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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): December 18, 2024

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 8.01. Other Events.

On December 18, 2024, the Company issued a press release announcing that it sold approximately $130 million in available-for-sale (“AFS”) securities as part of a proactive balance sheet maximization strategy designed to drive future earnings. The securities sold represented approximately 20% of the Company’s AFS portfolio and resulted in an after-tax loss of approximately $5 million that will be recorded in the fourth quarter of 2024. Proceeds from the sale will be redeployed over time into higher yielding securities.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.

Description of Exhibit

99.1

Press Release, dated December 18, 2024.

104

Cover Page Interactive Data File - The cover page XBRL tags are embedded within the inline XBRL document.

SIGNATURE

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 & General Counsel

Date: December 18, 2024

Exhibit 99.1

Graphic

National Bank Holdings Corporation Announces

Balance Sheet Repositioning

Company Release – December 18, 2024

DENVER, Colo. -- (Globe Newswire) -- National Bank Holdings Corporation (NYSE: NBHC, or the “Company”) announced today that it sold approximately $130 million of available-for-sale (“AFS”) investment securities on the open market. The securities sale is part of the Company’s strategy to proactively maximize the balance sheet with the goal of driving future earnings. The securities sold represented approximately 20% of the Company’s AFS portfolio and resulted in an after-tax loss of approximately $5 million that will be recorded in the fourth quarter of 2024. Proceeds from the sale will be redeployed over time into higher yielding securities.

“Through our solid capital position, we are able to effectively manage our balance sheet while enhancing future earnings growth for our shareholders,” said Chairman and CEO, Tim Laney.

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, Utah, Wyoming, Texas, New Mexico and Idaho. Its comprehensive residential mortgage banking group primarily serves the bank’s core footprint. Its trust 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 Utah, Texas, New Mexico and Idaho, Hillcrest Bank and Hillcrest Bank Mortgage; 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, or nbhbank.com. Or connect with any of our brands on LinkedIn.


Contact:

Analysts/Institutional Investors:

Emily Gooden, 720-554-6640

Chief Accounting Officer and Investor Relations Director

ir@nationalbankholdings.com

Nicole Van Denabeele, 720-554-6640

Chief Financial Officer

ir@nationalbankholdings.com


Media:

Jody Soper, 303-784-5925

Chief Marketing Officer

Jody.Soper@nbhbank.com

Source: National Bank Holdings Corporation


v3.24.4
Document and Entity Information
Dec. 18, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Dec. 18, 2024
Entity Registrant Name NATIONAL BANK HOLDINGS CORP
Entity Incorporation, State or Country Code DE
Entity File Number 001-35654
Entity Tax Identification Number 27-0563799
Entity Address, Address Line One 7800 East Orchard Road
Entity Address, Adress Line Two Suite 300
Entity Address, City or Town Greenwood Village
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80111
City Area Code 303
Local Phone Number 892-8715
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, Par Value $0.01
Trading Symbol NBHC
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001475841
Amendment Flag false

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