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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 21, 2026

NATIONAL BANK HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)

Delaware

001-35654

27-0563799

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

7800 East Orchard Road, Suite 300, Greenwood Village, Colorado 80111
(Address of principal executive offices) (Zip Code)

303-892-8715
(Registrant’s telephone, including area code)

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

  ​ ​ ​

Trading Symbol

  ​ ​ ​

Name of each exchange on which registered:

Class A Common Stock, Par Value $0.01

NBHC

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.02. Results of Operations and Financial Conditions. *

On July 21, 2026, National Bank Holdings Corporation (“NBHC”) issued a press release announcing its financial results for the quarter ended June 30, 2026. A copy of the full text of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure. *

On July 21, 2026, NBHC issued, distributed, made available to investors, and posted on its website, the press release and accompanying financial tables reflecting its financial results for the quarter ended June 30, 2026. A copy of the full text of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits. *

(d) Exhibits

Exhibit No.

  ​ ​ ​

Description of Exhibit

99.1

Press release dated July 21, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)

*The information contained in Items 2.02 and 7.01 of this current report, including Exhibit 99.1 attached hereto, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing of NBHC under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report on Form 8-K in such a filing. NBHC does not incorporate by reference to this Current Report on Form 8-K information presented at any website referenced in this report or in the exhibit attached hereto.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

National Bank Holdings Corporation

By:

/s/ Angela N. Petrucci

Name: Angela N. Petrucci

Title: Chief Administrative Officer and General Counsel

Date: July 21, 2026

3

EX-99.1 2 nbhc-20260721xex99d1.htm EX-99.1

Exhibit 99.1

Graphic

National Bank Holdings Corporation Announces

Second Quarter 2026 Financial Results

NYSE Ticker: NBHC

Denver, Colorado, July 21, 2026 - (Globe Newswire) – National Bank Holdings Corporation (the “Company” or “NBHC”) reported:

For the quarter(1)

For the six months ended June 30(1)

2026 Adjusted (1)(2)

2Q26

1Q26

2Q25

2026

2025

QTD

YTD

Net income ($000's)

$

26,490

$

20,793

$

34,022

$

47,283

$

58,253

$

35,303

$

67,910

Earnings per share - diluted

$

0.58

$

0.46

$

0.88

$

1.04

$

1.51

$

0.78

$

1.50

Return on average assets

0.86%

0.70%

1.38%

0.78%

1.19%

1.14%

1.12%

Return on average tangible assets(2)

0.96%

0.79%

1.49%

0.87%

1.29%

1.26%

1.23%

Return on average equity

6.34%

5.02%

10.15%

5.68%

8.80%

8.45%

8.16%

Return on average tangible common equity(2)

9.70%

7.75%

14.18%

8.62%

12.44%

12.71%

12.11%

                                                      

(1)

Ratios are annualized.

(2)

Represents a non-GAAP financial measure. See “Non-GAAP Financial Measures and Reconciliations” tables for reconciliations to the most directly comparable financial measures calculated and presented in accordance with GAAP.

In announcing these results, Chief Executive Officer Tim Laney shared, “We delivered solid second quarter results, with adjusted net income of $35.3 million and earnings of $0.78 per diluted share. Our teams generated record quarterly loan fundings of $926.9 million and 10% year-to-date annualized loan growth while maintaining strong credit quality, reflecting our prudent approach to growth. We grew our adjusted pre-provision net revenue 23% annualized compared to the first six months of the prior year and maintained a top quartile net interest margin through disciplined loan and deposit pricing.”

Mr. Laney added, “Our teams are well prepared to integrate our most recent acquisition this quarter and are positioned to deliver a seamless experience for clients and associates. We are seeing strong momentum across the franchise, supported by our 12.29% Common Equity Tier 1 ratio, fortress balance sheet, and diversified funding sources, which will continue to drive meaningful long-term value for shareholders.”

Second Quarter 2026 Results

(All comparisons refer to the first quarter of 2026, except as noted)

Net income increased $5.7 million, or 27.4%, to $26.5 million, or $0.58 per diluted share, during the second quarter of 2026, compared to $20.8 million or $0.46 per diluted share. Fully taxable equivalent pre-provision net revenue increased $4.2 million, or 13.1%, to $36.3 million. The return on average tangible assets increased 17 basis points to 0.96%, and the return on average tangible common equity increased 195 basis points to 9.70%. Adjusting for $11.4 million and $15.3 million of pre-tax acquisition and restructuring related charges in the second and first quarters, respectively, adjusted net income increased $2.7 million to $35.3 million, or $0.78 per diluted share. Adjusted, the fully taxable equivalent pre-provision net revenue increased to $47.8 million. The adjusted return on average tangible assets increased six basis points to 1.26%, and the adjusted return on average tangible common equity increased 92 basis points to 12.71%.

1


Net Interest Income

Fully taxable equivalent net interest income increased $0.5 million to $111.5 million primarily due to average interest earning assets growth of $254.0 million and one additional day during the second quarter. The fully taxable equivalent net interest margin totaled 3.94%, compared to 4.06%, narrowing 12 basis points due to a decrease in the yield on earning assets primarily driven by higher loan fee income in the prior quarter. The cost of deposits improved one basis point to 1.93%.

Loans

Loans increased $162.6 million, or 6.8% annualized, to $9.8 billion at June 30, 2026.  We generated record quarterly loan fundings of $926.9 million, led by commercial loan fundings of $452.5 million.

Asset Quality and Provision for Credit Losses

The Company maintains strong credit quality and takes a proactive approach to monitoring credit. The Company recorded provision expense of $1.5 million during the quarter, primarily driven by the quarter’s loan growth, compared to $4.0 million in the prior quarter. Annualized net charge-offs totaled 0.27% of total loans. Non-performing loans totaled 0.31% of total loans at June 30, 2026, and non-performing assets totaled 0.35% of total loans and OREO at June 30, 2026, both consistent with prior quarter. The allowance for credit losses as a percentage of loans was 1.13% at June 30, 2026, compared to 1.18%.

Deposits

The Company maintains a low cost, diversified deposit franchise. Average total deposits increased $57.4 million to $10.2 billion, and average transaction deposits (defined as total deposits less time deposits) increased $115.7 million to $8.9 billion. The loan to deposit ratio totaled 94.1% at June 30, 2026, compared to 91.9%. The mix of transaction deposits to total deposits increased 16 basis points to 87.8% at June 30, 2026.

Non-Interest Income

Non-interest income increased $1.8 million, or 9.9%, to $19.8 million. Income from partnership investments increased $1.1 million and service charges and bank card fees increased $0.6 million. These increases were partially offset by the decrease in mortgage banking income driven by the current rate environment.

Non-Interest Expense

Non-interest expense improved $1.9 million to $95.0 million. Included in the second and first quarters were acquisition and restructuring related expenses of $11.2 million and $15.3 million, respectively. Excluding these items, second quarter adjusted non-interest expense totaled $83.7 million, compared to $81.5 million. The increase reflects strategic investments in talent, merit increases, and one additional day in the second quarter. The fully taxable equivalent efficiency ratio improved 277 basis points to 72.3%. The adjusted fully taxable equivalent efficiency ratio totaled 61.8%, compared to 61.3%.

Income tax expense totaled $6.1 million, compared to $5.2 million in the previous quarter, driven by higher pre-tax income in the current quarter. The effective tax rate was 18.8%.

Capital

Common book value per share increased $0.23 to $37.48 at June 30, 2026, compared to March 31, 2026. Tangible book value per share increased $0.22 to $26.23, primarily driven by the quarter’s earnings after covering the quarterly dividend.

NBHC executed $11.1 million of share buybacks in the second quarter as part of its ongoing capital strategy. Capital ratios continue to be well in excess of federal bank regulatory agency “well capitalized” thresholds. The tier 1 leverage ratio totaled 10.30%, and the common equity tier 1 capital ratio totaled 12.29% at June 30, 2026. Shareholders’ equity increased $4.2 million to $1.7 billion at June 30, 2026, compared to March 31, 2026, primarily driven by $11.9 million of growth in retained earnings from net income after covering the quarter’s dividend and share buybacks.

2


Year-Over-Year Review

(All comparisons refer to the first six months of 2025, except as noted)

Net income totaled $47.3 million, or $1.04 per diluted share, compared to $58.3 million or $1.51 per diluted share. Fully taxable equivalent pre-provision net revenue totaled $68.5 million, compared to $85.4 million. The return on average tangible assets totaled 0.87%, compared to 1.29%, and the return on average tangible common equity totaled 8.62%, compared to 12.44%. Adjusting for $26.8 million of pre-tax acquisition and restructuring related charges, adjusted net income increased $9.7 million, or 16.6%, to $67.9 million or $1.50 per diluted share. Adjusted, the fully taxable equivalent pre-provision net revenue increased $9.9 million, or 11.5%, to $95.3 million. The adjusted return on average tangible assets totaled 1.23%, and the adjusted return on average tangible common equity totaled 12.11%.

Fully taxable equivalent net interest income increased $44.6 million, or 25.1%, to $222.5 million. Average earning assets increased $2.1 billion, or 23.2%, driven by a $1.6 billion increase in average acquired loans and $232.4 million of average originated loan growth. Our Vista acquisition added $1.9 billion in total loans on January 7th, 2026. The fully taxable equivalent net interest margin expanded six basis points to 4.00%, driven by an eight basis point improvement in the cost of funds.

Loans outstanding increased $2.3 billion, or 30.5%, to $9.8 billion. New loan fundings over the trailing twelve months totaled a record $2.7 billion, led by commercial fundings of $1.6 billion.

The Company recorded $5.5 million of provision expense for credit losses, compared to $10.2 million. Net charge-offs totaled 0.30% of average total loans, compared to 0.43%. Non-performing loans improved 14 basis points to 0.31% of total loans at June 30, 2026, and non-performing assets improved 10 basis points to 0.35% of total loans and OREO at June 30, 2026. The allowance for credit losses as a percentage of loans totaled 1.13% at June 30, 2026, compared to 1.19% at June 30, 2025.

Average deposits increased $1.9 billion to $10.2 billion, and average transaction deposits increased $1.7 billion to $8.9 billion compared to the same period prior year. The mix of transaction deposits to total deposits increased 77 basis points to 87.8% at June 30, 2026.

Non-interest income increased $5.3 million, or 16.3%, to $37.7 million, primarily driven by increases in our diversified sources of fee income including service charges and bank card fees, income from partnership investments, swap fee income, and trust income.

Non-interest expense totaled $191.8 million, which included $26.6 million of acquisition and restructuring expenses, compared to non-interest expense of $124.9 million in the same period prior year. Excluding these items, the current period adjusted non-interest expense totaled $165.2 million, increasing from the same period prior year primarily due to our recent acquisition. Occupancy and equipment expense increased $11.7 million primarily driven by the 2UniFiSM capitalized asset depreciation in connection with the launch of 2UniFi in the third quarter of 2025. The fully taxable equivalent efficiency ratio totaled 73.7%, compared to 59.4% in the same period prior year. The adjusted fully taxable equivalent efficiency ratio totaled 61.6% for the six months ended June 30, 2026.

Income tax expense totaled $11.3 million, compared to $13.1 million in the same period prior year, and the effective tax rate was 19.2%, compared to 18.8% in the prior year.

3


Conference Call

Management will host a conference call to review the results at 11:00 a.m. Eastern Time on Wednesday, July 22, 2026. The call may also include discussion of company developments, forward-looking statements and other material information about business and financial matters. Interested parties may listen to this call by dialing (800) 330-6710 using the participant passcode of 8928718 and asking for the NBHC Q2 2026 Earnings Call. The earnings release and a link to the replay of the call will be available on the Company’s website at www.nationalbankholdings.com by visiting the investor relations area.

About National Bank Holdings Corporation

National Bank Holdings Corporation is a bank holding company created to build a leading community bank franchise, delivering high quality client service and committed to stakeholder results. Through its bank subsidiaries, NBH Bank and Bank of Jackson Hole Trust, National Bank Holdings Corporation operates a network of over 90 banking centers, serving individual consumers, small, medium and large businesses, and government and non-profit entities. Its banking centers are located in its core footprint of Colorado, the greater Kansas City region, Texas, Utah, Wyoming, New Mexico, Idaho, and Palm Beach, Florida. Its comprehensive residential mortgage banking group primarily serves the bank’s core footprint. Its trust and wealth management business is operated through its trust and wealth department under Bank of Jackson Hole, a division of NBH Bank. NBH Bank operates its core banking business under a single state charter through the following brand names as divisions of NBH Bank: in Colorado, Community Banks of Colorado and Community Banks Mortgage; in Kansas and Missouri, Bank Midwest and Bank Midwest Mortgage; in Texas, Vista Bank and Hillcrest Bank; in Utah, New Mexico and Idaho, Hillcrest Bank and Hillcrest Bank Mortgage; in Palm Beach, Florida, Vista Bank; and in Wyoming, Bank of Jackson Hole and Bank of Jackson Hole Mortgage. Additional information about National Bank Holdings Corporation can be found at www.nationalbankholdings.com.

For more information visit: cobnks.com, bankmw.com, hillcrestbank.com, bankofjacksonhole.com, vistabank.com, or nbhbank.com, or connect with any of our brands on LinkedIn.

About Non-GAAP Financial Measures

Certain financial measures and ratios we present are supplemental measures that are not required by, or are not presented in accordance with, U.S. generally accepted accounting principles (GAAP). We refer to these financial measures and ratios as “non-GAAP financial measures.” We consider the use of select non-GAAP financial measures and ratios to be useful for financial and operational decision making and useful in evaluating period-to-period comparisons. We believe that these non-GAAP financial measures provide meaningful supplemental information regarding our performance by excluding certain expenditures or assets that we believe are not indicative of our primary business operating results. We believe that management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting, analyzing and comparing past, present and future periods.

These non-GAAP financial measures should not be considered a substitute for financial information presented in accordance with GAAP and you should not rely on non-GAAP financial measures alone as measures of our performance. The non-GAAP financial measures we present may differ from non-GAAP financial measures used by our peers or other companies. We compensate for these differences by providing the equivalent GAAP measures whenever we present the non-GAAP financial measures and by including a reconciliation of the impact of the components adjusted for in the non-GAAP financial measure so that both measures and the individual components may be considered when analyzing our performance. A reconciliation of non-GAAP financial measures to the comparable GAAP financial measures is included at the end of the financial statement tables.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements do not discuss historical facts but instead relate to expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance. Forward-looking statements are generally identified by words such as “anticipate,” “believe,” “can,” “would,” “should,” “could,” “may,” “predict,” “seek,” “potential,” “will,” “estimate,” “target,” “plan,” “projected,” “continuing,” “ongoing,” “expect,” “intend,” “goal,” “focus,” “maintains,” “future,” “ultimately,” “likely,” “ensure,” “strategy,”

4


“objective,” and similar words or phrases. These statements are only predictions and involve estimates, known and unknown risks, assumptions and uncertainties. We have based these statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, liquidity, results of operations, business strategy and growth prospects. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements due to a number of factors, including, but not limited to, business and economic conditions along with external events, both generally and in the financial services industry; susceptibility to credit risk and fluctuations in the value of real estate and other collateral securing a significant portion of our loan portfolio, including with regards to real estate acquired through foreclosure, and the accuracy of appraisals related to such real estate; changes impacting monetary supply and the businesses of our clients and counterparties, including levels of market interest rates, inflation, currency values, monetary, fiscal, and international trade policy, and the volatility of trading markets; our ability to maintain sufficient liquidity to meet the requirements of deposit withdrawals and other business needs; our desire to raise additional capital in connection with strategic growth initiatives and our ability to access the capital markets when desired or on favorable terms; changes in the fair value of our investment securities can fluctuate due to market conditions outside of our control; our investments in financial technology companies and initiatives may subject us to material financial, reputational and strategic risks; the allowance for credit losses and fair value adjustments may be insufficient to absorb losses in our loan portfolio; any service interruptions, cyber incidents or other breaches relating to our technology systems, security systems or infrastructure or those of our third-party providers; the occurrence of fraud or other financial crimes within our business; competition from other financial services providers, including traditional financial institutions and financial technology companies, and the effects of disintermediation within the banking business including consolidation within the industry; changes to federal government lending programs like the Small Business Administration’s Preferred Lender Program and the Federal Housing Administration’s insurance programs, including the impact of changes in regulations, budget appropriations and a prolonged government shutdown on such programs; impairment of our mortgage servicing rights, disruption in the secondary market for mortgage loans, declines in real estate values, or being required to repurchase mortgage loans or reimburse investors; claims and litigation related to our fiduciary responsibilities in connection with our trust and wealth business; our ability to manage and execute our organic growth and acquisition strategies, including our ability to realize the expected benefits of our acquisition strategies; developments in technology, such as artificial intelligence, the success of our digital growth strategy, and our ability to incorporate innovative technologies in our business and provide products and services that satisfy our clients’ expectations for convenience and security; our ability to integrate Vista Bank into our business may be more difficult, costly or time consuming than expected and we may fail to realize the anticipated benefits or cost savings of the merger; failure to obtain regulatory approvals or consummate attractive acquisitions or continue to increase organic loan growth would restrict our growth plans; the accuracy of projected operating results for assets and businesses we acquire as well as our ability to drive organic loan growth to replace loans in our existing portfolio with comparable loans as loans are paid down; our ability to comply with and manage costs related to extensive and potentially expanding government regulation and supervision, including current and future regulations affecting bank holding companies and depository institutions; our ability to execute our capital allocation strategy, including paying dividends or repurchasing shares, is subject to regulatory limitations; the application of any increased assessment rates imposed by the Federal Deposit Insurance Corporation; claims or legal action brought against us by third parties or government agencies; the loss of our executive officers and key personnel; changes to federal, state and local laws and regulations along with executive orders applicable to our business, including tax laws; and other factors, risks, trends and uncertainties described elsewhere in our other filings with the Securities and Exchange Commission. The forward-looking statements are made as of the date of this press release, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events or circumstances, except as required by applicable law.

5


Contacts:

Analysts/Institutional Investors:

Emily Gooden, Chief Accounting Officer and Investor Relations Director, (720) 554-6640, ir@nationalbankholdings.com

Nicole Van Denabeele, Chief Financial Officer, (720) 529-3370, ir@nationalbankholdings.com

Media:

Dave Coons, SVP, Associate Director of Corporate Communications and Marketing, (816) 298-2214, dave.coons@nbhbank.com

6


NATIONAL BANK HOLDINGS CORPORATION

FINANCIAL SUMMARY

Consolidated Statements of Operations (Unaudited)

(Dollars in thousands, except share and per share data)

For the three months ended

For the six months ended

June 30, 

  ​ ​ ​

March 31, 

  ​ ​ ​

June 30, 

June 30, 

  ​ ​ ​

June 30, 

2026

2026

2025

2026

2025

Total interest and dividend income

$

162,004

$

159,151

$

131,220

$

321,155

$

261,183

Total interest expense

 

52,712

 

50,349

 

43,811

 

103,061

 

87,083

Net interest income

 

109,292

 

108,802

 

87,409

 

218,094

 

174,100

Taxable equivalent adjustment

2,239

2,182

1,912

4,421

3,822

Net interest income FTE(1)

111,531

110,984

89,321

222,515

177,922

Provision expense for credit losses

 

1,500

 

4,000

 

 

5,500

 

10,200

Net interest income after provision for credit losses FTE(1)

 

110,031

 

106,984

 

89,321

 

217,015

 

167,722

Non-interest income:

Service charges

 

4,501

 

4,192

 

4,127

 

8,693

 

8,245

Bank card fees

 

4,616

 

4,334

 

4,732

 

8,950

 

8,926

Mortgage banking income

 

2,423

 

2,742

 

2,547

 

5,165

 

5,862

Other non-interest income

 

8,226

 

6,465

 

5,660

 

14,691

 

9,409

Gain (loss) on security sales

246

246

Total non-interest income

 

19,766

 

17,979

 

17,066

 

37,745

 

32,442

Non-interest expense:

Salaries and benefits

 

54,366

 

56,970

 

37,746

 

111,336

 

72,108

Occupancy and equipment

16,154

15,834

9,436

31,988

20,273

Professional fees

 

3,002

 

2,232

 

1,680

 

5,234

 

3,103

Data processing

7,945

7,653

4,452

15,598

8,853

Other non-interest expense

 

11,050

 

11,684

 

7,670

 

22,734

 

16,687

Other intangible assets amortization

2,433

2,464

1,947

4,897

3,924

Total non-interest expense

94,950

 

96,837

 

62,931

 

191,787

 

124,948

Income before income taxes FTE(1)

 

34,847

 

28,126

 

43,456

 

62,973

 

75,216

Taxable equivalent adjustment

2,239

2,182

1,912

4,421

3,822

Income before income taxes

32,608

25,944

41,544

58,552

71,394

Income tax expense

 

6,118

 

5,151

 

7,522

 

11,269

 

13,141

Net income

$

26,490

$

20,793

$

34,022

$

47,283

$

58,253

Earnings per share - basic

$

0.58

$

0.46

$

0.89

$

1.04

$

1.52

Earnings per share - diluted

0.58

0.46

0.88

1.04

1.51

Common stock dividend

0.32

0.32

0.30

0.64

0.59

                                                      

(1)

  ​ ​ ​

Net interest income is presented on a GAAP basis and fully taxable equivalent (FTE) basis, as the Company believes this non-GAAP measure is the preferred industry measurement for this item. The FTE adjustment is for the tax benefit on certain tax exempt loans using the federal tax rate of 21% for each period presented.

7


NATIONAL BANK HOLDINGS CORPORATION

Consolidated Statements of Financial Condition (Unaudited)

(Dollars in thousands, except share and per share data)

June 30, 2026

March 31, 2026

December 31, 2025

  ​ ​ ​

June 30, 2025

ASSETS

Cash and cash equivalents

$

380,696

$

472,791

$

417,058

$

296,483

Investment securities available-for-sale

 

585,533

 

605,167

 

528,639

 

631,947

Investment securities held-to-maturity

 

758,223

 

757,350

 

651,732

 

717,232

Other securities

 

99,184

 

90,457

 

80,634

 

81,124

Loans

 

9,774,052

 

9,611,486

 

7,433,356

 

7,486,918

Allowance for credit losses

 

(110,271)

 

(113,477)

 

(87,415)

 

(88,893)

Loans, net

 

9,663,781

 

9,498,009

 

7,345,941

 

7,398,025

Loans held for sale

 

26,486

 

24,905

 

25,695

 

20,784

Other real estate owned

 

4,174

 

3,821

 

1,674

 

291

Premises and equipment, net

 

234,139

 

235,666

 

214,554

 

209,414

Goodwill

 

455,408

 

454,672

 

306,043

 

306,043

Intangible assets, net

 

64,631

 

67,375

 

48,337

 

52,496

Other assets

 

313,881

 

404,195

 

263,211

 

284,890

Total assets

$

12,586,136

$

12,614,408

$

9,883,518

$

9,998,729

LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:

Non-interest bearing demand deposits

$

2,575,684

$

2,573,213

$

2,204,241

$

2,168,574

Interest bearing demand deposits

 

1,568,250

 

1,546,569

 

1,237,006

 

1,240,698

Savings and money market

 

4,975,841

 

5,044,181

 

3,701,616

 

3,785,951

Total transaction deposits

 

9,119,775

 

9,163,963

 

7,142,863

 

7,195,223

Time deposits

 

1,269,658

 

1,294,881

 

1,149,771

 

1,074,261

Total deposits

 

10,389,433

 

10,458,844

 

8,292,634

 

8,269,484

Securities sold under agreements to repurchase

 

20,239

 

16,991

 

17,350

 

18,513

Long-term debt

 

202,003

 

202,138

 

54,540

 

54,385

Federal Home Loan Bank advances

 

125,000

 

 

 

185,000

Other liabilities

 

180,357

 

271,560

 

133,880

 

118,851

Total liabilities

 

10,917,032

 

10,949,533

 

8,498,404

 

8,646,233

Shareholders' equity:

Common stock

 

588

 

588

 

515

 

515

Additional paid in capital

 

1,460,627

 

1,454,100

 

1,171,581

 

1,167,719

Retained earnings

 

590,437

 

578,522

 

572,461

 

544,428

Treasury stock

 

(333,131)

 

(320,269)

 

(315,397)

 

(304,254)

Accumulated other comprehensive loss, net of tax

 

(49,417)

 

(48,066)

 

(44,046)

 

(55,912)

Total shareholders' equity

 

1,669,104

 

1,664,875

 

1,385,114

 

1,352,496

Total liabilities and shareholders' equity

$

12,586,136

$

12,614,408

$

9,883,518

$

9,998,729

SHARE DATA

Average basic shares outstanding

 

44,665,184

 

44,439,788

 

37,803,728

 

38,075,896

Average diluted shares outstanding

 

44,915,790

 

44,610,511

 

37,922,557

 

38,151,810

Ending shares outstanding

 

44,537,718

 

44,692,472

 

37,772,516

 

38,045,622

Common book value per share

$

37.48

$

37.25

$

36.67

$

35.55

Tangible book value per share (non-GAAP)(1)

26.23

26.01

27.80

26.64

CAPITAL RATIOS

Average equity to average assets

13.53%

13.84%

14.21%

13.62%

Tangible common equity to tangible assets (non-GAAP)(1)

9.67%

9.60%

11.00%

10.49%

Tier 1 leverage ratio

10.30%

10.45%

11.56%

11.18%

Common equity tier 1 risk-based capital ratio

12.29%

12.51%

14.89%

14.17%

Tier 1 risk-based capital ratio

12.29%

12.51%

14.89%

14.17%

Total risk-based capital ratio

15.42%

15.78%

16.82%

16.07%

                                                      

(1)

  ​ ​ ​

Represents a non-GAAP financial measure. See “Non-GAAP Financial Measures and Reconciliations” starting on page 14.

8


NATIONAL BANK HOLDINGS CORPORATION

Loan Portfolio

(Dollars in thousands)

Period End Loan Balances by Type

June 30, 2026

June 30, 2026

vs. March 31, 2026

vs. June 30, 2025

June 30, 2026

March 31, 2026

% Change

June 30, 2025

% Change

Originated:

Commercial:

Commercial and industrial

$

2,193,328

$

2,073,442

5.8%

$

1,829,984

19.9%

Municipal and non-profit

1,296,609

1,290,778

0.5%

1,125,330

15.2%

Owner-occupied commercial real estate

926,686

892,378

3.8%

1,051,964

(11.9)%

Food and agribusiness

207,031

185,368

11.7%

213,254

(2.9)%

Total commercial

4,623,654

4,441,966

4.1%

4,220,532

9.6%

Commercial real estate non-owner occupied

1,434,867

1,189,200

20.7%

1,118,730

28.3%

Residential real estate

1,033,943

974,316

6.1%

915,213

13.0%

Consumer

13,645

13,340

2.3%

12,050

13.2%

Total originated

7,106,109

6,618,822

7.4%

6,266,525

13.4%

Acquired:

Commercial:

Commercial and industrial

566,984

688,955

(17.70)%

100,545

463.9%

Municipal and non-profit

240

246

(2.44)%

265

(9.4)%

Owner-occupied commercial real estate

382,970

399,285

(4.09)%

188,745

102.9%

Food and agribusiness

31,451

46,295

(32.06)%

31,693

(0.8)%

Total commercial

981,645

1,134,781

(13.49)%

321,248

205.6%

Commercial real estate non-owner occupied

1,215,762

1,350,322

(9.97)%

601,890

102.0%

Residential real estate

469,518

506,257

(7.26)%

296,795

58.2%

Consumer

1,018

1,304

(21.93)%

460

121.3%

Total acquired

2,667,943

2,992,664

(10.85)%

1,220,393

118.6%

Total loans

$

9,774,052

$

9,611,486

1.7%

$

7,486,918

30.5%

Loan Fundings(1)

Second quarter

First quarter

Fourth quarter

Third quarter

Second quarter

2026

2026

2025

2025

2025

Commercial:

Commercial and industrial

$

293,094

$

346,250

$

237,813

$

159,250

$

133,402

Municipal and non-profit

50,506

45,000

119,918

81,418

34,393

Owner occupied commercial real estate

 

84,606

 

49,556

 

66,798

 

42,362

 

47,233

Food and agribusiness

 

24,251

 

5,697

 

4,437

 

5,015

 

4,576

Total commercial

452,457

446,503

428,966

288,045

219,604

Commercial real estate non-owner occupied

 

352,629

 

268,021

 

96,482

 

81,136

 

56,770

Residential real estate

 

120,340

 

89,375

 

64,161

 

49,877

 

44,470

Consumer

 

1,460

 

1,583

 

1,399

 

2,142

 

1,823

Total

$

926,886

$

805,482

$

591,008

$

421,200

$

322,667

                                                      

(1)

  ​ ​ ​

Loan fundings are defined as closed end funded loans and net fundings under revolving lines of credit. Net fundings (paydowns) under revolving lines of credit were $178,133, $65,273, $95,774, ($1,591), and $15,490 for the periods noted in the table above, respectively.

9


NATIONAL BANK HOLDINGS CORPORATION

Summary of Net Interest Margin

(Dollars in thousands)

For the three months ended

For the three months ended

For the three months ended

June 30, 2026

March 31, 2026

June 30, 2025

Average

  ​ ​ ​

  ​ ​ ​

Average

  ​ ​ ​

Average

  ​ ​ ​

  ​ ​ ​

Average

  ​ ​ ​

Average

  ​ ​ ​

  ​ ​ ​

Average

balance

Interest

rate

balance

Interest

rate

balance

Interest

rate

Interest earning assets:

Originated loans FTE(1)(2)

$

6,762,456

$

102,709

6.09%

$

6,324,783

$

97,058

6.22%

$

6,289,154

$

102,399

6.53%

Acquired loans

 

2,867,500

 

47,819

6.69%

 

2,948,300

 

49,815

6.85%

 

1,262,933

19,397

6.16%

Loans held for sale

21,612

316

5.86%

18,556

284

6.21%

21,115

354

6.72%

Investment securities available-for-sale

 

663,636

 

4,619

2.78%

 

694,048

 

5,001

2.88%

 

701,920

4,661

2.66%

Investment securities held-to-maturity

 

791,847

 

6,327

3.20%

 

691,109

 

5,150

2.98%

 

713,178

5,173

2.90%

Other securities

 

41,977

 

688

6.56%

 

37,111

 

516

5.56%

 

30,560

466

6.10%

Interest earning deposits

 

194,358

 

1,765

3.64%

 

375,473

 

3,509

3.79%

 

57,634

682

4.75%

Total interest earning assets FTE(2)

$

11,343,386

$

164,243

5.81%

$

11,089,380

$

161,333

5.90%

$

9,076,494

$

133,132

5.88%

Cash and due from banks

$

95,632

$

99,579

$

79,131

Other assets

 

1,054,388

 

1,040,484

 

807,802

Allowance for credit losses

 

(114,769)

 

(97,098)

 

(90,292)

Total assets

$

12,378,637

$

12,132,345

$

9,873,135

Interest bearing liabilities:

Interest bearing demand, savings and money market deposits

$

6,393,003

$

38,371

2.41%

$

6,321,115

$

37,187

2.39%

$

4,986,119

$

32,758

2.64%

Time deposits

 

1,270,963

 

10,530

3.32%

 

1,329,219

 

11,182

3.41%

 

1,062,481

9,087

3.43%

Federal Home Loan Bank advances

 

89,188

 

855

3.85%

 

8,333

 

152

7.40%

 

93,676

1,170

5.01%

Other borrowings(3)

 

37,202

 

167

1.80%

 

29,978

 

124

1.68%

 

41,300

278

2.70%

Long-term debt

202,144

2,789

5.53%

135,277

 

1,704

5.11%

54,574

518

3.81%

Total interest bearing liabilities

$

7,992,500

$

52,712

2.65%

$

7,823,922

$

50,349

2.61%

$

6,238,150

$

43,811

2.82%

Demand deposits

$

2,520,897

$

2,477,131

$

2,152,899

Other liabilities

 

189,969

 

152,030

 

137,319

Total liabilities

 

10,703,366

 

10,453,083

 

8,528,368

Shareholders' equity

 

1,675,271

 

1,679,262

 

1,344,767

Total liabilities and shareholders' equity

$

12,378,637

$

12,132,345

$

9,873,135

Net interest income FTE(2)

$

111,531

$

110,984

$

89,321

Interest rate spread FTE(2)

3.16%

3.29%

3.06%

Net interest earning assets

$

3,350,886

$

3,265,458

$

2,838,344

Net interest margin FTE(2)

3.94%

4.06%

3.95%

Average transaction deposits

$

8,913,900

$

8,798,246

$

7,139,018

Average total deposits

10,184,863

10,127,465

8,201,499

Ratio of average interest earning assets to average interest bearing liabilities

141.93%

141.74%

145.50%

                                                      

(1)

  ​ ​ ​

Originated loans are net of deferred loan fees, less costs, which are included in interest income over the life of the loan.

(2)

  ​ ​ ​

Presented on a fully taxable equivalent basis using the statutory tax rate of 21%. The tax equivalent adjustments included above are $2,239, $2,182 and $1,912 for the three months ended June 30, 2026, March 31, 2026, and June 30, 2025, respectively.

(3)

  ​ ​ ​

Other borrowings includes securities sold under agreements to repurchase and cash collateral received from counterparties in connection with derivative swap agreements.

10


NATIONAL BANK HOLDINGS CORPORATION

Summary of Net Interest Margin

(Dollars in thousands)

For the six months ended June 30, 2026

For the six months ended June 30, 2025

Average

  ​

  ​ ​ ​

  ​

Average

Average

  ​

  ​ ​ ​

  ​

Average

balance

Interest

rate

balance

Interest

rate

Interest earning assets:

Originated loans FTE(1)(2)

$

6,544,828

$

199,767

6.16%

$

6,312,413

$

204,620

6.54%

Acquired loans

 

2,907,677

 

97,634

6.77%

 

1,307,084

 

38,944

6.01%

Loans held for sale

20,093

600

6.02%

20,439

703

6.94%

Investment securities available-for-sale

 

678,758

 

9,620

2.83%

 

709,387

 

9,278

2.62%

Investment securities held-to-maturity

 

741,756

 

11,477

3.09%

 

674,783

 

9,293

2.75%

Other securities

 

39,557

 

1,204

6.09%

 

30,971

 

946

6.11%

Interest earning deposits

 

284,415

 

5,274

3.74%

 

52,946

 

1,221

4.65%

Total interest earning assets FTE(2)

$

11,217,084

$

325,576

5.85%

$

9,108,023

$

265,005

5.87%

Cash and due from banks

$

97,594

$

78,189

Other assets

 

1,047,471

 

801,127

Allowance for credit losses

 

(105,982)

 

(92,878)

Total assets

$

12,256,167

$

9,894,461

Interest bearing liabilities:

Interest bearing demand, savings and money market deposits

$

6,327,912

$

75,558

2.41%

$

5,006,472

$

65,269

2.63%

Time deposits

 

1,299,930

 

21,712

3.37%

 

1,049,305

17,843

3.43%

Federal Home Loan Bank advances

 

48,873

 

1,007

4.16%

 

100,376

2,275

4.57%

Other borrowings(3)

 

33,720

 

291

1.74%

 

45,764

660

2.91%

Long-term debt

168,895

 

4,493

5.36%

 

54,557

1,036

3.83%

Total interest bearing liabilities

$

7,879,330

$

103,061

2.64%

$

6,256,474

$

87,083

2.81%

Demand deposits

$

2,528,481

$

2,174,977

Other liabilities

 

171,104

 

128,611

Total liabilities

 

10,578,915

 

8,560,062

Shareholders' equity

 

1,677,252

 

1,334,399

Total liabilities and shareholders' equity

$

12,256,167

$

9,894,461

Net interest income FTE(2)

$

222,515

$

177,922

Interest rate spread FTE(2)

3.21%

3.06%

Net interest earning assets

$

3,337,754

$

2,851,549

Net interest margin FTE(2)

4.00%

3.94%

Average transaction deposits

$

8,856,393

$

7,181,449

Average total deposits

10,156,323

8,230,754

Ratio of average interest earning assets to average interest bearing liabilities

142.36%

145.58%

                                                      

(1)

  ​ ​ ​

Originated loans are net of deferred loan fees, less costs, which are included in interest income over the life of the loan.

(2)

  ​ ​ ​

Presented on a fully taxable equivalent basis using the statutory tax rate of 21%. The tax equivalent adjustments included above are $4,421 and $3,822 for the six months ended June 30, 2026 and June 30, 2025, respectively.

(3)

  ​ ​ ​

Other borrowings includes securities sold under agreements to repurchase and cash collateral received from counterparties in connection with derivative swap agreements.

11


NATIONAL BANK HOLDINGS CORPORATION

Allowance for Credit Losses and Asset Quality

(Dollars in thousands)

Allowance for Credit Losses Analysis

As of and for the three months ended

June 30, 2026

March 31, 2026

June 30, 2025

Beginning allowance for credit losses

$

113,477

$

87,415

$

90,192

Allowance for credit loss at acquisition

2,473

29,462

Charge-offs

 

(6,508)

 

(7,757)

(1,158)

Recoveries

79

57

170

Provision expense (release) for credit losses on loans

 

750

 

4,300

 

(311)

Ending allowance for credit losses ("ACL")

$

110,271

$

113,477

$

88,893

Ratio of annualized net charge-offs (recoveries) to average total loans during the period

0.27%

0.34%

0.05%

Ratio of ACL to total loans outstanding at period end

1.13%

1.18%

1.19%

Ratio of ACL to total non-performing loans at period end

365.97%

378.38%

266.66%

Total loans

$

9,774,052

$

9,611,486

$

7,486,918

Average total loans during the period

9,608,203

9,255,883

7,530,783

Total non-performing loans

30,131

29,990

33,336

Past Due and Non-accrual Loans

June 30, 2026

March 31, 2026

June 30, 2025

Loans 90 days past due and still accruing interest

$

29,112

$

26,858

$

7,315

Non-accrual loans

 

30,131

 

29,990

 

33,336

Total past due and non-accrual loans

$

59,243

$

56,848

$

40,651

Total 90 days past due and still accruing interest and non-accrual loans to total loans

0.61%

0.59%

0.54%

Loans 30-89 days past due and still accruing interest

$

17,169

$

21,624

$

13,923

Asset Quality Data

June 30, 2026

March 31, 2026

June 30, 2025

Non-performing loans

$

30,131

$

29,990

$

33,336

OREO

 

4,174

 

3,821

 

291

Total non-performing assets

$

34,305

$

33,811

$

33,627

Total non-performing loans to total loans

0.31%

0.31%

0.45%

Total non-performing assets to total loans and OREO

0.35%

0.35%

0.45%

12


NATIONAL BANK HOLDINGS CORPORATION

Key Metrics(1)

As of and for the three months ended

As of and for the six months ended

June 30, 

March 31, 

June 30, 

June 30, 

June 30, 

2026

2026

2025

2026

2025

Return on average assets

0.86%

0.70%

1.38%

0.78%

1.19%

Return on average tangible assets(2)

0.96%

0.79%

1.49%

0.87%

1.29%

Adjusted return on average tangible assets(2)

1.26%

1.20%

1.49%

1.23%

1.29%

Return on average equity

6.34%

5.02%

10.15%

5.68%

8.80%

Return on average tangible common equity(2)

9.70%

7.75%

14.18%

8.62%

12.44%

Adjusted return on average tangible common equity(2)

12.71%

11.79%

14.18%

12.11%

12.44%

Loan to deposit ratio (end of period)

94.08%

91.90%

90.54%

94.08%

90.54%

Non-interest bearing deposits to total deposits (end of period)

24.79%

24.60%

26.22%

24.79%

26.22%

Net interest margin(3)

3.86%

3.98%

3.86%

3.92%

3.85%

Net interest margin FTE(3)(4)

3.94%

4.06%

3.95%

4.00%

3.94%

Interest rate spread FTE(4)(5)

3.16%

3.29%

3.06%

3.21%

3.06%

Yield on earning assets(6)

5.73%

5.82%

5.80%

5.77%

5.78%

Yield on earning assets FTE(4)(6)

5.81%

5.90%

5.88%

5.85%

5.87%

Cost of funds

2.01%

1.98%

2.09%

2.00%

2.08%

Cost of deposits

1.93%

1.94%

2.05%

1.93%

2.04%

Non-interest income to total revenue FTE(4)(7)

15.05%

13.94%

16.04%

14.50%

15.42%

Efficiency ratio FTE(4)

72.32%

75.09%

59.15%

73.69%

59.40%

Adjusted efficiency ratio FTE(2)(4)

61.81%

61.28%

57.32%

61.55%

57.53%

Pre-provision net revenue FTE(2)(4)

36,347

32,126

43,456

68,473

85,416

Adjusted pre-provision net revenue FTE(2)(4)

47,795

47,475

43,456

95,270

85,416

Total Loans Asset Quality Data(8)(9)

Non-performing loans to total loans

0.31%

0.31%

0.45%

0.31%

0.45%

Non-performing assets to total loans and OREO

0.35%

0.35%

0.45%

0.35%

0.45%

Allowance for credit losses to total loans

1.13%

1.18%

1.19%

1.13%

1.19%

Allowance for credit losses to non-performing loans

365.97%

378.38%

266.66%

365.97%

266.66%

Net charge-offs to average loans

0.27%

0.34%

0.05%

0.30%

0.43%

                                                      

(1)

  ​ ​ ​

Ratios are annualized.

(2)

  ​ ​ ​

Ratio represents non-GAAP financial measure. See “Non-GAAP Financial Measures and Reconciliations” starting on page 14.

(3)

Net interest margin represents net interest income, including accretion income on interest earning assets, as a percentage of average interest earning assets.

(4)

Presented on a fully taxable equivalent basis using the statutory tax rate of 21%. The tax equivalent adjustments included above are $2,239, $2,182 and $1,912 for the three months ended June 30, 2026, March 31, 2026, and June 30, 2025, respectively, and $4,421 and $3,822 for the six months ended June 30, 2026 and June 30, 2025, respectively.

(5)

  ​ ​ ​

Interest rate spread represents the difference between the weighted average yield on interest earning assets, including FTE income, and the weighted average cost of interest bearing liabilities. Ratio represents a non-GAAP financial measure.

(6)

Interest earning assets include assets that earn interest/accretion or dividends. Any market value adjustments on investment securities or loans are excluded from interest earning assets.

(7)

Non-interest income to total revenue represents non-interest income divided by the sum of net interest income FTE and non-interest income.

(8)

Non-performing loans consist of non-accruing loans.

(9)

Total loans are net of unearned discounts and fees.

13


NATIONAL BANK HOLDINGS CORPORATION

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS

(Dollars in thousands, except share and per share data)

Tangible Book Value Ratios

June 30, 2026

March 31, 2026

  ​ ​ ​

December 31, 2025

June 30, 2025

Total shareholders' equity

$

1,669,104

$

1,664,875

$

1,385,114

$

1,352,496

Less: goodwill and other intangible assets, net

 

(514,975)

 

(516,672)

 

(348,961)

 

(352,854)

Add: deferred tax liability related to goodwill

 

14,154

 

14,050

 

13,947

 

13,741

Tangible common equity (non-GAAP)

$

1,168,283

$

1,162,253

$

1,050,100

$

1,013,383

Total assets

$

12,586,136

$

12,614,408

$

9,883,518

$

9,998,729

Less: goodwill and other intangible assets, net

 

(514,975)

 

(516,672)

 

(348,961)

 

(352,854)

Add: deferred tax liability related to goodwill

 

14,154

 

14,050

 

13,947

 

13,741

Tangible assets (non-GAAP)

$

12,085,315

$

12,111,786

$

9,548,504

$

9,659,616

Tangible common equity to tangible assets calculations:

Total shareholders' equity to total assets

13.26%

13.20%

14.01%

13.53%

Less: impact of goodwill and other intangible assets, net

(3.59)%

(3.60)%

(3.01)%

(3.04)%

Tangible common equity to tangible assets (non-GAAP)

9.67%

9.60%

11.00%

10.49%

Tangible book value per share calculations:

Tangible common equity (non-GAAP)

$

1,168,283

$

1,162,253

$

1,050,100

$

1,013,383

Divided by: ending shares outstanding

 

44,537,718

 

44,692,472

 

37,772,516

 

38,045,622

Tangible book value per share (non-GAAP)

$

26.23

$

26.01

$

27.80

$

26.64

14


NATIONAL BANK HOLDINGS CORPORATION

(Dollars in thousands, except share and per share data)

Return on Average Tangible Assets and Return on Average Tangible Equity

As of and for the three months ended

As of and for the six months ended

June 30, 

  ​ ​ ​

March 31, 

  ​ ​ ​

June 30, 

  ​ ​ ​

June 30, 

  ​ ​ ​

June 30, 

2026

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

Net income

$

26,490

$

20,793

$

34,022

$

47,283

$

58,253

Add: adjustments, after tax (non-GAAP)(1)

 

8,813

 

11,814

 

 

20,627

 

Adjusted net income (non-GAAP)(1)

$

35,303

$

32,607

$

34,022

$

67,910

$

58,253

Net income

$

26,490

$

20,793

$

34,022

$

47,283

$

58,253

Add: impact of other intangible assets amortization expense, after tax (non-GAAP)

 

1,873

 

1,897

 

1,492

 

3,769

 

3,006

Net income excluding the impact of other intangible assets amortization expense, after tax (non-GAAP)

$

28,363

$

22,690

$

35,514

$

51,052

$

61,259

Net income excluding the impact of other intangible assets amortization expense, after tax (non-GAAP)

$

28,363

$

22,690

$

35,514

$

51,052

$

61,259

Add: adjustments, after tax (non-GAAP)(1)

8,813

11,814

20,627

Adjusted net income excluding the impact of other intangible assets amortization expense (non-GAAP)(1)

$

37,176

$

34,504

$

35,514

$

71,679

$

61,259

Average assets

$

12,378,637

$

12,132,345

$

9,873,135

$

12,256,167

$

9,894,461

Less: average goodwill and other intangible assets, net of deferred tax liability related to goodwill (non-GAAP)

 

(502,057)

 

(492,642)

 

(340,330)

 

(483,276)

 

(341,320)

Average tangible assets (non-GAAP)

$

11,876,580

$

11,639,703

$

9,532,805

$

11,772,891

$

9,553,141

Average shareholders' equity

$

1,675,271

$

1,679,262

$

1,344,767

$

1,677,252

$

1,334,399

Less: average goodwill and other intangible assets, net of deferred tax liability related to goodwill (non-GAAP)

 

(502,057)

 

(492,642)

 

(340,330)

 

(483,276)

 

(341,320)

Average tangible common equity (non-GAAP)

$

1,173,214

$

1,186,620

$

1,004,437

$

1,193,976

$

993,079

Return on average assets

0.86%

0.70%

1.38%

0.78%

1.19%

Adjusted return on average assets (non-GAAP)

1.14%

1.09%

1.38%

1.12%

1.19%

Return on average tangible assets (non-GAAP)

0.96%

0.79%

1.49%

0.87%

1.29%

Adjusted return on average tangible assets (non-GAAP)(1)

1.26%

1.20%

1.49%

1.23%

1.29%

Return on average equity

6.34%

5.02%

10.15%

5.68%

8.80%

Adjusted return on average equity (non-GAAP)

8.45%

7.87%

10.15%

8.16%

8.80%

Return on average tangible common equity (non-GAAP)

9.70%

7.75%

14.18%

8.62%

12.44%

Adjusted return on average tangible common equity (non-GAAP)(1)

12.71%

11.79%

14.18%

12.11%

12.44%

Adjustments:

Non-interest income adjustments:

Restructuring impairment(2)

$

223

$

$

$

223

$

Non-interest expense adjustments:

Acquisition-related expenses

10,890

14,342

25,232

Restructuring expenses(2)

335

1,007

1,342

Total non-interest expense adjustments, before tax (non-GAAP)

11,225

15,349

26,574

Total adjustments, before tax (non-GAAP)

11,448

15,349

26,797

Tax benefit impact(3)

 

(2,635)

(3,535)

(6,170)

Total adjustments, after tax (non-GAAP)

$

8,813

$

11,814

$

$

20,627

$

                                                      

(1)

For details, refer to the “Adjustments” section at the bottom of the table.

(2)

Restructuring expenses and restructuring impairment are primarily related to banking center consolidation expenses.

(3)

Calculated using the company’s marginal tax rate of 23%. Certain acquisition-related expenses are non-deductible.

15


Efficiency Ratio and Pre-Provision Net Revenue

As of and for the three months ended

As of and for the six months ended

  ​ ​ ​

June 30, 

  ​ ​ ​

March 31, 

  ​ ​ ​

June 30, 

  ​ ​ ​

June 30, 

  ​ ​ ​

June 30, 

  ​ ​ ​

2026

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

Net interest income FTE(1)

$

111,531

$

110,984

$

89,321

$

222,515

$

177,922

Non-interest income

$

19,766

$

17,979

$

17,066

$

37,745

$

32,442

Add: restructuring impairment

223

223

Adjusted non-interest income (non-GAAP)

$

19,989

$

17,979

$

17,066

$

37,968

$

32,442

Non-interest expense

$

94,950

$

96,837

$

62,931

$

191,787

$

124,948

Less: other intangible assets amortization

(2,433)

 

(2,464)

 

(1,947)

 

(4,897)

 

(3,924)

Less: acquisition-related expenses and restructuring expenses

(11,225)

(15,349)

(26,574)

Adjusted non-interest expense, excluding other intangible assets amortization (non-GAAP)

$

81,292

$

79,024

$

60,984

$

160,316

$

121,024

Non-interest expense

$

94,950

$

96,837

$

62,931

$

191,787

$

124,948

Less: acquisition-related expenses and restructuring expenses

(11,225)

(15,349)

(26,574)

Adjusted non-interest expense (non-GAAP)

$

83,725

$

81,488

$

62,931

$

165,213

$

124,948

Efficiency ratio FTE(1)

72.32%

75.09%

59.15%

73.69%

59.40%

Adjusted efficiency ratio FTE (non-GAAP)(1)(2)

61.81%

61.28%

57.32%

61.55%

57.53%

Net income

$

26,490

$

20,793

$

34,022

$

47,283

$

58,253

Add: income tax expense

6,118

5,151

7,522

11,269

13,141

Add: provision expense for credit losses

1,500

4,000

5,500

10,200

Add: impact of taxable equivalent adjustment

2,239

2,182

1,912

4,421

3,822

Pre-provision net revenue, FTE (non-GAAP)(1)

$

36,347

$

32,126

$

43,456

$

68,473

$

85,416

Pre-provision net revenue, FTE (non-GAAP)(1)

$

36,347

$

32,126

$

43,456

$

68,473

$

85,416

Add: acquisition-related expenses

10,890

14,342

25,232

Add: restructuring expenses and impairment

558

1,007

1,565

Adjusted pre-provision net revenue FTE (non-GAAP)(1)

$

47,795

$

47,475

$

43,456

$

95,270

$

85,416

                                                      

(1)

  ​ ​ ​

Presented on a fully taxable equivalent basis using the statutory tax rate of 21%. The tax equivalent adjustments included above are $2,239, $2,182 and $1,912 for the three months ended June 30, 2026, March 31, 2026, and June 30, 2025, respectively, and $4,421 and $3,822 for the six months ended June 30, 2026 and June 30, 2025, respectively.

(2)

Adjusted efficiency ratio FTE excludes other intangible assets amortization, acquisition-related expenses and restructuring expenses.

Adjusted Net Income and Adjusted Earnings Per Share

As of and for the three months ended

As of and for the six months ended

  ​ ​ ​

June 30, 

  ​ ​ ​

March 31, 

  ​ ​ ​

June 30, 

  ​ ​ ​

June 30, 

  ​ ​ ​

June 30, 

  ​ ​ ​

2026

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

Adjustments to net income:

Net income

$

26,490

$

20,793

$

34,022

$

47,283

$

58,253

Add: acquisition-related adjustments, after tax

8,383

11,039

19,422

Add: restructuring expenses and impairment, after tax

430

775

1,205

Adjusted net income (non-GAAP)

$

35,303

$

32,607

$

34,022

$

67,910

$

58,253

Adjustments to earnings per share:

Earnings per share diluted

$

0.58

$

0.46

$

0.88

$

1.04

$

1.51

Add: acquisition-related adjustments, after tax

0.18

0.24

0.42

Add: restructuring expenses and impairment, after tax

0.02

0.02

0.04

Adjusted earnings per share - diluted (non-GAAP)

$

0.78

$

0.72

$

0.88

$

1.50

$

1.51

16