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0001475841false00014758412026-01-272026-01-27

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): January 27, 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 January 27, 2026, National Bank Holdings Corporation (“NBHC”) issued a press release announcing its financial results for the quarter and year ended December 31, 2025. A copy of the full text of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 8.01. Other Events.

On January 27, 2026, the Board of Directors of National Bank Holdings Corporation (the “Company”) declared a quarterly cash dividend on the Company’s Class A common stock (“Common Stock”) of thirty-two cents ($0.32) per issued and outstanding share of Common Stock. The cash dividend will be paid on March 13, 2026 to shareholders of record as of the close of business on February 27, 2026. All subsequent dividends are subject to review and approval by the Company’s Board of Directors in its discretion. The decision of whether to pay any future dividends and the amount of any such dividends will be based on, among other things, the Company’s financial position, results of operations, cash flows, capital requirements, the requirements of applicable law and any other factors that the Board of Directors may deem relevant.

Additionally, on January 27, 2026, the Company announced that its Board of Directors authorized a new stock repurchase program under which the Company may repurchase up to $100.0 million of its Common Stock from time to time in the open market or in privately negotiated transactions in accordance with applicable regulations of the Securities and Exchange Commission. The timing and amount of any share repurchases will be determined by the Company’s management based on market conditions and other factors. No time limit was set for completion of the program. This new program replaces in its entirety the stock repurchase program that was authorized by the Board of Directors on May 9, 2023, under which the Company repurchased $15.2 million through January 27, 2026.

The press release issued by the Company relating to the declaration of a quarterly dividend and the announcement of a new share repurchase program is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits. *

(d) Exhibits

Exhibit No.

  ​ ​ ​

Description of Exhibit

99.1

Press release dated January 27, 2026

104

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

2

*The information contained in Item 2.02 of this current report and 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, nor shall it be deemed incorporated by reference in any registration statement or other filings of the Registrant under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.

3

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: January 27, 2026

4

EX-99.1 2 nbhc-20260127xex99d1.htm EX-99.1

Exhibit 99.1

Graphic

National Bank Holdings Corporation Announces

Fourth Quarter and Full Year 2025 Financial Results

NYSE Ticker: NBHC

Denver, Colorado, January 27, 2026 - (Globe Newswire) – National Bank Holdings Corporation (the “Company” or “NBHC”) reported:

For the quarter(1)

For the year

2025 Adjusted (1)(2)

4Q25

3Q25

4Q24

2025

2024

QTD

YTD

Net income ($000's)

$

16,036

$

35,285

$

28,184

$

109,574

$

118,815

$

22,748

$

117,622

Earnings per share - diluted

$

0.42

$

0.92

$

0.73

$

2.85

$

3.08

$

0.60

$

3.06

Return on average assets

0.65%

1.43%

1.13%

1.11%

1.20%

0.92%

1.19%

Return on average tangible assets(2)

0.73%

1.54%

1.23%

1.22%

1.30%

1.02%

1.30%

Return on average equity

4.57%

10.25%

8.59%

8.08%

9.41%

6.48%

8.67%

Return on average tangible common equity(2)

6.58%

14.21%

12.31%

11.36%

13.65%

9.10%

12.15%

                                                      

(1)

Quarterly 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.

2025 Highlights

Announced, obtained regulatory approval, and closed the acquisition of Vista Bancshares, Inc. (“Vista”) in under four months.
Grew tangible common book value per share by 10.0% and increased the common equity tier 1 capital ratio to 14.89%.
Originated $1.6 billion new loans including $591.0 million new loans in the fourth quarter.
Launched the initial phase of 2UniFi, an innovative financial ecosystem built to empower business entrepreneurs with treasury management depository capabilities and a streamlined SBA loan offering.

In announcing these results, Chief Executive Officer Tim Laney shared, “We delivered adjusted quarterly and annual earnings of $0.60 and $3.06 per diluted share, respectively, with a full year net interest margin of 3.94%. We generated meaningful capital growth in 2025 with a 10.0% increase in tangible common book value per share. On the strength of our capital and earnings, we are announcing another dividend increase and a new $100 million share repurchase authority, reinforcing our commitment to delivering attractive shareholder returns. With a 14.89% Common Equity Tier 1 ratio, diversified funding sources, and a strong balance sheet, we are well positioned for future growth.”

Mr. Laney continued, “We recently closed our strategic acquisition of Vista and are working to seamlessly integrate Vista associates and clients into our bank family. We remain focused on delivering differentiated and expanded banking solutions across our franchise and believe the growth generated through our combined organization will drive meaningful shareholder returns in 2026.”

1


Recent Announcements

On January 27, 2026, the Company’s Board of Directors authorized an increase to its repurchase authority of up to $100.0 million of the Company’s common stock from time to time either in the open market or in privately negotiated transactions in accordance with applicable regulations of the Securities and Exchange Commission. The new program of $100.0 million replaces the previous $50.0 million program in its entirety.

On January 27, 2026, the Company’s Board of Directors approved an increase to its quarterly cash dividend. The quarterly cash dividend will increase 3.2% to $0.32 per share of NBHC common stock. The dividend will be payable on March 13, 2026 to shareholders of record at the close of business on February 27, 2026.

As reported earlier this month, NBHC successfully completed its acquisition of Vista, with operations in Dallas-Ft. Worth, Austin, and Lubbock, Texas, as well as Palm Beach, Florida. This acquisition further strengthens NBHC’s position as a premier regional bank and further increases our market share in high-growth markets including Dallas-Ft. Worth, Austin and Palm Beach. Integrating NBHC’s product capabilities with the strength of Vista Bank’s relationship-banking model further enhances NBHC’s long-term growth strategy.

Fourth Quarter 2025 Results

(All comparisons refer to the third quarter of 2025, except as noted)

Net income totaled $16.0 million, or $0.42 per diluted share, during the fourth quarter of 2025, compared to $35.3 million or $0.92 per diluted share. Fully taxable equivalent pre-provision net revenue totaled $30.2 million, compared to $43.6 million. The return on average tangible assets totaled 0.73%, compared to 1.54%, and the return on average tangible common equity totaled 6.58%, compared to 14.21%. Adjusting for $5.4 million of pre-tax acquisition-related expenses and $3.3 million of pre-tax loss on security sales, net income totaled $22.7 million, or $0.60 per diluted share. Adjusted, the fully taxable equivalent pre-provision net revenue totaled $39.0 million. The adjusted return on average tangible assets totaled 1.02%, and the adjusted return on average tangible common equity was 9.10%.

Net Interest Income

Fully taxable equivalent net interest income totaled $88.3 million, compared to $90.2 million. The fully taxable equivalent net interest margin totaled 3.89%, compared to 3.98%, driven by a 26 basis point decrease in earning asset yields as variable rate loans repriced ahead of the Federal Reserve rate cuts. The Company’s disciplined deposit pricing improved the cost of funds 17 basis points.

Loans

Loans totaled $7.4 billion at December 31, 2025, consistent with the linked quarter. We expanded quarterly loan fundings to $591.0 million, led by commercial loan fundings of $429.0 million. The fourth quarter’s weighted average rate on new loans at the time of origination was 6.4%, compared to a weighted average yield of 6.2% on the loan portfolio.

Asset Quality and Provision for Credit Losses

The Company maintains strong credit quality and takes a proactive approach to monitoring credit. As a result of credit actions taken during the fourth quarter, the Company recorded provision expense of $9.1 million. This quarter’s provision expense was driven by specific reserves and net charge-offs related to three credits. This year’s net charge-offs totaled 0.34% of average total loans, compared to 0.13% in the prior year. Compared to the prior quarter, non-performing loans improved two basis points to 0.34% of total loans at December 31, 2025, and non-performing assets improved one basis point to 0.36% of total loans and OREO at December 31, 2025. The allowance for credit losses as a percentage of loans was 1.18% at December 31, 2025, compared to 1.19% at September 30, 2025. The Company has a history of maintaining strong credit quality and during 2025, lowered its non-performing assets ratio, criticized loan levels, and past due loans.

Deposits

The Company maintains a low cost, diversified deposit franchise. Average total deposits remained consistent with the prior quarter at $8.2 billion, and average transaction deposits (defined as total deposits less time deposits) totaled $7.0 billion, compared to $7.1 billion in the previous quarter.

2


The cost of funds improved 17 basis points to 1.93%. The loan to deposit ratio totaled 89.6% at December 31, 2025, compared to 87.7%. The mix of transaction deposits to total deposits was 86% at December 31, 2025, consistent with the prior quarter.

Non-Interest Income

Non-interest income totaled $14.4 million, compared to $20.7 million. Excluding the loss on security sales during the fourth quarter, non-interest income totaled $17.8 million. The linked quarter decrease was primarily driven by other non-interest income which included $3.6 million unrealized gains on partnership investments recorded in the third quarter, partially offset by a $1.3 million increase in bank owned life insurance income in the fourth quarter.

Non-Interest Expense

Non-interest expense totaled $72.4 million, compared to $67.2 million in the third quarter, primarily driven by increased expenses from the Vista acquisition. Included in both the current and linked quarters were acquisition-related expenses of $5.4 million and $1.7 million, respectively, primarily within professional fees. Adjusting for the acquisition-related expenses, the fourth quarter non-interest expense totaled $67.0 million, compared to $65.5 million in the third quarter. The increase was primarily driven by $0.8 million higher 2UniFi capitalized asset depreciation due to the timing of the 2UniFi launch and higher problem loan expense during the fourth quarter.

Income tax expense totaled $3.1 million, compared to $7.9 million in the previous quarter, driven by lower pre-tax income. The effective tax rate was 16.0%, compared to 18.2%.

Capital

NBHC executed $2.1 million of share buybacks in the fourth quarter as part of its ongoing capital strategy for a total of $15.2 million completed in 2025. Capital ratios continue to be well in excess of federal bank regulatory agency “well capitalized” thresholds. The tier 1 leverage ratio totaled 11.56%, and the common equity tier 1 capital ratio increased 169 basis points to 14.89% at December 31, 2025, compared to December 31, 2024. Shareholders’ equity increased $80.0 million to $1.4 billion at December 31, 2025, compared to December 31, 2024, primarily driven by $63.6 million of growth in retained earnings from net income after covering the year’s dividends, and a $26.0 million improvement in accumulated other comprehensive loss due to changes in the interest rate environment.

Common book value per share increased $2.38 to $36.67 at December 31, 2025, compared to December 31, 2024. Tangible common book value per share increased $2.52, or 10.0%, to $27.80, compared to December 31, 2024, primarily driven by the year’s earnings.

Year-Over-Year Review

(All comparisons refer to the full year 2024, except as noted)

Net income totaled $109.6 million, or $2.85 per diluted share, compared to $118.8 million, or $3.08 per diluted share. Adjusting for acquisition-related expenses and the loss on security sales, net income totaled $117.6 million, or $3.06 per diluted share. Fully taxable equivalent pre-provision net revenue increased $0.2 million to $159.3 million. Adjusted, the fully taxable equivalent pre-provision net revenue increased $4.1 million, or 2.5%, to $169.8 million. The return on average tangible assets totaled 1.22%, compared to 1.30%, and the return on average tangible common equity was 11.36%, compared to 13.65%. Adjusted, the return on average tangible assets totaled 1.30%, and the return on average tangible common equity totaled 12.15%.

Fully taxable equivalent net interest income increased $3.9 million to $356.4 million due to disciplined loan and deposit pricing driving net interest margin expansion. The fully taxable equivalent net interest margin expanded nine basis points to 3.94%, driven by a 22 basis point improvement in the cost of funds, partially offset by a 13 basis point decrease in earning asset yields. Average earning assets totaled $9.1 billion, compared to $9.2 billion.

Loans outstanding totaled $7.4 billion as of December 31, 2025, compared to $7.8 billion. New loan fundings over the trailing twelve months totaled $1.6 billion, led by commercial fundings of $1.1 billion.

3


The Company continued to prudently manage credit risk in 2025, further strengthening our credit profile through proactive monitoring of credit. The Company recorded $17.8 million of provision expense for credit losses, compared to $6.8 million in the prior year. Net charge-offs totaled 0.34% of average total loans, compared to 0.13% in the prior year. Non-performing loans improved 12 basis points to 0.34% of total loans at December 31, 2025, compared to December 31, 2024, and non-performing assets improved 11 basis points to 0.36% of total loans and OREO at December 31, 2025, compared to December 31, 2024. The allowance for credit losses as a percentage of loans totaled 1.18% at December 31, 2025, compared to 1.22% at December 31, 2024.

Average deposits totaled $8.2 billion, compared to $8.3 billion in the prior year, and average transaction deposits totaled $7.1 billion, compared to $7.3 billion in the prior year. The mix of transaction deposits to total deposits was 86.1% at December 31, 2025, compared to 87.6%.

Non-interest income increased $6.3 million, or 10.3%, to $67.6 million. The Company executed strategic balance sheet actions in both 2025 and 2024, which resulted in security sale losses of $3.3 million and $6.6 million, in the respective periods. Excluding these items, non-interest income increased $3.1 million primarily driven by $3.9 million of unrealized gains on partnership investments, a $0.9 million increase in gains on sales of previously consolidated banking center properties, and a $0.8 million increase in trust income. These increases were partially offset by decreases in SBA loan sale gains and swap fee income.

Non-interest expense totaled $264.6 million, which included $7.2 million of expenses from the Vista acquisition, compared to non-interest expense of $254.6 million in the prior year. Excluding the acquisition-related expenses, which are primarily professional fees, the current year non-interest expense totaled $257.5 million. Occupancy and equipment expense increased $5.9 million primarily driven by the 2UniFi capitalized asset depreciation in connection with the launch of 2UniFi in the third quarter of 2025. This increase was partially offset by a $4.1 million improvement in other non-interest expense resulting from diligent expense management. The fully taxable equivalent efficiency ratio totaled 62.42%, compared to 61.54%. Excluding other intangible assets amortization and adjusted for acquisition related expenses and the loss on security sales, the fully taxable equivalent efficiency ratio improved 26 basis points to 58.43% compared to the prior year.

Income tax expense totaled $24.1 million, compared to $26.4 million in the prior year, and the effective tax rate was 18.0%, compared to 18.2% in the prior year.

4


Conference Call

Management will host a conference call to review the results at 11:00 a.m. Eastern Time on Wednesday, January 28, 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 6983606 and asking for the NBHC Q4 2025 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 100 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 in its core footprint under the Bank of Jackson Hole Trust charter. NBH Bank operates 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,” “project,” “continuing,” “ongoing,” “expect,” “intend,” “goal,” “focus,” “maintains,” “future,” “ultimately,” “likely,” “ensure,” “strategy,” “objective,” and similar words or phrases. These statements are only predictions and involve estimates, known and unknown risks, assumptions and uncertainties.

5


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 inability 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.

6


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:

Jody Soper, Chief Marketing Officer, (303) 784-5925, Jody.Soper@nbhbank.com

7


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 years ended

December 31, 

  ​ ​ ​

September 30, 

  ​ ​ ​

December 31, 

  ​ ​ ​

December 31, 

  ​ ​ ​

December 31, 

2025

2025

2024

2025

2024

Total interest and dividend income

$

126,353

$

132,238

$

136,086

$

519,774

$

538,268

Total interest expense

 

40,148

 

44,038

 

45,955

 

171,269

 

192,880

Net interest income

 

86,205

 

88,200

 

90,131

 

348,505

 

345,388

Taxable equivalent adjustment

2,059

1,985

1,874

7,866

7,094

Net interest income FTE(1)

88,264

90,185

92,005

356,371

352,482

Provision expense (release) for credit losses

 

9,100

 

(1,500)

 

1,979

 

17,800

 

6,755

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

 

79,164

 

91,685

 

90,026

 

338,571

 

345,727

Non-interest income:

Service charges

 

4,109

 

4,340

 

4,359

 

16,694

 

17,957

Bank card fees

 

4,390

 

4,505

 

4,671

 

17,821

 

18,963

Mortgage banking income

 

2,328

 

2,895

 

2,296

 

11,085

 

11,228

Other non-interest income

 

6,954

 

8,951

 

6,375

 

25,314

 

19,665

Loss on security sales

(3,348)

(6,582)

(3,348)

(6,582)

Total non-interest income

 

14,433

 

20,691

 

11,119

 

67,566

 

61,231

Non-interest expense:

Salaries and benefits

 

38,447

 

37,779

 

35,459

 

148,334

 

146,243

Occupancy and equipment

13,173

12,383

10,193

45,829

39,951

Professional fees

 

6,175

 

3,249

 

1,599

 

12,527

 

7,062

Data processing

4,653

4,751

4,900

18,257

17,481

Other non-interest expense

 

8,054

 

7,138

 

10,418

 

31,878

 

35,941

Other intangible assets amortization

1,946

1,946

1,977

7,817

7,939

Total non-interest expense

72,448

 

67,246

 

64,546

 

264,642

 

254,617

Income before income taxes FTE(1)

 

21,149

 

45,130

 

36,599

 

141,495

 

152,341

Taxable equivalent adjustment

2,059

1,985

1,874

7,866

7,094

Income before income taxes

19,090

43,145

34,725

133,629

145,247

Income tax expense

 

3,054

 

7,860

 

6,541

 

24,055

 

26,432

Net income

$

16,036

$

35,285

$

28,184

$

109,574

$

118,815

Earnings per share - basic

$

0.42

$

0.92

$

0.73

$

2.86

$

3.10

Earnings per share - diluted

0.42

0.92

0.73

2.85

3.08

Common stock dividend

0.31

0.30

0.29

1.20

1.12

                                                      

(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.

8


NATIONAL BANK HOLDINGS CORPORATION

Consolidated Statements of Financial Condition (Unaudited)

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

December 31, 2025

September 30, 2025

December 31, 2024

ASSETS

Cash and cash equivalents

$

417,058

$

555,560

$

127,848

Investment securities available-for-sale

 

528,639

 

612,719

 

527,547

Investment securities held-to-maturity

 

651,732

 

689,486

 

533,108

Other securities

 

80,634

 

80,526

 

76,462

Loans

 

7,433,356

 

7,429,501

 

7,751,143

Allowance for credit losses

 

(87,415)

 

(88,280)

 

(94,455)

Loans, net

 

7,345,941

 

7,341,221

 

7,656,688

Loans held for sale

 

25,695

 

22,252

 

24,495

Other real estate owned

 

1,674

 

658

 

662

Premises and equipment, net

 

214,554

 

211,436

 

196,773

Goodwill

 

306,043

 

306,043

 

306,043

Intangible assets, net

 

48,337

 

50,331

 

58,432

Other assets

 

263,211

 

282,454

 

299,635

Total assets

$

9,883,518

$

10,152,686

$

9,807,693

LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:

Non-interest bearing demand deposits

$

2,204,241

$

2,255,495

$

2,213,685

Interest bearing demand deposits

 

1,237,006

 

1,223,602

 

1,411,860

Savings and money market

 

3,701,616

 

3,832,460

 

3,592,312

Total transaction deposits

 

7,142,863

 

7,311,557

 

7,217,857

Time deposits

 

1,149,771

 

1,160,123

 

1,020,036

Total deposits

 

8,292,634

 

8,471,680

 

8,237,893

Securities sold under agreements to repurchase

 

17,350

 

21,303

 

18,895

Long-term debt

 

54,540

 

54,743

 

54,511

Federal Home Loan Bank advances

 

 

 

50,000

Other liabilities

 

133,880

 

230,031

 

141,319

Total liabilities

 

8,498,404

 

8,777,757

 

8,502,618

Shareholders' equity:

Common stock

 

515

 

515

 

515

Additional paid in capital

 

1,171,581

 

1,169,982

 

1,167,431

Retained earnings

 

572,461

 

568,276

 

508,864

Treasury stock

 

(315,397)

 

(312,873)

 

(301,694)

Accumulated other comprehensive loss, net of tax

 

(44,046)

 

(50,971)

 

(70,041)

Total shareholders' equity

 

1,385,114

 

1,374,929

 

1,305,075

Total liabilities and shareholders' equity

$

9,883,518

$

10,152,686

$

9,807,693

SHARE DATA

Average basic shares outstanding

 

37,803,728

 

37,911,643

 

38,327,964

Average diluted shares outstanding

 

37,922,557

 

38,034,473

 

38,565,164

Ending shares outstanding

 

37,772,516

 

37,815,589

 

38,054,482

Common book value per share

$

36.67

$

36.36

$

34.29

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

27.80

27.45

25.28

CAPITAL RATIOS

Average equity to average assets

14.21%

13.94%

13.10%

Tangible common equity to tangible assets(1)

11.00%

10.57%

10.16%

Tier 1 leverage ratio

11.56%

11.49%

10.69%

Common equity tier 1 risk-based capital ratio

14.89%

14.69%

13.20%

Tier 1 risk-based capital ratio

14.89%

14.69%

13.20%

Total risk-based capital ratio

16.82%

16.63%

15.11%

                                                      

(1)

  ​ ​ ​

Represents a non-GAAP financial measure. See “Non-GAAP Financial Measures and Reconciliations” starting on page 15.

9


NATIONAL BANK HOLDINGS CORPORATION

Loan Portfolio

(Dollars in thousands)

Period End Loan Balances by Type

December 31, 2025

December 31, 2025

vs. September 30, 2025

vs. December 31, 2024

December 31, 2025

September 30, 2025

% Change

December 31, 2024

% Change

Originated:

Commercial:

Commercial and industrial

$

1,948,332

$

1,877,645

3.8%

$

1,881,570

3.5%

Municipal and non-profit

1,273,508

1,189,677

7.0%

1,106,865

15.1%

Owner-occupied commercial real estate

950,269

986,868

(3.7)%

1,048,481

(9.4)%

Food and agribusiness

208,009

211,940

(1.9)%

266,332

(21.9)%

Total commercial

4,380,118

4,266,130

2.7%

4,303,248

1.8%

Commercial real estate non-owner occupied

1,030,069

1,069,815

(3.7)%

1,123,718

(8.3)%

Residential real estate

927,663

914,168

1.5%

922,328

0.6%

Consumer

12,771

12,757

0.1%

12,773

(0.0)%

Total originated

6,350,621

6,262,870

1.4%

6,362,067

(0.2)%

Acquired:

Commercial:

Commercial and industrial

89,373

95,015

(5.9)%

114,255

(21.8)%

Municipal and non-profit

253

259

(2.3)%

277

(8.7)%

Owner-occupied commercial real estate

178,348

189,408

(5.8)%

215,663

(17.3)%

Food and agribusiness

20,061

29,506

(32.0)%

36,987

(45.8)%

Total commercial

288,035

314,188

(8.3)%

367,182

(21.6)%

Commercial real estate non-owner occupied

552,359

570,062

(3.1)%

688,620

(19.8)%

Residential real estate

242,036

282,026

(14.2)%

331,510

(27.0)%

Consumer

305

355

(14.1)%

1,764

(82.7)%

Total acquired

1,082,735

1,166,631

(7.2)%

1,389,076

(22.1)%

Total loans

$

7,433,356

$

7,429,501

0.1%

$

7,751,143

(4.1)%

Loan Fundings(1)

Fourth quarter

Third quarter

Second quarter

First quarter

Fourth quarter

2025

2025

2025

2025

2024

Commercial:

Commercial and industrial

$

237,813

$

159,250

$

133,402

$

108,594

$

146,600

Municipal and non-profit

119,918

81,418

34,393

12,506

49,175

Owner occupied commercial real estate

 

66,798

 

42,362

 

47,233

 

37,762

 

117,850

Food and agribusiness

 

4,437

 

5,015

 

4,576

 

1,338

 

15,796

Total commercial

428,966

288,045

219,604

160,200

329,421

Commercial real estate non-owner occupied

 

96,482

 

81,136

 

56,770

 

65,254

 

119,132

Residential real estate

 

64,161

 

49,877

 

44,470

 

29,300

 

30,750

Consumer

 

1,399

 

2,142

 

1,823

 

970

 

726

Total

$

591,008

$

421,200

$

322,667

$

255,724

$

480,029

                                                      

(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 $95,774, ($1,591), $15,490, $21,752 and $64,375 for the periods noted in the table above, respectively.

10


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

December 31, 2025

September 30, 2025

December 31, 2024

Average

  ​ ​ ​

  ​ ​ ​

Average

  ​ ​ ​

Average

  ​ ​ ​

  ​ ​ ​

Average

  ​ ​ ​

Average

  ​ ​ ​

  ​ ​ ​

Average

balance

Interest

rate

balance

Interest

rate

balance

Interest

rate

Interest earning assets:

Originated loans FTE(1)(2)

$

6,231,548

$

98,545

6.27%

$

6,213,268

$

103,600

6.62%

$

6,368,697

$

107,400

6.71%

Acquired loans

 

1,128,992

 

17,227

6.05%

 

1,183,171

 

18,151

6.09%

 

1,425,344

22,253

6.21%

Loans held for sale

21,166

335

6.28%

21,964

366

6.61%

20,196

320

6.30%

Investment securities available-for-sale

 

640,239

 

4,281

2.67%

 

693,173

 

4,679

2.70%

 

735,977

3,196

1.74%

Investment securities held-to-maturity

 

673,344

 

4,909

2.92%

 

705,927

 

5,313

3.01%

 

537,970

3,887

2.89%

Other securities

 

31,110

 

368

4.73%

 

32,461

 

409

5.04%

 

29,256

434

5.93%

Interest earning deposits

 

272,509

 

2,747

4.00%

 

149,867

 

1,705

4.51%

 

60,400

470

3.10%

Total interest earning assets FTE(2)

$

8,998,908

$

128,412

5.66%

$

8,999,831

$

134,223

5.92%

$

9,177,840

$

137,960

5.98%

Cash and due from banks

$

76,466

$

78,598

$

81,371

Other assets

 

809,541

 

806,872

 

793,734

Allowance for credit losses

 

(87,862)

 

(88,787)

 

(95,750)

Total assets

$

9,797,053

$

9,796,514

$

9,957,195

Interest bearing liabilities:

Interest bearing demand, savings and money market deposits

$

4,848,541

$

29,156

2.39%

$

4,929,785

$

33,095

2.66%

$

5,087,799

$

35,443

2.77%

Time deposits

 

1,154,614

 

10,272

3.53%

 

1,111,958

 

9,791

3.49%

 

1,034,560

9,169

3.53%

Federal Home Loan Bank advances

 

217

 

2

3.66%

 

33,682

 

391

4.61%

 

18,374

5

0.11%

Other borrowings(3)

 

29,602

 

200

2.68%

 

34,429

 

242

2.79%

 

54,464

518

3.78%

Long-term debt

54,720

518

3.76%

54,471

 

519

3.78%

66,428

820

4.91%

Total interest bearing liabilities

$

6,087,694

$

40,148

2.62%

$

6,164,325

$

44,038

2.83%

$

6,261,625

$

45,955

2.92%

Demand deposits

$

2,151,701

$

2,150,330

$

2,249,614

Other liabilities

 

165,095

 

116,548

 

141,327

Total liabilities

 

8,404,490

 

8,431,203

 

8,652,566

Shareholders' equity

 

1,392,563

 

1,365,311

 

1,304,629

Total liabilities and shareholders' equity

$

9,797,053

$

9,796,514

$

9,957,195

Net interest income FTE(2)

$

88,264

$

90,185

$

92,005

Interest rate spread FTE(2)

3.04%

3.09%

3.06%

Net interest earning assets

$

2,911,214

$

2,835,506

$

2,916,215

Net interest margin FTE(2)

3.89%

3.98%

3.99%

Average transaction deposits

$

7,000,242

$

7,080,115

$

7,337,413

Average total deposits

8,154,856

8,192,073

8,371,973

Ratio of average interest earning assets to average interest bearing liabilities

147.82%

146.00%

146.57%

                                                      

(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 $2,059, $1,985 and $1,874 for the three months ended December 31, 2025, September 30, 2025 and December 31, 2024, 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

Summary of Net Interest Margin

(Dollars in thousands)

For the year ended December 31, 2025

For the year ended December 31, 2024

Average

  ​

  ​ ​ ​

  ​

Average

Average

  ​

  ​ ​ ​

  ​

Average

balance

Interest

rate

balance

Interest

rate

Interest earning assets:

Originated loans FTE(1)(2)

$

6,267,041

$

406,765

6.49%

$

6,186,075

$

418,512

6.77%

Acquired loans

 

1,230,962

 

74,323

6.04%

 

1,516,032

 

92,666

6.11%

Loans held for sale

21,007

1,404

6.68%

16,801

1,182

7.04%

Investment securities available-for-sale

 

687,511

 

18,238

2.65%

 

770,023

 

17,532

2.28%

Investment securities held-to-maturity

 

682,270

 

19,515

2.86%

 

557,438

 

11,164

2.00%

Other securities

 

31,381

 

1,723

5.49%

 

28,893

 

1,832

6.34%

Interest earning deposits

 

132,717

 

5,672

4.27%

 

78,756

 

2,474

3.14%

Total interest earning assets FTE(2)

$

9,052,889

$

527,640

5.83%

$

9,154,018

$

545,362

5.96%

Cash and due from banks

$

77,858

$

92,705

Other assets

 

805,056

 

774,859

Allowance for credit losses

 

(90,582)

 

(96,931)

Total assets

$

9,845,221

$

9,924,651

Interest bearing liabilities:

Interest bearing demand, savings and money market deposits

$

4,947,336

$

127,520

2.58%

$

5,070,271

$

151,683

2.99%

Time deposits

 

1,091,641

 

37,906

3.47%

 

1,019,978

34,509

3.38%

Federal Home Loan Bank advances

 

58,320

 

2,668

4.57%

 

17,973

21

0.12%

Other borrowings(3)

 

38,833

 

1,102

2.84%

 

54,346

2,073

3.81%

Long-term debt

54,576

 

2,073

3.80%

 

84,013

4,594

5.47%

Total interest bearing liabilities

$

6,190,706

$

171,269

2.77%

$

6,246,581

$

192,880

3.09%

Demand deposits

$

2,162,898

$

2,252,887

Other liabilities

 

134,766

 

162,797

Total liabilities

 

8,488,370

 

8,662,265

Shareholders' equity

 

1,356,851

 

1,262,386

Total liabilities and shareholders' equity

$

9,845,221

$

9,924,651

Net interest income FTE(2)

$

356,371

$

352,482

Interest rate spread FTE(2)

3.06%

2.87%

Net interest earning assets

$

2,862,183

$

2,907,437

Net interest margin FTE(2)

3.94%

3.85%

Average transaction deposits

$

7,110,234

$

7,323,158

Average total deposits

8,201,875

8,343,136

Ratio of average interest earning assets to average interest bearing liabilities

146.23%

146.54%

                                                      

(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 $7,866 and $7,094 for the years ended December 31, 2025 and December 31, 2024, respectively.

(3)

  ​ ​ ​

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

12


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

December 31, 2025

September 30, 2025

December 31, 2024

Beginning allowance for credit losses

$

88,280

$

88,893

$

95,047

Charge-offs

 

(10,435)

 

(1,617)

(2,391)

Recoveries

470

2,504

175

Provision expense (release) for credit losses

 

9,100

 

(1,500)

 

1,624

Ending allowance for credit losses ("ACL")

$

87,415

$

88,280

$

94,455

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

0.54%

(0.05)%

0.11%

Ratio of ACL to total loans outstanding at period end

1.18%

1.19%

1.22%

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

350.90%

330.45%

262.42%

Total loans

$

7,433,356

$

7,429,501

$

7,751,143

Average total loans during the period

7,343,580

7,376,685

7,772,712

Total non-performing loans

24,912

26,715

35,994

Past Due and Non-accrual Loans

December 31, 2025

September 30, 2025

December 31, 2024

Loans 30-89 days past due and still accruing interest

$

11,961

$

14,288

$

23,164

Loans 90 days past due and still accruing interest

 

15,417

 

12,120

 

14,940

Non-accrual loans

 

24,912

 

26,715

 

35,994

Total past due and non-accrual loans

$

52,290

$

53,123

$

74,098

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

0.54%

0.52%

0.66%

Asset Quality Data

December 31, 2025

September 30, 2025

December 31, 2024

Non-performing loans

$

24,912

$

26,715

$

35,994

OREO

 

1,674

 

658

 

662

Total non-performing assets

$

26,586

$

27,373

$

36,656

Total non-performing loans to total loans

0.34%

0.36%

0.46%

Total non-performing assets to total loans and OREO

0.36%

0.37%

0.47%

13


NATIONAL BANK HOLDINGS CORPORATION

Key Metrics(1)

As of and for the three months ended

As of and for the years ended

December 31, 

September 30, 

December 31, 

December 31, 

December 31, 

2025

2025

2024

2025

2024

Return on average assets

0.65%

1.43%

1.13%

1.11%

1.20%

Return on average tangible assets(2)

0.73%

1.54%

1.23%

1.22%

1.30%

Return on average tangible assets, adjusted(2)

1.02%

1.60%

1.44%

1.30%

1.36%

Return on average equity

4.57%

10.25%

8.59%

8.08%

9.41%

Return on average tangible common equity(2)

6.58%

14.21%

12.31%

11.36%

13.65%

Return on average tangible common equity, adjusted(2)

9.10%

14.72%

14.40%

12.15%

14.20%

Loan to deposit ratio (end of period)

89.64%

87.70%

94.09%

89.64%

94.09%

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

26.58%

26.62%

26.87%

26.58%

26.87%

Net interest margin(3)

3.80%

3.89%

3.91%

3.85%

3.77%

Net interest margin FTE(3)(4)

3.89%

3.98%

3.99%

3.94%

3.85%

Interest rate spread FTE(4)(5)

3.04%

3.09%

3.06%

3.06%

2.87%

Yield on earning assets(6)

5.57%

5.83%

5.90%

5.74%

5.88%

Yield on earning assets FTE(4)(6)

5.66%

5.92%

5.98%

5.83%

5.96%

Cost of funds

1.93%

2.10%

2.15%

2.05%

2.27%

Cost of deposits

1.92%

2.08%

2.12%

2.02%

2.23%

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

14.05%

18.66%

10.78%

15.94%

14.80%

Efficiency ratio

71.99%

61.76%

63.75%

63.61%

62.62%

Efficiency ratio excluding other intangible assets amortization FTE, adjusted(2)(4)

61.38%

57.32%

57.03%

58.43%

58.69%

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

30,249

43,630

38,578

159,295

159,096

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

39,009

45,374

45,160

169,799

165,678

Total Loans Asset Quality Data(8)(9)

Non-performing loans to total loans

0.34%

0.36%

0.46%

0.34%

0.46%

Non-performing assets to total loans and OREO

0.36%

0.37%

0.47%

0.36%

0.47%

Allowance for credit losses to total loans

1.18%

1.19%

1.22%

1.18%

1.22%

Allowance for credit losses to non-performing loans

350.90%

330.45%

262.42%

350.90%

262.42%

Net charge-offs (recoveries) to average loans

0.54%

(0.05)%

0.11%

0.34%

0.13%

                                                      

(1)

  ​ ​ ​

Ratios are annualized.

(2)

  ​ ​ ​

Ratio represents non-GAAP financial measure. See “Non-GAAP Financial Measures and Reconciliations” starting on page 15.

(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 $2,059, $1,985 and $1,874 for the three months ended December 31, 2025, September 30, 2025 and December 31, 2024, respectively. For the years ended December 31, 2025 and December 31, 2024, the tax equivalent adjustments included above are $7,866 and $7,094, 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.

14


NATIONAL BANK HOLDINGS CORPORATION

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS

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

Tangible Common Book Value Ratios

December 31, 2025

September 30, 2025

  ​ ​ ​

December 31, 2024

Total shareholders' equity

$

1,385,114

$

1,374,929

$

1,305,075

Less: goodwill and other intangible assets, net

 

(348,961)

 

(350,907)

 

(356,777)

Add: deferred tax liability related to goodwill

 

13,947

 

13,844

 

13,535

Tangible common equity (non-GAAP)

$

1,050,100

$

1,037,866

$

961,833

Total assets

$

9,883,518

$

10,152,686

$

9,807,693

Less: goodwill and other intangible assets, net

 

(348,961)

 

(350,907)

 

(356,777)

Add: deferred tax liability related to goodwill

 

13,947

 

13,844

 

13,535

Tangible assets (non-GAAP)

$

9,548,504

$

9,815,623

$

9,464,451

Tangible common equity to tangible assets calculations:

Total shareholders' equity to total assets

14.01%

13.54%

13.31%

Less: impact of goodwill and other intangible assets, net

(3.01)%

(2.97)%

(3.15)%

Tangible common equity to tangible assets (non-GAAP)

11.00%

10.57%

10.16%

Tangible common book value per share calculations:

Tangible common equity (non-GAAP)

$

1,050,100

$

1,037,866

$

961,833

Divided by: ending shares outstanding

 

37,772,516

 

37,815,589

 

38,054,482

Tangible common book value per share (non-GAAP)

$

27.80

$

27.45

$

25.28

15


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 years ended

December 31, 

  ​ ​ ​

September 30, 

  ​ ​ ​

December 31, 

  ​ ​ ​

December 31, 

  ​ ​ ​

December 31, 

2025

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2025

  ​ ​ ​

2024

Net income

$

16,036

$

35,285

$

28,184

$

109,574

$

118,815

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

 

6,712

 

1,336

 

5,048

 

8,048

 

5,048

Net income adjusted for acquisition-related expenses and loss on security sales, after tax (non-GAAP)(1)

$

22,748

$

36,621

$

33,232

$

117,622

$

123,863

Net income

$

16,036

$

35,285

$

28,184

$

109,574

$

118,815

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

 

1,491

 

1,491

 

1,516

 

5,989

 

6,089

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

$

17,527

$

36,776

$

29,700

$

115,563

$

124,904

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

$

17,527

$

36,776

$

29,700

$

115,563

$

124,904

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

6,712

1,336

5,048

8,048

5,048

Net income excluding the impact of other intangible assets amortization expense, adjusted for acquisition-related expenses and loss on security sales, after tax (non-GAAP)(1)

$

24,239

$

38,112

$

34,748

$

123,611

$

129,952

Average assets

$

9,797,053

$

9,796,514

$

9,957,195

$

9,845,221

$

9,924,651

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

 

(336,252)

 

(338,294)

 

(344,417)

 

(339,152)

 

(347,388)

Average tangible assets (non-GAAP)

$

9,460,801

$

9,458,220

$

9,612,778

$

9,506,069

$

9,577,263

Average shareholders' equity

$

1,392,563

$

1,365,311

$

1,304,629

$

1,356,851

$

1,262,386

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

 

(336,252)

 

(338,294)

 

(344,417)

 

(339,152)

 

(347,388)

Average tangible common equity (non-GAAP)

$

1,056,311

$

1,027,017

$

960,212

$

1,017,699

$

914,998

Return on average assets

0.65%

1.43%

1.13%

1.11%

1.20%

Return on average assets, adjusted (non-GAAP)

0.92%

1.48%

1.33%

1.19%

1.25%

Return on average tangible assets (non-GAAP)

0.73%

1.54%

1.23%

1.22%

1.30%

Return on average tangible assets, adjusted (non-GAAP)(1)

1.02%

1.60%

1.44%

1.30%

1.36%

Return on average equity

4.57%

10.25%

8.59%

8.08%

9.41%

Return on average equity, adjusted (non-GAAP)

6.48%

10.64%

10.13%

8.67%

9.81%

Return on average tangible common equity (non-GAAP)

6.58%

14.21%

12.31%

11.36%

13.65%

Return on average tangible common equity, adjusted (non-GAAP)(1)

9.10%

14.72%

14.40%

12.15%

14.20%

(1) Adjustments:

Non-interest income adjustments:

Loss on security sales (non-GAAP)

$

3,348

$

$

6,582

$

3,348

$

6,582

Non-interest expense adjustments:

Acquisition-related expenses (non-GAAP)

5,412

1,744

7,156

Total adjustments before tax (non-GAAP)

8,760

1,744

6,582

10,504

6,582

Tax benefit impact

 

(2,048)

(408)

(1,534)

(2,456)

(1,534)

Total adjustments, after tax (non-GAAP)

$

6,712

$

1,336

$

5,048

$

8,048

$

5,048

16


Efficiency Ratio and Pre-Provision Net Revenue

As of and for the three months ended

As of and for the years ended

  ​ ​ ​

December 31, 

  ​ ​ ​

September 30, 

  ​ ​ ​

December 31, 

  ​ ​ ​

December 31, 

  ​ ​ ​

December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2025

  ​ ​ ​

2024

Net interest income FTE(1)

$

88,264

$

90,185

$

92,005

$

356,371

$

352,482

Non-interest income

$

14,433

$

20,691

$

11,119

$

67,566

$

61,231

Add: loss on security sales (non-GAAP)

3,348

6,582

3,348

6,582

Non-interest income adjusted for loss on security sales (non-GAAP)

$

17,781

$

20,691

$

17,701

$

70,914

$

67,813

Non-interest expense

$

72,448

$

67,246

$

64,546

$

264,642

$

254,617

Less: other intangible assets amortization (non-GAAP)

(1,946)

 

(1,946)

 

(1,977)

 

(7,817)

 

(7,939)

Less: acquisition-related expenses (non-GAAP)

(5,412)

(1,744)

(7,156)

Non-interest expense excluding other intangible assets amortization, adjusted for acquisition-related expenses (non-GAAP)

$

65,090

$

63,556

$

62,569

$

249,669

$

246,678

Efficiency ratio FTE(1)

70.55%

60.65%

62.59%

62.42%

61.54%

Efficiency ratio excluding other intangible assets amortization, adjusted for acquisition-related expenses and loss on security sales FTE (non-GAAP)(1)

61.38%

57.32%

57.03%

58.43%

58.69%

Net income

$

16,036

$

35,285

$

28,184

$

109,574

$

118,815

Add: income tax expense

3,054

7,860

6,541

24,055

26,432

Add: provision expense (release) for credit losses

9,100

(1,500)

1,979

17,800

6,755

Add: impact of taxable equivalent adjustment

2,059

1,985

1,874

7,866

7,094

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

$

30,249

$

43,630

$

38,578

$

159,295

$

159,096

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

$

30,249

$

43,630

$

38,578

$

159,295

$

159,096

Add: loss on security sales (non-GAAP)

3,348

6,582

3,348

6,582

Add: acquisition-related expenses (non-GAAP)

5,412

1,744

7,156

Pre-provision net revenue, adjusted for acquisition-related expenses and loss on security sales FTE (non-GAAP)(1)

$

39,009

$

45,374

$

45,160

$

169,799

$

165,678

                                                      

(1)

Presented on a fully taxable equivalent basis using the statutory tax rate of 21%. The tax equivalent adjustments included above are $2,059, $1,985 and $1,874 for the three months ended December 31, 2025, September 30, 2025 and December 31, 2024, respectively. For the years ended December 31, 2025 and December 31, 2024, the tax equivalent adjustments included above are $7,866 and $7,094, respectively.

Adjusted Net Income and Adjusted Earnings Per Share

As of and for the three months ended

As of and for the years ended

  ​ ​ ​

December 31, 

  ​ ​ ​

September 30, 

  ​ ​ ​

December 31, 

  ​ ​ ​

December 31, 

  ​ ​ ​

December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2025

  ​ ​ ​

2024

Adjustments to net income:

Net income

$

16,036

$

35,285

$

28,184

$

109,574

$

118,815

Add: acquisition-related adjustments, after tax (non-GAAP)

4,147

1,336

5,483

Add: loss on security sales, after tax (non-GAAP)

2,565

5,048

2,565

5,048

Adjusted net income (non-GAAP)

$

22,748

$

36,621

$

33,232

$

117,622

$

123,863

Adjustments to earnings per share:

Earnings per share diluted

$

0.42

$

0.92

$

0.73

$

2.85

$

3.08

Add: acquisition-related adjustments, after tax (non-GAAP)

0.11

0.04

0.14

Add: adjustment for the loss on security sales, after tax (non-GAAP)

0.07

0.13

0.07

0.14

Adjusted earnings per share - diluted (non-GAAP)

$

0.60

$

0.96

$

0.86

$

3.06

$

3.22

17