee actions taken.

​

The Board held six meetings during 2025 and each director attended at least 75% of the total number of meetings of the Board and committees on which he or she served. The Board and each standing committee regularly meet in executive session. During 2025, the Board met in executive sessions without the CEO and other members of management present three times. During 2025, the independent Lead Director chaired each of the executive sessions of the Board, and the chairs of each committee chaired the executive sessions of the committees.

​

All directors are expected to attend each annual meeting of shareholders of the Company. In 2025, all directors attended the Company’s annual meeting of shareholders.

​

Committees of the Board

​

The Board has established three standing committees: Audit & Risk Committee, Compensation Committee and Nominating & Governance Committee. The Board’s committees act on behalf of the Board and report on their activities to the entire Board. The Board appoints the members and chair of each committee based on the recommendation of the Nominating & Governance Committee. The Audit & Risk Committee has also delegated authority to a sub-committee to oversee Emerging Technologies.

​

Table of Contents

The following table provides membership information for each of the Board’s standing committees as of the date of this proxy statement.

​

*Member of the Emerging Technologies Sub-Committee (Art Zeile, Chair)

​

With respect to each standing committee, the Board has adopted a charter that addresses its purpose, authority and responsibilities and contains other provisions relating to, among other matters, membership and meetings. In its discretion, each committee may form and delegate all or a portion of its authority to subcommittees of one or more of its members. As required by its charter, each committee periodically reviews and assesses its charter’s adequacy and reviews its performance, and also is responsible for overseeing risk related to the responsibilities described in its charter. Shareholders and other interested persons may view each committee’s charter on the Governance section of our website at www.nationalbankholdings.com.

​

Audit & Risk Committee

​

Purpose and Responsibilities. The Audit & Risk Committee is responsible for, among other things:

​

​

Membership and Meetings. Under its charter, the Audit & Risk Committee must have a minimum of three members. No Audit & Risk Committee member may serve on the audit committee of more than two other public companies. Each member of the Audit & Risk Committee is independent, as independence for audit committee members is defined by NYSE and SEC rules, as discussed below under “Director Independence.” The Board has determined, in its business judgment, that each current member of the Audit & Risk Committee is financially literate as required by NYSE rules, and that Mr. Clermont, the committee’s chair, Ms. Doyle, and Mr. McLaughlin each qualify as an “audit committee financial expert” as defined by SEC regulations.

​

The Audit & Risk Committee meets as often as necessary to carry out its responsibilities, but no less than quarterly. In 2025, the Audit & Risk Committee met four times.

​

Table of Contents

Compensation Committee

​

Purpose and Responsibilities. The Compensation Committee is responsible for, among other things:

​

The Compensation Committee’s process and procedures for establishing compensation for our Named Executive Officers is discussed in the “Compensation Discussion and Analysis” section elsewhere in this proxy statement.

​

Membership and Meetings. Under its charter, the Compensation Committee must have a minimum of three members, all of which must meet the definition of a “non-employee director” under Rule 16b-3 of the Securities Exchange Act of 1934 (the “Exchange Act”). All Compensation Committee members must be independent under NYSE rules. The Board has determined that each current Compensation Committee member meets these qualifications, as further discussed below under “Director Independence.” The Compensation Committee meets as often as necessary to carry out its responsibilities, but no less than quarterly. In 2025, the Compensation Committee met five times.

​

Nominating & Governance Committee

​

Purpose and Responsibilities. The Nominating & Governance Committee is responsible for, among other things:

​

​

Information about the Nominating & Governance Committee’s process and procedures for establishing director compensation appears below under the “Director Compensation” section.

​

Membership and Meetings. Under its charter, the Nominating & Governance Committee must have a minimum of three members, each of whom must be independent under NYSE rules. The Board has determined that each member meets this standard, as discussed below under “Director Independence.” The Nominating & Governance Committee meets as often as necessary to carry out its responsibilities, but no less than quarterly. In 2025, the Nominating & Governance Committee met four times.

​

Table of Contents

Director Nomination Process, Director Qualifications and Skills

​

Director Selection Process. The Nominating & Governance Committee is responsible for identifying and reviewing the qualifications and skills of Board candidates, and for recommending candidates for membership on our Board of Directors, whether for election by the shareholders or to fill any vacancies that may occur. The Nominating & Governance Committee may consider director candidates from a wide range of sources, including referrals from shareholders, officers, and directors.

​

Director Qualifications. The Nominating & Governance Committee considers experience, skills, age and self-identified diversity attributes in its assessment of potential nominees for Board membership. The Board has continually sought directors with backgrounds and skills important to the priorities of the Company, which continue to evolve in connection with our strategic objectives, including our digital strategy.

​

The breadth and experience of this Board is reflected in the Board Skills Matrix chart below. Each director and nominee possesses numerous other skills, experience and competencies not identified below. Identification in the table below represents a significant area of experience or expertise which the Board considers to contribute significantly to the overall Board skill set. A director or nominee may possess an experience or expertise even if such is not identified in the table. Director and nominee biographies above under “Proposal 1 – Election of Directors” describe each person’s background and relevant experience in more detail.

​

​

Board Refreshment. The Board is committed to ongoing refreshment to ensure it maintains an effective balance of skills, experience, diversity, and independent perspectives. Over the past five years, we have strategically added four new Board members with important experience and skillsets. These have included Patrick G. Sobers (August 2021), Alka Gupta (November 2021), Robin A. Doyle (March 2024), and Kirk A. McLaughlin (January 2026). Mr. Sobers brought his 30+ years of banking experience to the Board in 2021. We added high-level technology and cybersecurity expertise in 2016 with the addition of Mr. Zeile and, in 2021, Ms. Gupta joined our Board with deep experience in digital transformation and digital payment systems. Ms. Doyle added significant experience in accounting, risk management and regulatory affairs when she joined the Board in 2024. This year, Mr. McLaughlin added significant banking experience and civic leadership due to his 40 years of experience in financial services, governance and non-profit organizations. Further, he qualifies as an “audit committee financial expert” as defined by SEC regulations.

​

As a result of these efforts, the Board today reflects a well-balanced mix of skills, tenure and age. The Board believes that this thoughtful approach to refreshment enhances oversight, supports long term strategy, and

Table of Contents

ensures that our directors collectively possess the diverse qualifications, experience and expertise necessary to guide the Company’s future growth and success.

​

Shareholder Nominations. Shareholders are welcome to recommend candidates for membership on the Board. The Nominating & Governance Committee, in accordance with its charter, will evaluate shareholder recommended candidates in the same manner that it evaluates other potential nominees. Our Bylaws require timely notice of shareholder nominations to our Secretary, as further discussed below under “2027 Annual Meeting of Shareholders – Shareholder Proposals.” In order to make a nomination, a shareholder must be a shareholder at the time the Company gives notice of its annual meeting and at the time of the annual meeting, must be entitled to vote at the annual meeting, and must comply with the procedures of our Bylaws, which require certain information regarding shareholders who wish to nominate candidates for Board membership. This includes (i) the name and address of such shareholder, as they appear on the Company’s books, of such beneficial owner, if any, and of their respective affiliates or associates or others acting in concert therewith (collectively, the “Nominating Party”); (ii) information regarding the shares owned by the Nominating Party; (iii) information regarding derivative and other instruments regarding the Company’s stock that the Nominating Party owns; (iv) contracts, arrangements, understandings or relationships the Nominating Party has entered into concerning the Company’s stock; and (v) other information relating to the Nominating Party that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitations of proxies for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. For a complete description of the requirements and procedures for shareholder nominations, please refer to our Bylaws.

​

Compensation Committee Interlocks and Insider Participation

​

During 2025, Messrs. Zeile, Clermont, and Dean and Ms. Gupta served as members of our Compensation Committee. None of them has at any time been an officer or associate of the Company, and none has had any relationship with the Company of the type that is required to be disclosed under Item 404 of Regulation S-K. None of our executive officers serves or has served as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of another entity that has one or more executive officers serving as a member of our Board of Directors or Compensation Committee.

​

Director Independence

​

Our Governance Guidelines and committee charters require that a majority of the members of the Board of Directors and all members of the Audit & Risk Committee, the Compensation Committee and the Nominating & Governance Committee meet the criteria for independence required by the NYSE. Our Governance Guidelines also require all members of the Audit & Risk Committee to meet the heightened independence requirements for audit committee members under NYSE rules and the Exchange Act.

​

In February 2026, the Board, with the assistance of the Nominating & Governance Committee, undertook its annual review of director independence. In connection with this review, the Board evaluated banking, commercial, business, investment, legal, charitable, consulting, familial or other relationships with each director, and us and our affiliates. As a result of this review, the Board affirmatively determined that all of our directors (except Mr. Laney, who is an executive officer of the Company) are independent of the Company and its management under the corporate governance standards of the NYSE. The Board also confirmed that all members of the Board’s committees are independent under applicable NYSE and SEC rules.

​

Board Leadership Structure

​

The Board is responsible for overseeing the exercise of corporate power and seeing that our business and affairs are managed to meet our stated goals and objectives and that the long-term interests of our shareholders are served. The Company’s Governance Guidelines reserve the right to our Board to vest the responsibilities of the Chairman of the Board and the Chief Executive Officer in the same individual. The Board believes that it is in the best interests of the Company for the Board, in consultation with the Nominating & Governance Committee, to make this determination from time to time based on the

Table of Contents

circumstances and direction of the Company and the membership of the Board. Pursuant to the Company’s Governance Guidelines, when the position of Chairman of the Board is not held by an independent director, the independent directors shall appoint an independent director to serve as Lead Director.

​

The Board has elected our Chief Executive Officer, Tim Laney, to serve as Chairman of the Board, and Mr. Clermont to serve as the independent Lead Director. The Board has concluded, based upon the Company’s size and history and its years of experience with Mr. Laney as Chief Executive Officer and as a fellow director, that a combined Chairman and CEO role for Mr. Laney, and an independent lead director with a strong role and defined authorities, continues to be the most appropriate corporate governance structure for the Company. The Board believes that Mr. Laney’s strong leadership roles with the Company’s shareholders and other stakeholders and with the Company’s ongoing strategic planning, among other factors, and Mr. Clermont’s demonstrated ability to work with the Company’s senior management and provide independent leadership on Board and committee issues is in the best interest of the Company and its shareholders and has enhanced Board communication and strategic planning.

​

The Board believes that both the duties of the independent Lead Director under the Company’s Governance Guidelines and the Board’s practice of regular meetings of, and communications between, directors in executive session without management are important parts of the Company’s corporate governance safeguards. Pursuant to the Company’s Governance Guidelines, the duties of the Lead Director include: (i) serving as a liaison, and facilitating communication between the Chairman of the Board and the other directors; (ii) organizing, convening and presiding over executive sessions of the independent directors; (iii) presiding at all meetings of the Board at which the Chairman of the Board is not present; (iv) approving meeting schedules and agendas proposed by the Chairman and Chief Executive Officer, and consulting with the Chairman and Chief Executive Officer regarding the information to be provided to the directors in conjunction with such meetings; (v) serving as an advisor to the Board committees, chairs of the Board committees and other directors; (vi) serving as a member ex officio of each of the Board’s standing committees, with full voting rights on each such committee; (vii) if requested by major shareholders, ensuring that he or she is available for consultation and direct communication; (viii) calling meetings of the Board if deemed advisable by the independent Lead Director; and (ix) such other duties and responsibilities as assigned from time-to-time by the independent directors. As part of his duties as independent Lead Director, Mr. Clermont meets regularly with Mr. Laney and other executives throughout the year.

​

Our current Board leadership structure supports the independence of directors. The non-employee directors strive to meet in executive session without the Chairman and CEO or anyone from management a minimum of four times a year and each of the standing committees is comprised solely of and led by independent directors. Our independent Lead Director presides at each executive session of the independent directors of the Board, and the independent committee chairs preside over the executive sessions of their respective committees. Moreover, both the Chairman and the independent Lead Director, as well as Ms. Spring and Messrs. Joseph and Sobers, serve as members of the boards of directors of NBH Bank and the Bank of Jackson Hole Trust, which further contributes to the oversight of our business, management and policies.

​

Succession Planning

​

The Compensation Committee oversees the Company’s talent management and succession planning process, including succession planning for the position of CEO, and periodically reports to the Board on these topics. The entire Board works with the Compensation Committee to identify and evaluate potential successors to the CEO and to establish policies regarding succession in the event of an emergency or the retirement of the CEO. The CEO also provides recommendations and evaluations of potential successors, along with a review of any professional development plans recommended for such individuals. In addition, the Compensation Committee, with input from the CEO and other members of management as appropriate, annually reviews the Company’s program for executive talent development and succession planning for executive officers other than the CEO. The appointments of Mr. Birkans to President, Ms. Van Denabeele to Chief Financial Officer and Mr. Steinmetz to Executive Vice Chair and Executive Managing Director of Strategic Initiatives at NBH Bank are recent examples of the Company’s executive succession processes.

​

Table of Contents

The Board’s Role in Risk Oversight

​

Our Board of Directors oversees risk management throughout the Company. The Board accomplishes this primarily through its three standing committees, each of which is active in risk management.

​

The Audit & Risk Committee is responsible for oversight of the management of risks across various aspects of our Company, including, but not limited to, market, credit, liquidity, fraud, legal, compliance, financial, operational (including cybersecurity) and reputational risks. The Audit & Risk Committee is further responsible for reviewing and approving guidelines, policies and processes for managing these risks. The Audit & Risk Committee monitors the Company’s risk exposure in all risk categories through regular reports prepared by members of management, including the Company’s Chief Risk Management Officer (“CRMO”). The Audit & Risk Committee determines the risk appetite of the Company and makes recommendations regarding such to the Board of Directors. Additionally, the Audit & Risk Committee regularly meets with representatives from the Company’s internal audit team and the Company’s independent registered public accounting firm, including in executive sessions without management present.

​

The Company devotes considerable resources to protect the confidentiality, integrity, and availability of its subsidiary banks’ systems and data, including associate and client information. Through coordinated efforts across our information technology, risk management, and third parties, we continuously enhance our suite of cyber-defense and information security capabilities. The Audit & Risk Committee is updated quarterly on information security, cybersecurity trends and artificial intelligence, and receives an annual report on the Company’s Information Security Risk Assessment efforts. Mr. Zeile, one of our directors who has extensive experience in information technology and cybersecurity matters, regularly discusses the Company’s technology initiatives with senior management responsible for these areas. In addition, Ms. Gupta has added deep experience in digital transformation and digital payment systems to our Audit & Risk Committee as a member. Both Mr. Zeile (chair) and Ms. Gupta, along with Mr. Clermont and Ms. Doyle, are members of the Emerging Technologies Sub-Committee of our Audit & Risk Committee, which assists with oversight of emerging technologies with respect to current and future risks associated with new technologies implemented or being considered by the Company and how such technologies fit into the Company’s overall strategy.

​

The Compensation Committee oversees risks related to compensation and human capital management, including risks that may arise from the Company’s incentive compensation practices. The Compensation Committee oversees and evaluates the design, administration and risk management of all of the Company’s material incentive compensation arrangements to ensure consistency with safety and soundness principles and to appropriately balance risk and reward. The Compensation Committee also oversees an annual compensation risk assessment to review the Company’s incentive compensation practices and identify any compensation practices that may present an unacceptable level of risk to the Company. In addition, the Compensation Committee oversees risks associated with human capital management in its oversight of the Company’s talent management and succession planning process.

​

The Nominating & Governance Committee oversees the Company’s governance program. This includes the Company’s Codes of Ethics, Insider Trading Policy, disclosure policies, management of potential conflicts of interest, including related party transactions, and director independence.

​

Communications with Directors

​

Shareholders and other interested parties who wish to communicate with the Board, the independent directors as a group, or one or more individual directors may do so by contacting our Secretary by mail at National Bank Holdings Corporation, Attn: Secretary, 7800 E. Orchard Road, Suite 300, Greenwood Village, CO 80111. Communications will be compiled by our Secretary and submitted to the intended recipient(s) on a periodic basis. In general, communications relating to corporate governance and Board matters are more likely to be forwarded than communications relating to ordinary business affairs or commercial solicitations.

​

​

Table of Contents

Doing Good at NBH

​

Our corporate culture is driven by our core values of integrity, meritocracy, teamwork, and citizenship. The Company was founded in 2009 during the great recession, and the strong fundamentals and conservative principles that we put in place at our inception have consistently shaped how we operate our business.

​

It is our strong belief in “Doing Good” for our clients, our communities and our associates. Through our Doing Good initiatives, we focus on strengthening the communities and markets in which we do business. Our Doing Good Committee is comprised of a multi-disciplinary group of associates throughout the Company and is overseen by members of our executive management team with regular reporting to our Board of Directors.

​

Responsible and Client-Focused Business Practices

​

Our commitment to deliver common sense banking through building relationships with our clients that are based on the principles of fairness and simplicity continues to guide our business practices. We recognize that if our clients succeed, we succeed.

​

Our banking subsidiaries are community banks that understand small businesses are critical for job creation, innovation and keeping money in the local communities we serve. We are an approved lender in the Small Business Administration’s (“SBA”) Preferred Lender Program. We offer a range of SBA loans and products to support our small business clients seeking to grow and expand their businesses.

​

Knowledge is power, and we communicate regularly through email and our bank websites to keep our clients informed on a number of important topics, including cybersecurity, fraud, financial planning, business trends, and more.

​

Doing Good in Our Communities

​

We recognize our role in building and contributing to the growth, financial well-being, health and safety of our surrounding community and workforce. We believe that our Company’s long-term success is deeply tied to the prosperity of the communities we serve. Our focus is on investing our time, talent, and resources to help people (1) find meaningful work, (2) find affordable housing and (3) become financially empowered.

​

We strive to make a positive impact in the communities we serve through consistent engagement, as well as maintaining strong partnerships with a wide range of charitable organizations and causes. All of our associates are granted eight paid hours each year to donate their time to non-profit organizations, including those that align with our Community Reinvestment Act (CRA) initiatives. In addition to volunteering their time, we encourage our associates hold board and committee positions, both internally and externally, with the goal of bettering the communities we serve.

​

We held our 2025 Do More Charity Challenge^® and Do More Concert^® in Utah, bringing total contributions since inception of our do more initiatives to approximately $2 million for non-profits in our communities. In addition to these events, we continue to contribute directly to a wide range of nonprofits in our communities through NBH Charitable Foundation, which provided much needed funding to, among others, the following nonprofits in 2025: A Precious Child and Habitat for Humanity in Metro Denver, Junior Achievement in Kansas City, Utah, Texas, and Idaho, People Fund in Texas, Hope House in Kansas City, and Homewise in New Mexico.

​

Also, we seek to manage our environmental footprint through the use of environmentally conscious office products and materials and by evaluating the efficient use of office and banking center space. We continue to focus and invest in our mobile and digital platforms, which may contribute to a reduction in paper usage and lower fuel-related emissions. From time to time, we have provided financing to businesses engaged in green or sustainable activities and continue to evaluate opportunities to support such industries.

​

Table of Contents

Supporting Our People

​

Our core values also represent our belief that our Company’s long-term success is deeply tied to having a dedicated and engaged workforce. As of December 31, 2025, we employed 1,250 full-time and 52 part-time associates throughout our business footprint. The average tenure of service of our associates at December 31, 2025, was approximately six years.

​

We work diligently to attract, develop and retain associates who reflect the communities we serve. We are committed to building and contributing to a healthy workplace environment for our associates by investing in competitive compensation and benefit packages, fostering diverse viewpoints and backgrounds, providing training and career development opportunities, driving engagement of our associates and promoting qualified associates within our organization. Our compensation structure recognizes the individual performance of our associates through merit-based salary increases with a focus on variable pay and paying for performance.

​

In addition, we encourage our associates to plan for their long-term financial stability. Our associates have the opportunity to participate in our 401(k) plan, which includes contribution matches from the Company. Additionally, we offer a stock purchase plan (ESPP) to our associates which allows them to purchase shares in our Company at a 10% discount.

​

We strongly believe that investing in our associates and communities are important elements in building and sustaining a successful organization and a positive, results-driven culture. The Company has implemented programs to foster leadership opportunities for the entire associate base, such as engagement surveys as well as events with keynote speakers, panels and forums to gather associate feedback.

​

We are also committed to providing a safe and secure work environment in accordance with applicable labor, safety, health, anti-discrimination and other workplace laws. We strive for all of our associates to feel safe and empowered at work. To that end, we maintain a whistleblower hotline available 24/7 that allows associates and others to anonymously voice concerns. We prohibit retaliation against any individual who reports a concern or assists with an inquiry or investigation.

​

Director Compensation

​

Compensation Principles. The Nominating & Governance Committee and the Board believe director compensation should be based upon the following principles:

​

​

Compensation Elements. During 2025, each director (other than Mr. Laney) received an annual cash retainer of $75,000 for his or her service as a member of the Board of Directors. The chair of the Audit & Risk Committee received an additional annual cash retainer of $30,000 and each of the chairs of the Compensation and Nominating & Governance Committees received an additional annual cash retainer of $20,000. All cash retainers for our directors are paid quarterly, in arrears. In addition, each director (other than Mr. Laney and Mr. Clermont) received an award of restricted common stock with an aggregate grant date fair value of $120,000. For his service as the independent Lead Director, Mr. Clermont received additional compensation of $30,000, which was paid $10,000 in cash and $20,000 in restricted common stock. The annual grants were made on the day of our 2025 annual meeting of shareholders and vest 50% after 180 days following the grant date and 50% on the date immediately preceding our next annual meeting of shareholders, in each case, subject to continued service through the vesting date. No individual meeting fees are paid for either Board meetings or committee meetings, whether in person or virtually. We reimburse directors for expenses incurred in their Board service, including the cost of attending Board and committee

Table of Contents

meetings. We generally do not provide personal benefits (perquisites) to our directors. Our directors are eligible to participate in the Company’s Nonqualified Deferred Compensation Plan described in “Nonqualified Deferred Compensation Plan” below. In 2025, Ms. Spring participated in the Nonqualified Deferred Compensation Plan.

​

Compensation Review. Our director compensation structure and amounts are reviewed regularly by the Nominating & Governance Committee and the Compensation Committee’s independent compensation consultant, Pay Governance, LLC (“Pay Governance”). Pay Governance also assists the Compensation Committee with fulfilling its responsibilities related to the oversight of executive officer compensation. Our director compensation package was last reviewed relative to our peer group in October 2025 with Pay Governance; prior to that, our director compensation package had not been revised or reviewed with an independent compensation consultant since November 2022. Based on the most recent review, and upon the recommendation of the Nominating & Governance Committee, our full Board approved changes to our director compensation package effective January 1, 2026 to, among other things, align with the general industry median and maintain NBHC’s positioning in the peer group, while also maintaining a pay mix that is focused on equity. These changes included increasing the cash retainer for all directors to $90,000 and increasing the equity award component for all directors to $135,000. The additional compensation for the independent Lead Director was increased to $35,000, which is payable $15,000 in cash and $20,000, in restricted common stock; and the cash retainer for the Audit & Risk Committee chair was increased to $35,000.

​

Stock Ownership Guidelines. We believe ownership of NBHC common stock aligns the interests of our directors with those of our shareholders and emphasizes the long-term aspects of equity-based compensation. Under the current director stock ownership guidelines (the “Director Stock Ownership Guidelines”), each of our non-employee directors is required to beneficially own shares of NBHC common stock worth five times their annual board cash retainer within five years of their appointment to the Board (the “Director Minimum Ownership Threshold”). Shares counted for the purposes of the Director Stock Ownership Guidelines include vested restricted shares and all other shares of common stock owned outright. Unvested restricted shares and unexercised stock options do not count towards the threshold. Directors who have not achieved the Director Minimum Ownership Threshold are required to retain 50% of the after-tax portion of all vested common stock awards until the threshold is met. As of March 24, 2026, all non-employee directors were in compliance with the Director Minimum Ownership Threshold, with the exception of Ms. Gupta and Ms. Doyle who joined the Board in November 2021 and March 2024, respectively.

​

Mr. Laney, as an associate of the Company, does not receive separate compensation for his service on the Board. Information on his compensation and applicable stock ownership guidelines is included under the section “Executive Compensation” elsewhere in this proxy statement.

​

The Compensation of our non-employee directors (other than Mr. McLaughlin who was appointed January 7, 2026) for 2025 was as follows:

​

2025 Director Compensation Table

Table of Contents

​

​

​

Certain Relationships and Related Person Transactions

​

Related Person Transactions Policy and Procedures

​

The Board has adopted a written policy that establishes a framework for the review and approval or ratification of transactions between the Company and its related persons and/or their respective affiliated entities. We refer to this policy as our “Related Person Transactions Policy.” Under the Related Person Transactions Policy, no Related Person Transaction may be consummated or continued unless approved by the Nominating & Governance Committee. The Related Person Transactions Policy is available on our website at www.nationalbankholdings.com.

​

“Related Persons” under this policy include our directors, director nominees, executive officers, persons who recently served as directors or executive officers, holders of more than 5% of any class of our voting securities and immediate family members of any of the foregoing persons. An “immediate family member” of a related person means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law of a related person and any person (other than a tenant or employee) sharing a household with a related person.

​

A “Related Person Transaction” is any transaction, arrangement or relationship (or series of similar transactions, arrangements or relationships) in which the Company (or any of its subsidiaries) is, was or will be a participant and the amount involved exceeds $120,000, and in which the Related Person had, has or will have a direct or indirect material interest, other than:

​

Table of Contents

​

The Nominating & Governance Committee is responsible for approving, ratifying or disapproving of all Related Person Transactions. Prior to the consummation of any Related Person Transaction, Company management is responsible for providing the Nominating & Governance Committee with all material information regarding the potential Related Person Transaction and the interest of any Related Persons in such transactions. The Nominating & Governance Committee will only approve or ratify a Related Person Transaction if it determines that the transaction is in, or not inconsistent with, the best interests of the Company and its shareholders. No member of the Nominating & Governance Committee will participate in the review, consideration or approval of any Related Person Transaction with respect to which such member or any member of his or her immediate family is a Related Person.

​

In the event management determines it is impractical or undesirable to wait until the next meeting of the Nominating & Governance Committee to approve a Related Person Transaction, the Chair of the Nominating & Governance Committee may review and approve the Related Person Transaction, in accordance with the Related Party Transaction Policy. The Chair of the Nominating & Governance Committee will report any such approval to the Nominating & Governance Committee at its next regularly scheduled meeting.

​

Ordinary Course Transactions

​

Certain of our executive officers and directors, or their immediate family members and affiliates, are clients of or have, from time to time, engaged in banking (e.g., deposits, loans, etc.) and/or trust and wealth services transactions with NBH Bank and/or Bank of Jackson Hole Trust (our wholly owned bank subsidiaries). We expect to continue such relationships in the future. All loans or other extensions of credit made by NBH Bank or Bank of Jackson Hole Trust to such individuals were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unaffiliated third parties and did not involve more than the normal risk of collectability or present other unfavorable features.

​

Table of Contents

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm

​

The Audit & Risk Committee of the Board of Directors has appointed KPMG LLP (“KPMG”) as our independent registered public accounting firm for the year ending December 31, 2026, and the Audit & Risk Committee has determined that such appointment is in the best interest of the Company and its shareholders. KPMG’s tenure as the auditor of the financial statements of the Company began in 2010, which included auditing the 2009 financial statements. To help ensure the independence of our independent registered public accounting firm, the Audit & Risk Committee oversees the required five year rotation of our lead audit partner and also, on a periodic basis, considers the rotation of our independent registered public accounting firm. In determining whether to reappoint KPMG, the Audit & Risk Committee periodically considers, among other things, the following: (1) the advisability and potential impact of selecting a different independent registered public accounting firm, (2) experience auditing banks our size, (3) reasonableness of fees, (4) the quality of communications with the Audit & Risk Committee and management, (5) a review of KPMG’s performance of the annual audit, and (6) a review of the quality initiatives and steps KPMG is taking to improve the quality and efficiency of its audits.

​

Shareholders will vote during the Meeting to ratify such appointment. Representatives from KPMG are expected to be present at the Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

​

​

KPMG Fees

​

We incurred the fees shown in the following table for professional services provided by KPMG for 2025 and 2024:

​

​

Audit Fees. Audit fees principally relate to the audit of our annual financial statements, the review of our quarterly financial statements, the audit of our internal control over financial reporting, attendance at Audit & Risk Committee meetings, accounting and audit consultations, and consent procedures.

​

Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees” above. There were no audit-related fees paid to KPMG in 2025 and 2024.

​

Tax Fees. Tax fees principally relate to the preparation of tax returns, compliance services, tax planning and consultation services. There were no tax fees paid to KPMG in 2025 and 2024.

​

All Other Fees. All other fees consist of fees for products and services other than the services reported above. There were no such fees paid to KPMG in 2025 and 2024.

​

Table of Contents

The Audit & Risk Committee has determined that the provision of services by KPMG described in the preceding paragraphs is compatible with maintaining KPMG’s independence. All audit engagement hours were performed by KPMG’s full-time, permanent employees.

​

​

Audit & Risk Committee Pre-Approval Policies and Procedures

​

The Audit & Risk Committee selects and oversees our independent registered public accounting firm. The Audit & Risk Committee’s charter requires that the committee pre-approve all audit, audit-related, tax and other services performed by the independent registered public accounting firm, subject to de minimis exceptions for certain non-audit services, so long as such services are approved by the Audit & Risk Committee prior to the completion of the audit. In approving any non-audit services, the Audit & Risk Committee considers whether the provision of the services would impair the independent registered public accounting firm’s independence.

​

The Audit & Risk Committee may delegate pre-approval authority and responsibility to individuals or to designated subcommittees consisting of one or more members of the committee, provided that any such pre-approvals are presented to the committee at its next scheduled meeting. The Audit & Risk Committee has delegated such pre-approval authority to its Chair.

​

The Audit & Risk Committee pre-approved all of the audit services provided by KPMG in 2025 and 2024.

​

​

Table of Contents

Audit & Risk Committee Report

​

The Audit & Risk Committee’s charter, a copy of which is available on the Governance section of our website at www.nationalbankholdings.com, sets forth the Audit & Risk Committee’s purposes and responsibilities. The eight members of the Audit & Risk Committee are named below. Each member is independent, as independence for audit committee members is defined by NYSE rules and SEC regulations. The Board has determined, in its business judgment, that each member of the Audit & Risk Committee is financially literate as required by NYSE rules and that Messrs. Clermont and McLaughlin and Ms. Doyle each qualify as an “audit committee financial expert” as defined by SEC regulations.

​

Management has primary responsibility for our consolidated financial statements, the overall reporting process, maintaining adequate internal control over financial reporting and, with the assistance of our internal auditors, assessing the effectiveness of our internal control over financial reporting. The Audit & Risk Committee reviews with management the Company’s major financial risk exposures and the steps management has taken to monitor, mitigate, and control such exposures. The independent auditors are responsible for expressing an opinion that the consolidated financial statements have been prepared in accordance with generally accepted accounting principles, that management’s assessment that the Company maintained effective internal control over financial reporting is fairly stated, and that the audit of the Company’s consolidated financial statements by the external auditor has been carried out in accordance with Standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). This audit serves as a basis for the auditors’ opinion included in the annual report to shareholders addressing whether the financial statements fairly present our financial position, results of operations, and cash flows in conformity with U.S. generally accepted accounting principles as of and for the year ended December 31, 2025 and whether our internal controls over financial reporting were, in all material respects, effective. The Audit & Risk Committee’s responsibility is to monitor and oversee these processes.

​

The Audit & Risk Committee has reviewed and discussed our 2025 audited consolidated financial statements with management and KPMG. The Audit & Risk Committee has discussed with KPMG the matters required to be discussed by PCAOB Auditing Standard No. 1301, Communications with Audit Committees, including matters relating to the conduct of the audit of our consolidated financial statements and management’s assessment of internal control over financial reporting, and applicable requirements of the SEC. KPMG has provided to the Audit & Risk Committee the written disclosures required by applicable requirements of the PCAOB regarding KPMG’s communications with the Audit & Risk Committee concerning independence, and the Audit & Risk Committee has discussed with KPMG that firm’s independence from us. Based on this review and these discussions, the Audit & Risk Committee recommended to the Board that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2025, for filing with the SEC.

​

Current Members of the Audit & Risk Committee

​

​

​

Table of Contents

Proposal 3 - Advisory Vote on Executive Compensation (Say-on-Pay)

​

Non-Binding Advisory Vote

​

The Company seeks your advisory vote on the following resolution to approve the compensation of our Named Executive Officers:

​

“Resolved, that the shareholders of National Bank Holdings Corporation hereby approve, on an advisory, non-binding basis, the compensation paid to the Company’s Named Executive Officers as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.”

​

Effect of Non-Binding Advisory Vote

​

This advisory vote is not binding on the Company. Our Board and our Compensation Committee do, however, review the results of the vote and, consistent with our commitment to shareholder engagement, will take it into account in determining executive compensation.

​

Compensation Philosophy

​

The Company’s compensation philosophy is designed to attract, develop and retain the talent needed for the organization’s continued success in building a competitive franchise and executing our strategic plan. We intend these programs to be aligned with performance goals that motivate executives to achieve strategic goals prudently and within acceptable risk parameters. Our executive compensation program is designed to reward individual contributions and to create long-term shareholder value. Our compensation philosophy is discussed in greater detail in the “Compensation Discussion and Analysis” section elsewhere in this proxy statement.

​

Recommendation

​

The Board encourages you to read both the “Letter to Shareholders from the Compensation Committee” and “Compensation Discussion and Analysis” below. The Compensation Committee is committed to maintaining a strong link between pay and performance and explaining the rationale for its pay decisions. For these reasons, we strongly believe you should approve the compensation of our Named Executive Officers as presented.

​

​

​

Table of Contents

Executive Compensation

​

LETTER TO SHAREHOLDERS

FROM THE COMPENSATION COMMITTEE

​

Fellow Shareholders,

​

Our Board and Compensation Committee continues to ensure that our executive compensation program is designed to align executive compensation with shareholder interests. We also focus on attracting and retaining the talent essential to providing vision, developing strategy and successfully executing our long-term strategy. The Board and the Compensation Committee remain committed to providing clear and comprehensive disclosure to help you understand how (1) our executive compensation programs are structured, (2) we assess performance and (3) performance leads to pay outcomes that are aligned with your best interests.

​

2025 Year in Review

​

During 2025, we strengthened the foundation of our Company, making meaningful investments in our Company and our communities. We grew tangible common book value per share by 10% and further strengthened our capital levels—providing us a solid platform to invest in future opportunities and significant strategic flexibility. We also advanced two important priorities: expanding our franchise through the Vista acquisition and launching the initial phase of 2UniFi^SM.

​

2025 Financial Achievements

​

Our values of integrity, meritocracy and teamwork, coupled with our strong foundation and ample liquidity, continue to drive meaningful shareholder returns.

​

In 2025, the Company:

​

​

Additionally, during 2025, the Company announced and obtained regulatory approval for the acquisition of Vista Bancshares, Inc. The merger of Vista with and into the Company was successfully completed on January 7, 2026. This acquisition further strengthens the Company’s position as a premier regional bank and deepens our presence in high-growth markets, including Dallas-Ft. Worth and Austin, and advances our private banking strategy in key resort markets.

​

¹ Represents a non-GAAP financial measure. Please refer to Appendix A of this Proxy Statement for a reconciliation of these measures.

² Net interest margin represents net interest income, including accretion income on interest earning assets, as a percentage of average interest earning assets. Presented on a fully taxable equivalent basis using the statutory tax rate of 21%. The tax equivalent adjustments included was $7.9 million.

Table of Contents

Long Term Performance

​

As a Company, our strong fundamentals and conservative principles we put in place since our inception have enabled us to support our clients, associates and communities we serve. These disciplined foundations have contributed to sustained financial strength, reflected in the continued growth of our tangible common book value per share, underscoring the resilience of our business model and our commitment to generating long‑term value for our shareholders.

​

We have also consistently provided meaningful returns of capital to our shareholders, reflecting both the strength of our financial performance and our confidence in the long‑term outlook of the Company. This approach underscores our continued dedication to creating lasting shareholder value through balanced, responsible capital allocation.

​

​

The results of our intentional efforts have helped secure our status as a leading regional bank franchise. As we look ahead, we remain focused on growth—within our core bank franchise, through our 2UniFi digital strategy, through the expansion of our trust and wealth business and through our Cambr^® business.

​

Table of Contents

CEO Compensation

​

Our philosophy for our CEO compensation is heavily weighted towards measures that directly align with shareholder value creation and is reviewed annually in consultation with the Compensation Committee’s independent compensation consultant, Pay Governance.

​

Following a review of our then-current peer companies and a desire to align the CEO’s compensation at a level commensurate with his performance and tenure as CEO, the Compensation Committee increased our CEO’s salary from $850,000 to $955,000 effective March 23, 2025. The majority of our CEO’s compensation remains tied to the achievement of specified performance metrics. The total amount of our CEO’s at-risk pay (Short-Term Incentive and Long-Term Incentive) and overall total compensation for the last three years was as follows:

​

​

Shareholder Engagement & 2025 Say-on-Pay Advisory Vote

​

At our 2025 Annual Meeting of Shareholders, we were pleased to receive a 98.24% vote in favor of our executive compensation (Say-on-Pay), which was a strong signal that shareholders concurred with our pay for performance philosophy. Our record of shareholder engagement is strong, beginning with the regular meetings that our CEO, President and CFO hold with our investors at various conferences and meetings throughout the year. In addition, the Company annually conducts a post-meeting campaign to engage with the corporate governance teams of our shareholders to understand any concerns or other feedback regarding our executive compensation program and governance practices. As part of the process for the 2026 Annual Meeting of Shareholders, we contacted shareholders representing more than 79% of our shares outstanding.

​

Our engagement meetings discussed our practices and their views regarding, among other things, compensation, succession planning, technology investments including with respect to 2UniFi, and governance matters. No shareholders with which we engaged expressed any significant concerns.

​

Summary

​

The Board and the executive team remain committed to moving your company forward with a clear priority of delivering superior growth and performance for you, our shareholders. The Board and the Compensation Committee have the utmost confidence in the talent and determination of the executive team as we work to continue to execute on our long-term strategy and deliver value to our shareholders.

​

The Board and the Compensation Committee are also committed to ensuring the link between executive compensation and shareholder value creation is strong. As always, we will continue to evaluate our current compensation practices and monitor emerging best practices.

​

We thank you for taking the time to read our disclosure and encourage you to vote in favor of our approach to executive compensation.

​

​

Table of Contents

Sincerely,

​

Compensation Committee of the Board of Directors of National Bank Holdings Corporation

​

​

​

Table of Contents

Compensation Discussion and Analysis

​

Introduction

​

In this section, which we refer to as the “CD&A”, we explain how we compensate the executive officers named in the “Summary Compensation Table” below (our “Named Executive Officers” or “NEOs”). Our NEOs for 2025 were:

​

​

Our approach to executive compensation is to pay for performance and to align compensation programs with effective risk management. We believe this approach to compensation has and will continue to create sustainable shareholder value over the long term.

​

Philosophy, Objectives, Components and Highlights of Our Executive Compensation Program

​

Philosophy

​

We are at our best when we are providing our clients with banking advice and services that help them be successful. When we do this in accordance with our core values, it is a win-win for clients and the community. Because a key expectation of management is to build an effective organizational structure, it is particularly important that our executive compensation program be designed to attract, develop and retain the talent needed for the organization’s continued success in building a competitive franchise and executing our strategic plan. We intend this program to be aligned with performance goals that motivate executives to achieve our strategic goals prudently and within acceptable risk parameters. Our executive compensation program is designed to reward individual contributions and to create long-term shareholder value.

​

Objectives

​

Our executive compensation philosophy is designed to meet five key objectives:

​

​

Table of Contents

Compensation Components

For 2025, the total compensation of our NEOs consisted primarily of the following components:

​

​

​

​

Compensation Best Practices

​

Best practices we have implemented with respect to our executive compensation program include the following:

​

Table of Contents

​

Setting Compensation for our Named Executive Officers

​

Executive compensation is set by the Compensation Committee, in collaboration with the compensation consultant and, for all NEOs other than the CEO, management. The Compensation Committee considered the results of the Say-on-Pay vote from our 2024 annual meeting of shareholders, which were 97.7% favorable, in making executive compensation decisions for our NEOs for 2025.

​

Role of Compensation Committee

​

The Compensation Committee, comprised entirely of independent directors, sets compensation policy and administers our executive compensation program. The Compensation Committee acts independently, but works closely with our Board of Directors and members of management. The Compensation Committee has responsibility for setting the components of the CEO’s compensation and uses the assistance of Pay Governance, its independent compensation consultant, in determining executive compensation. The Chairman of our Compensation Committee takes an active role in meeting with Pay Governance periodically. Our CEO, with the assistance of Pay Governance and our Chief Administrative Officer (“CAO”) and General Counsel, develops initial recommendations for the NEOs (other than the CEO) for the Compensation Committee’s consideration.

​

Table of Contents

Role of Independent Compensation Consultant

​

The Compensation Committee has the authority to engage an external compensation consultant to assist them by providing information, analysis and other advice relating to the compensation of our NEOs. The compensation consultant reports directly to the Compensation Committee. The Compensation Committee has engaged Pay Governance as its independent compensation consultant to assist with fulfilling its responsibilities related to the oversight of executive officer and non-employee director compensation. As part of the engagement of Pay Governance, the Compensation Committee annually considers the independence factors required under the NYSE corporate governance standards, including the applicable SEC rules, and has confirmed each year that Pay Governance remains independent.

​

The Compensation Committee has directed Pay Governance to review and assess the competitiveness of our executive officer and director compensation practices and advise the Compensation Committee with respect to those compensation practices, including salary, incentive plans, benefits and equity awards for our executive officers and retainers, meeting fees and equity awards for our directors. Representatives of Pay Governance meet regularly with the Compensation Committee, and the Compensation Committee has generally evaluated and considered Pay Governance’s reports and recommendations in connection with its compensation programs.

​

Role of Management

​

Our CEO and CAO assist the Compensation Committee in designing and managing our executive compensation program. Our CEO attends meetings and makes recommendations to the Compensation Committee on the compensation of the NEOs (other than the CEO). Our CRMO advises the Compensation Committee on risk mitigation and assessment of compensation risk. None of our NEOs provide recommendations with respect to their own compensation.

Market Data Review

​

Market pay levels and practices, including those of our self-selected peer group, are one of many factors the Compensation Committee considers in making executive compensation decisions. Market information provides an external frame of reference on the range and reasonableness of compensation levels and practices, and is used as a data point in decision-making and not as a primary factor. Internal considerations, competitive factors and the Company’s evolution are other factors the Compensation Committee considers in setting executive compensation.

​

The Compensation Committee evaluates the Company’s executive compensation peer group on an annual basis, with adjustments made as appropriate to maintain comparability among the peer group companies. In 2024, the Compensation Committee reviewed the Company’s executive compensation peer group from the prior year, with input from Pay Governance, to inform its decisions for 2025 executive compensation. The Compensation Committee considered, among other things, median market capitalization, asset size, revenue size, geography, investment in financial technology, complexity of the organization, and similarity of business lines and services and products offered to those of the Company. Based on this evaluation, the Compensation Committee made no changes to its peer group from the prior year. Thus, the Compensation Committee approved the following peer group of 20 institutions for setting executive compensation for 2025 (the “2025 Peer Group”):

Table of Contents

​

​

The companies in the resulting 2025 Peer Group had a median asset size of $10.7 billion and a median market capitalization of $1.2 billion (as of July 30, 2024).

​

In 2025, the Compensation Committee again conducted its annual review of the executive compensation peer group with the assistance of Pay Governance and other advisors. During this year’s review, the Compensation Committee considered, among other things, the anticipated impact of the acquisition of Vista on the Company post-acquisition and future valuation estimates provided by investment banking advisors, the Company’s strategic plan to increase asset size to $15 to $20 billion through M&A and organic growth, and the continued focus on growth in tech-forward initiatives. The Compensation Committee also considered the impact of consolidation within the companies in the 2025 Peer Group. Based on this evaluation, the Compensation Committee made the following changes to its peer group for executive compensation decisions impacting 2026 compensation of our NEOs: (i) removed Beacon Financial Corporation (which was the successor to Brookline Bancorp, Inc.), Veritex Holdings, Inc., Eagle Bancorp Inc., Amerant Bancorp, Inc., Stock Yards Bancorp, Inc., Flushing Financial Corporation, Preferred Bank, Heritage Financial Corporation and Lakeland Financial Corporation and (ii) added Texas Capital Bancshares, Inc., United Community Banks, Inc., Simmons First National Corporation, Home Bancshares, Inc., WSFS Financial Corporation, Merchants Bancorp, First Busey Corporation, FB Financial Corporation and First Financial Bankshares, Inc. These changes were made to improve relative market cap positioning of the Company among the peer companies, after taking into consideration the Company’s acquisition of Vista, to continue to reflect appropriate representation of tech-forward banks and to proactively reflect the Company’s strategic growth plans. With this repositioning, the Compensation Committee approved the following peer group for executive compensation decisions executed in 2026:

​

​

The companies in the resulting 2026 executive compensation peer group have a median asset size of $17.5 billion and a median market capitalization of $2.8 billion (as of August 31, 2025). The Compensation Committee determined that the peer group set forth above has strong alignment with the Company and is representative of a diverse group of financial institutions that provide the necessary breadth to be meaningful in evaluating NEO compensation for 2026.

​

Pay Governance summarized and provided the Compensation Committee with market data relating to base salaries, short-term cash bonuses, long-term equity awards, and total compensation for officers with roles

​

Table of Contents

comparable to the Company’s executive officers at these peer companies, using available data from peer company proxy statements. The Compensation Committee also considers survey data from a larger segment of companies within the financial services industry. The Compensation Committee considered this information, together with other factors discussed in this CD&A, in determining NEO compensation.

​

Executive Compensation Framework

​

The Compensation Committee believes in variable compensation and paying for performance. This is demonstrated by the amount of at-risk pay with respect to the NEOs. For 2025, 70% of our CEO’s compensation was at-risk and 61% of the compensation for all other NEOs was at-risk.

​

The Compensation Committee made the following determinations with respect to each of the compensation components further described below.

​

Base Salary

​

The Compensation Committee, in conjunction with its annual review of peer data, reviewed market data provided by Pay Governance, which included both total compensation and overall salary levels relative to peers. In connection with that review, and in recognition that Mr. Laney’s base salary had been flat since 2022, the Compensation Committee increased Mr. Laney’s base salary from $850,000 to $955,000, effective March 23, 2025, primarily to align his compensation at a level commensurate with his performance and tenure as CEO to reward and incent performance and promote retention. Additionally, the Compensation Committee made the following changes to certain of the other NEOs’ base salaries, effective March 23, 2025, to reward and incent performance and promote retention: Mr. Birkans’ salary was increased from $525,000 to $610,000; Ms. Van Denabeele’s salary was increased from $340,000 to $360,000, and Ms. Petrucci’s salary was increased from $350,000 to $380,000. No changes were made to Mr. Newfield’s salary of $430,000, which the Compensation Committee determined to be aligned with the 2025 Peer Group and other market data.

​

Table of Contents

Executive Short-Term Incentive Plan Compensation

​

2025 Executive Short-Term Incentive Plan Design

​

The Compensation Committee awards cash incentive compensation pursuant to the terms of the 2025 STIP, which was established pursuant to the Omnibus Plan. Under the 2025 STIP, the minimum payout is 0% if certain thresholds are not met, and the maximum payout is 157.5% of the target opportunity for the NEOs in the event of exceptional individual performance. The below reflects the payout opportunity structure under the 2025 STIP:

​

​

​

2025 STIP Structure

​

In its establishment of the 2025 STIP, the Compensation Committee determined that payouts should be based on the attainment of quantitative financial metrics as well as a qualitative assessment of certain objectives and individual performance. The Compensation Committee determined that with respect to each of the NEOs, 70% of the total 2025 STIP bonus should be based on the attainment of specific quantitative financial metrics as interpolated for performance between threshold, target and maximum levels of performance. There is no payout with respect to a given metric if the threshold level of performance is not achieved.

​

The financial metrics and relative targets established are a reflection of what the Compensation Committee deemed important in the beginning of the performance period to align the NEOs’ performance with the achievement of the Company’s strategic goals, as well as key financial targets. The 2025 STIP included Core Net Income and Asset Quality (Non-Performing Assets Ratio) (each as defined below) weighted at 70% in the aggregate, which the Compensation Committee determined were the most important metrics to drive overall corporate performance.

​

In addition, the Compensation Committee determined that 30% of the 2025 STIP bonus should be based on qualitative metrics, with 15% of the 2025 STIP based on Enterprise Risk Management (“ERM”) and the remaining 15% based upon individual performance, as further described below.

​

2025 STIP Goal Setting

​

In establishing the performance metrics for the 2025 STIP, the Compensation Committee focused on the financial metrics that play the most significant role in driving the Company to meet its corporate objectives. Every year, the Company undertakes a rigorous financial planning process geared around establishing targets for performance that will enhance the Company’s franchise value and return for shareholders. The Compensation Committee reviews the metrics that are most aligned with the strategic objectives of the Company and which are most aligned with the interest of shareholders.

​

In setting the target level of performance for each of the financial metrics, the Compensation Committee considered the Company’s annual profit plan that is developed through the aforementioned planning process, strategic objectives for the Company, and projected economic conditions for the upcoming year. Our annual profit plan for 2025 factored in key assumptions regarding credit performance metrics of our loan portfolio

Table of Contents

relative to peers. The Company, in keeping with its normal process, did not factor in potential merger and acquisition activity or economic activity beyond its control, such as interest rate changes, prolonged government shutdowns or other global macroeconomic impacts.

​

Review of 2025 STIP Performance Metrics Results by the Compensation Committee

​

As part of its role in overseeing and approving NEO compensation, the Compensation Committee reviewed and certified the actual achievement levels with respect to each performance metric under the 2025 STIP. The following is a summary of the specific performance metrics established by the Compensation Committee for the NEOs’ 2025 STIP, including the actual results for each metric:

​

*Each NEO may receive a rating that would allow for 200% attainment of the Qualitative-Individual metric for exceptional individual performance.

​

Metric Definitions:

​

​

​

​

​

* The individual performance results for each NEO are discussed below.

​

ERM. With respect to this qualitative metric, the Compensation Committee considered several factors, including:

​

​

These considerations resulted in the achievement of this performance component at a 120% achievement level, or 150% of the target level payout.

​

Table of Contents

Qualitative Individual. For this component, the Compensation Committee considered each NEO’s individual performance as follows:

​

​

​

​

​

​

​

Final STIP Payouts for 2025

​

​

​

Table of Contents

2026 STIP Design

​

The 2026 STIP design is materially consistent with the 2025 STIP aside from two new additions: (i) a new performance metric related to the achievement of cost savings related to actions taken in connection with the Vista acquisition has been added for all of the Company’s executive officers and (ii) the achievement of financial plan, measured by the individual business leader’s performance or direct contribution when taking into consideration the loan, deposit and fee income growth targets originally set by the leader’s respective financial plan, has been added for Mr. Birkans. With these updates, the 2026 STIP continues to be weighted 70% for quantitative financial metrics and 30% for qualitative metrics.

​

Equity Compensation

​

2025 Long-Term Equity Awards and Equity Mix

​

The equity awards granted in 2025 took the following forms:

​

The target equity mix for the CEO and the other NEOs was 50% performance-based for the standard annual equity awards granted in 2025 to reward and incent performance and to promote retention.

​

​

The Compensation Committee approved equity awards to the NEOs in 2025 as follows:

​

​

Table of Contents

Restricted Stock Awards

​

The Compensation Committee awarded time-based restricted stock to each of our NEOs that vest in one-third increments over three years. The Compensation Committee believes equity in this form continues to be an important element to ensure retention of its key executives and to reinforce a culture of ownership across our leadership team.

​

Three-Year Performance Stock Unit Awards

​

The Company believes the award of PSUs is an important part of its long-term incentive program because it aligns a significant portion of each executive’s compensation to Company performance over an extended period and aligns the performance goals with the long-term corporate objectives of the Company. We believe linking compensation to long-term Company performance encourages prudent risk management and discourages excessive risk taking for short-term gain.

​

In 2025, the Compensation Committee granted each of the NEOs a long-term performance stock unit award (“2025 PSU Award”) that vests based on the Company’s achievement of three metrics over a three-year performance period (covering January 1, 2025 through December 31, 2027). The Compensation Committee determined it was appropriate to divide the 2025 PSU Award among one Company-based financial performance metric (Cumulative Adjusted Earnings Per Share (“EPS”)) and two market-based metrics relative to a defined group of peer banks within the S&P 600 Regional Bank Group as of January 1, 2025 (Relative Total Shareholder Return (“Relative TSR”) and Relative Return on Tangible Assets (“Relative ROTA”)). The Compensation Committee believes that a combination of Relative ROTA, Relative TSR and Cumulative Adjusted EPS over a three-year period is meaningful to properly incentivize long-term performance by executives and closely align pay with the long-term creation of shareholder value. Moreover, the Compensation Committee allocated equal weighting across all three metrics for the 2025 PSU Awards given their relative impact on the financial performance of the Company and contribution to shareholder value.

​

The 2025 PSU Award will vest on April 1, 2028 and the number of shares delivered upon vesting will be based upon the Compensation Committee’s certification of the attainment of the results at the end of the three-year performance period. The equity payouts at threshold, target, and maximum levels are 50%, 100% and 150%, respectively, and the number of shares delivered under the 2025 PSU Award will be interpolated between performance levels. Dividends accrue during the three-year performance period and are paid in proportion to the number of earned PSUs on the vesting date. The three financial metrics and respective weightings for the 2025 PSU Awards are as follows:

​