NBHC National Bank Holdings Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

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

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Table of Contents

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General Information

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This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board of Directors” or the “Board”) of National Bank Holdings Corporation, a Delaware corporation (the “Company”, “NBHC”, “we”, “us” or “our”), to be used during our 2025 Annual Meeting of Shareholders (the “Meeting”) and at any postponements or adjournments thereof. The Meeting will be held at the offices of Community Banks Mortgage, a division of NBH Bank located at 7800 E. Orchard Road, Suite 100, Greenwood Village, Colorado 80111 at 8:30 a.m. Mountain Time on Wednesday, April 30, 2025.

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In this proxy statement, we refer to our employees as “associates.” In this proxy statement, we also refer to the Notice of Annual Meeting of Shareholders, this proxy statement, our 2024 Annual Report to Shareholders and the accompanying proxy as our “Proxy Materials.”

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Holders of record of shares of Class A common stock at the close of business on March 10, 2025 (the record date) are entitled to notice of, and to vote at, the Meeting. As of such date, there were 38,094,105 shares of Class A common stock outstanding and entitled to vote. In addition, as of such date, there were 289,792 shares of unvested restricted stock (Class A common stock) entitled to vote. Each share of our Class A common stock is entitled to one vote on all matters (in the case of Proposal 1, with respect to the election of each director).

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Please read the Proxy Materials carefully. You should consider the information contained in this proxy statement when deciding how to vote your shares. You have a choice of voting by proxy over the Internet, by using a toll-free telephone number or by completing a proxy card and mailing it in the postage-paid envelope provided. If your shares are held in the name of a bank, broker or other holder of record, please refer to your proxy card or the voting information provided by your bank, broker or other holder of record to see which voting options are available to you. Voting via the Internet, by telephone or by mail will not prevent you from voting your shares during the Meeting. However, if you hold shares through a bank, broker or other holder of record, you must obtain a proxy, executed in your favor, from the holder of record to be able to vote during the Meeting. Otherwise, your shares will be voted in the manner in which you instructed the record holder of your shares.

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When you vote by proxy, your shares will be voted according to your instructions. If you are a shareholder of record, you may revoke your proxy at any time prior to the close of the polls during the Meeting by submitting a later dated proxy or delivering a written notice of revocation to our Secretary, Angela Petrucci, at National Bank Holdings Corporation, 7800 E. Orchard Road, Suite 300, Greenwood Village, CO 80111. If you hold shares through a bank, broker or other holder of record, you must contact the holder of record to revoke any prior voting instructions.

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We pay the cost of soliciting proxies. Members of our Board and our associates may solicit proxies by mail, telephone, fax, email or electronically. We will not pay directors or our associates any extra amounts for soliciting proxies. We may, upon request, reimburse brokerage firms, banks or similar nominees representing street name holders for their expenses in forwarding Proxy Materials to their customers who are street name holders and obtaining their voting instructions.

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

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Our principal executive offices are located at 7800 E. Orchard Road, Suite 300, Greenwood Village, CO 80111.

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Vote Required for Approval

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The presence, by proxy or at the meeting, of the holders of a majority of the outstanding shares of our Class A common stock entitled to vote during the Meeting shall constitute a quorum. Withheld votes, abstentions and broker “non-votes” (shares held by a broker or nominee that has not received voting instructions from its client and does not have discretionary authority to vote on a particular matter) are counted as present for purposes of establishing a quorum. If you are a beneficial shareholder and your broker holds your shares in its name, the rules of the New York Stock Exchange (“NYSE”) permit your broker to vote your shares on the ratification of the appointment of our independent registered certified public accounting firm (Proposal 2), even if the broker does not receive voting instructions from you. However, under the NYSE rules, your broker cannot vote your shares on the other proposals if you do not timely provide instructions for voting your shares.

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For Proposal 1 (election of directors), the nine nominees for director receiving a plurality of the votes cast during the Meeting in person or by proxy will be elected. This means that the director nominee with the most votes for a particular slot is elected for that slot. Only votes “for” affect the outcome. Withheld votes and broker “non-votes” will have no effect on the voting results for this proposal.

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Proposal 2 (ratification of the appointment of our independent registered public accounting firm) will be passed if a majority of the shares of our Class A common stock present during the Meeting and entitled to vote cast their votes “for” this proposal. Abstentions will be counted as votes present and entitled to vote and will have the same effect as votes “against” this proposal. No broker “non-votes” are expected to exist in connection with this proposal.

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Proposal 3 (the advisory proposal on the compensation of our named executive officers) will be approved if a majority of the shares of our Class A common stock present during the Meeting and entitled to vote cast their votes “for” this proposal. Abstentions will be counted as votes present and entitled to vote and will have the same effect as votes “against” this proposal. Broker “non-votes” are not considered to be entitled to vote and therefore will have no effect on the voting results for this proposal. The advisory vote on executive compensation (Proposal 3) is non-binding. Our Board and our Compensation Committee, however, will review the results of the vote and, consistent with our commitment to shareholder engagement, will take it into account in making a determination concerning the advisory vote on executive compensation.

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Approval of any other business that may properly come before the Meeting will require the affirmative vote of a majority of the shares present or represented by proxy during the Meeting and entitled to vote thereon.

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Voting for Registered and Beneficial Shareholders

You may vote your shares during the Annual Meeting or by proxy. There are three ways to vote by proxy:

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Via Internet: You may vote your shares over the internet by going to www.proxyvote.com. You will need to enter your 16-digit control number (found at the top right hand side of the form of proxy or voting instruction form that you received in the mail) to identify yourself as a shareholder on the voting website.

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By Telephone: Vote by telephone by calling 1-800-690-6903. You will need to enter your 16-digit control number (found at the top right hand side of the form of proxy or voting instruction form that you received in the mail) to identify yourself as a shareholder.

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By Mail: Mark, sign and date your proxy card and return it in the postage paid envelope we have provided or return it to Vote Processing c/o Broadridge, 51 Mercedes Way, Edgewood, NY, 11717.

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Your voting instructions must be received by the proxy voting deadline which is Tuesday, April 29, 2025. The internet (other than during the meeting) and telephone voting facilities will close at 11:59 p.m. Eastern Time on April 29, 2025.

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Even if you plan to attend the Annual Meeting, we encourage you to vote your shares by proxy using one of the methods described above. Shareholders of record who attend the meeting may vote their shares online, even though they have sent in proxies.

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

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Stock Ownership of Certain Beneficial Owners and Management

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The following table sets forth, as of March 10, 2025, information regarding the beneficial ownership of our Class A common stock by (i) each person known by us to own beneficially more than five percent of the shares of our Class A common stock (our only class of voting securities outstanding); (ii) each of our Chief Executive Officer (“CEO”), President, Chief Financial Officer (“CFO”), and the three other highest paid executive officers for 2024 (those six executive officers are listed in the table captioned “Summary Compensation Table” elsewhere in this proxy statement and are collectively referred to as the “Named Executive Officers” or “NEOs”); (iii) each director; and (iv) all current directors and executive officers as a group.

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We have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission (“SEC”). Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the tables below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws. We have based our calculation of the percentage of beneficial ownership on 38,383,897 shares, which number is comprised of 38,094,105 shares of Class A common stock outstanding and 289,792 shares of unvested restricted stock (which shares of restricted stock are entitled to voting rights), in each case as of March 10, 2025.

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In computing the number of shares of Class A common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of Class A common stock subject to options held by that person that are currently exercisable or exercisable within sixty days of March 10, 2025. We, however, did not deem these shares outstanding for the purpose of computing the percentage ownership of any other person. Beneficial ownership representing less than 1% is denoted with an asterisk (*).

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Proposal 1 - Election of Directors

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Size and Composition of Board. The Board currently stands at nine members. The current members of the Board are G. Timothy Laney (Chairman), Ralph W. Clermont (independent Lead Director), Robert E. Dean, Robin Doyle, Alka Gupta, Fred J. Joseph, Patrick Sobers, Micho F. Spring, and Art Zeile.

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Nominees. Upon the recommendation of the Nominating & Governance Committee, the Board has nominated the persons named below for reelection to the Board. With the exception of Mr. Laney, who serves as our Chairman and CEO, the Board has determined that each of these nominees is an independent director, as discussed further below under “Director Independence.”

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

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

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Governance

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

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

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

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Board and Committee Meetings; Annual Meeting Attendance

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

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The Board held five meetings during 2024 and each director attended at least 75% of the total number of meetings of the Board and committees on which he or she served. The Board and each standing committee regularly meet in executive session. During 2024, the Board met in executive sessions without the CEO and other members of management present four times. During 2024, the independent Lead Director chaired each of the executive sessions of the Board, and the chairs of each committee chaired the executive sessions of the committees.

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All directors are expected to attend each annual meeting of shareholders of the Company. In 2024, all directors attended the Company’s annual meeting of shareholders.

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Committees of the Board

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The Board has established three standing committees: Audit & Risk Committee, Compensation Committee and Nominating & Governance Committee. The Board’s committees act on behalf of the Board and report on their activities to the entire Board. The Board appoints the members and chair of each committee based on the recommendation of the Nominating & Governance Committee. In 2023, the Audit & Risk Committee appointed a sub-committee to oversee Emerging Technologies.

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

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

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

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Audit & Risk Committee

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

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

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The Audit & Risk Committee meets as often as necessary to carry out its responsibilities, but no less than quarterly. In 2024, the Audit & Risk Committee met four times.

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Compensation Committee

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

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

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Membership and Meetings. Under its charter, the Compensation Committee must have a minimum of three members, all of which must meet the definition of a “non-employee director” under Rule 16b-3 of the Securities Exchange Act of 1934 (the “Exchange Act”). All Compensation Committee members must be independent under NYSE rules. The Board has determined that each current Compensation Committee member meets these qualifications, as further discussed below under “Director Independence.” The Compensation Committee meets as often as necessary to carry out its responsibilities, but no less than quarterly. In 2024, the Compensation Committee met four times.

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Nominating & Governance Committee

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

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

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Membership and Meetings. Under its charter, the Nominating & Governance Committee must have a minimum of three members, each of whom must be independent under NYSE rules. The Board has determined that each member meets this standard, as discussed below under “Director Independence.” The Nominating & Governance Committee meets as often as necessary to carry out its responsibilities, but no less than quarterly. In 2024, the Nominating & Governance Committee met four times.

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Director Nomination Process, Director Qualifications and Skills

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Director Selection Process and Qualifications. The Nominating & Governance Committee is responsible for identifying and reviewing the qualifications and skills of Board candidates and for recommending candidates for membership on our Board of Directors. The Board has continually sought directors with backgrounds and skills important to the priorities of the Company, which continue to change in connection with our strategic objectives, including our digital strategy. Significant banking experience and skills were added when Mr. Joseph joined our Board in 2014 with deep banking and securities regulatory experience, and when Mr. Sobers brought his 30+ years of banking experience to the Board in 2021. We added high-level technology and cybersecurity expertise in 2016 with the addition of Mr. Zeile and, in 2021, Ms. Gupta joined our Board with deep experience in digital transformation and digital payment systems. Most recently, Ms. Doyle added significant experience in accounting, risk management and regulatory affairs when she joined the Board in 2024. Further, she qualifies as an “audit committee financial expert” as defined by SEC regulations. The breadth and experience of this Board is reflected in the Board Skills Matrix chart below.

Director Appointments. The Nominating & Governance Committee considers experience, skills, age and diversity in its assessment of potential nominees for Board membership, pursuant to our Governance Guidelines. Since mid-2021, we have added three new Board members with important experience and skillsets, as discussed above. These have included Patrick Sobers (August 2021), Alka Gupta (November 2021) and Robin Doyle (March 2024). These additions have changed our board mix of experience and reduced the average age and tenure of our directors.

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Shareholder Nominations. Shareholders are welcome to recommend candidates for membership on the Board. The Nominating & Governance Committee, in accordance with its charter, will evaluate candidates in the same manner that it evaluates other potential nominees. Our Bylaws require timely notice of shareholder nominations to our Secretary, as further discussed in the section “2026 Annual Meeting of Shareholders - Shareholder Proposals” elsewhere in this proxy statement. In order to make a nomination, a shareholder must be a shareholder at the time the Company gives notice of its annual meeting and at the time of the annual meeting, must be entitled to vote at the annual meeting, and must comply with the procedures of our Bylaws. The Bylaws require certain information regarding shareholders who wish to nominate candidates for Board membership. This includes (i) the name and address of such shareholder, as they appear on the Company’s books, of such beneficial owner, if any, and of their respective affiliates or associates or others acting in concert therewith (collectively, the “Nominating Party”), (ii) information regarding the shares owned by the Nominating Party, (iii) information regarding derivative and other instruments regarding the Company’s

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stock that the Nominating Party owns, (iv) contracts, arrangements, understandings or relationships the Nominating Party has entered into concerning the Company’s stock and (v) other information relating to the Nominating Party that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. For a complete description of the requirements and procedures for shareholder nominations, please refer to our Bylaws.

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Compensation Committee Interlocks and Insider Participation

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During 2024, Messrs. Zeile, Clermont, and Dean and Ms. Gupta served as members of our Compensation Committee. None of them has at any time been an officer or associate of the Company, and none has had any relationship with the Company of the type that is required to be disclosed under Item 404 of Regulation S-K. None of our executive officers serves or has served as a member of the Board of Directors, Compensation Committee or other board committee performing equivalent functions of another entity that has one or more executive officers serving as a member of our Board of Directors or Compensation Committee.

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Director Independence

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

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In February 2025, the Board, with the assistance of the Nominating & Governance Committee, undertook its annual review of director independence. In connection with this review, the Board evaluated banking, commercial, business, investment, legal, charitable, consulting, familial or other relationships with each director, and us and our affiliates. As a result of this review, the Board affirmatively determined that all of the directors are independent of the Company and its management under the corporate governance standards of the NYSE, including applicable SEC rules, with the exception of Mr. Laney because of his employment as an executive of the Company.

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Board Leadership Structure

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The Board is responsible for overseeing the exercise of corporate power and seeing that our business and affairs are managed to meet our stated goals and objectives and that the long-term interests of our shareholders are served. The Company currently does not have a fixed policy with respect to whether the same person may serve as both the Chairman of the Board and the Chief Executive Officer. The Board believes that it is in the best interests of the Company for the Board, in consultation with the Nominating & Governance Committee, to make this determination from time to time. Pursuant to the Company’s Governance Guidelines, when the position of Chairman of the Board is not held by an independent director, the independent directors shall appoint an independent director to serve as the independent Lead Director.

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In 2014, the Board elected our Chief Executive Officer, Tim Laney, to serve as Chairman of the Board, and Mr. Clermont was appointed to serve as the Independent Lead Director by the independent directors. The Board concluded, based upon the Company’s size and history and its years of experience with Mr. Laney as Chief Executive Officer and as a fellow director, that a combined Chairman/CEO role for Mr. Laney and an independent Lead Director with a strong role and defined authorities is the better corporate governance structure for the Company. The Board considered Mr. Laney’s strong leadership roles with the Company’s shareholders and other stakeholders and with ongoing strategic planning, among other factors, and Mr. Clermont’s demonstrated ability to work with the Company’s senior management and provide leadership on Board and committee issues. The Board has been very pleased with its eleven years of experience under this board leadership structure, which has enhanced Board communication and strategic planning.

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The Board believes that both the duties of the independent Lead Director under the Company’s Governance Guidelines and the Board’s practice of regular meetings of, and communications between, directors in executive session without management are important parts of the Company’s corporate governance

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safeguards. Pursuant to the Company’s Governance Guidelines, the duties of the Lead Director include: (i) serving as a liaison, and facilitating communication between the Chairman of the Board and the other directors; (ii) organizing, convening and presiding over executive sessions of the independent directors;

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(iii) presiding at all meetings of the Board at which the Chairman of the Board is not present; (iv) approving meeting schedules and agendas proposed by the Chairman and Chief Executive Officer, and consulting with the Chairman and Chief Executive Officer regarding the information to be provided to the directors in conjunction with such meetings; (v) serving as an advisor to the Board committees, chairs of the Board committees and other directors; (vi) serving as a member ex officio of each of the Board’s standing committees, with full voting rights on each such committee; (vii) if requested by major shareholders, ensuring that he or she is available for consultation and direct communication; (viii) calling meetings of the Board if deemed advisable by the independent Lead Director; and (ix) such other duties and responsibilities as assigned from time-to-time by the independent directors. As part of his duties as independent Lead Director, Mr. Clermont speaks regularly with Mr. Laney and other executives throughout the year.

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

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Succession Planning

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The Compensation Committee oversees the Company’s talent management and succession planning process, including succession planning for the position of CEO. The Compensation Committee periodically reports to the Board on succession planning and talent management. The entire Board works with the Compensation Committee to nominate and evaluate potential successors to the CEO and to establish policies regarding succession in the event of an emergency or the retirement of the CEO. The CEO also provides recommendations and evaluations of potential successors, along with a review of any development plans recommended for such individuals. In addition, the Compensation Committee, with input from the CEO and other members of management as appropriate, will review annually the Company’s program for management development and succession planning for executive officers other than the CEO. The recent appointments of Mr. Birkans to President and Ms. Van Denabeele to CFO are examples of the Company’s talent management process and further development of their skills and experiences.

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The Board’s Role in Risk Oversight

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

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The Audit & Risk Committee is responsible for oversight of the Company’s market, credit, liquidity, fraud, legal, compliance and other financial, operational (including cybersecurity) and reputational risks. The Audit & Risk Committee is further responsible for reviewing and approving guidelines, policies and processes for managing these risks. The Audit & Risk Committee monitors the Company’s risk exposure in all risk categories through regular reports prepared by members of management, including the Company’s Chief Risk Management Officer (“CRMO”). The Audit & Risk Committee determines the risk appetite of the Company and makes recommendations regarding such to the Board of Directors. Additionally, the Audit & Risk Committee meets with representatives from the Company’s internal audit function and the Company’s independent registered public accounting firm, including in executive sessions without management present.

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The Company devotes considerable resources to protect the confidentiality, integrity, and availability of its subsidiary Banks’ systems and data, including associate and client information. Through coordinated efforts across our information technology, risk management, and third parties, we continuously enhance our suite of

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cyber-defense and information security capabilities. Further, the Audit & Risk Committee is updated quarterly on information security, cybersecurity trends and artificial intelligence, and receives an annual report on the Company’s Information Security Risk Assessment efforts. Mr. Zeile, one of our directors who has extensive experience in information technology and cybersecurity matters, regularly discusses the Company’s technology initiatives with senior management responsible for these areas. In addition, Ms. Gupta has added deep experience in digital transformation and digital payment systems to our Audit & Risk Committee as a member. Both Mr. Zeile (chair) and Ms. Gupta, along with Mr. Clermont and Ms. Doyle, are members of the Emerging Technologies Sub-Committee that reports to our Audit & Risk Committee, that assists with oversight of emerging technologies with respect to current and future risks associated with new technologies being considered by the Company and how such technologies fit into the Company’s overall strategy.

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

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

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Communications with Directors

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Shareholders and other interested parties who wish to communicate with the Board, the independent directors as a group, or one or more individual directors may do so by contacting the Board’s Secretary by mail at National Bank Holdings Corporation, 7800 E. Orchard Road, Suite 300, Greenwood Village, CO 80111. Under our Governance Guidelines, the Secretary is responsible for referring such communication to the Board.

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Doing Good at NBH

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

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It is our strong belief in “Doing Good” for our clients, our communities and our people. Through our Doing Good Committee and related initiatives, we focus on strengthening the communities and markets in which we operate our business. Our Doing Good Committee is comprised of a multi-disciplinary group of associates throughout the Company and is overseen by members of our executive management team with regular reporting to our Board of Directors. In addition, Patrick Sobers, one of our independent directors, serves as a Board liaison to the Doing Good Committee.

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Responsible and Client-Focused Business Practices

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

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

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

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Doing Good in Our Communities

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We recognize our role in building and contributing to the growth, financial well-being, health and safety of our surrounding community and workforce. We believe that our Company’s long-term success is deeply tied to the welfare of the communities we serve. We support a number of causes that underscore our focus on corporate social responsibility with our priorities being on helping people (1) find meaningful work (2) find affordable housing and (3) become financially empowered.

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

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In 2024, we completed our ninth Do More Charity Challenge^® and also organized and hosted the second Do More Concert^® with proceeds benefiting the Third Way Center, a Denver-based non-profit organization. We continue to contribute directly to a wide range of nonprofits in our communities. Our NBH Charitable Foundation provided much needed funding to nonprofits, including A Precious Child, Young Americans Center for Financial Education and Habitat for Humanity in Metro Denver, Junior Achievement in Kansas City, Utah, Texas, and Idaho, People Fund in Texas, and Hope House in Kansas City.

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We are also committed to safeguarding the environment through minimizing our impact by using environmentally friendly office products and materials and optimizing our use of office and banking center space. We continue to focus and invest in our mobile and digital platforms, resulting in a reduction in paper and fuel emissions. We have provided financing for green and sustainable businesses and continue to evaluate opportunities to support these industries.

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Supporting Our People

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Our core values also represent our belief that our Company’s long-term success is deeply tied to having a dedicated and engaged workforce. As of December 31, 2024, we employed 1,259 full-time and 50 part-time associates throughout our business footprint. The average tenure of service of our associates is approximately six years.

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

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

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

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

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Director Compensation

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

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Compensation Elements. In 2024, each director (other than Mr. Laney) received an annual cash retainer of $75,000 for his or her service as a member of the Board of Directors, except that the independent Lead Director received an additional $10,000 annual cash retainer. Ms. Doyle’s retainer was pro-rated for her days of service as a director in 2024. The chair of the Audit & Risk Committee received an additional annual cash retainer of $30,000 and each of the chairs of the Compensation and Nominating & Governance Committees received an additional annual cash retainer of $20,000. All cash retainers for our directors are paid quarterly, in arrears. In addition, each director (other than Mr. Laney) received an annual grant of restricted stock with an aggregate grant date fair value of $120,000, except that the independent Lead Director received an annual grant of restricted stock with an aggregate grant date fair value of $140,000 and Ms. Doyle received an annual grant of restricted stock with an aggregate grant date fair value of $134,749, which included a pro-rated amount for her days of service as a director during the prior award cycle. The annual grants are made on the day of our Annual Meeting of Shareholders, with 50% of the shares vesting 180 days following such date and 50% of the shares vesting on the date immediately preceding our next Annual Meeting of Shareholders, in each case, subject to continued service. No individual meeting fees are paid for either Board meetings or committee meetings, whether in person or by telephone. We reimburse directors for expenses incurred in their Board service, including the cost of attending Board and committee meetings. We generally do not provide personal benefits (perquisites) to our directors. Our directors are eligible to participate in the Company’s Nonqualified Deferred Compensation Plan described in “Nonqualified Deferred Compensation Plan” below. In 2024, Ms. Spring participated in the plan.

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Compensation Review. Our director compensation structure and amounts are reviewed regularly by the Nominating & Governance Committee, with the assistance of our independent compensation consultant, Pay Governance, LLC (“Pay Governance”). Pay Governance also assists the Compensation Committee with fulfilling its responsibilities related to the oversight of the executive officer compensation. Director compensation was last reviewed in November 2022 with our prior compensation consultant, F. W. Cook, with changes effective January 1, 2023.

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Stock Ownership Guidelines. We believe ownership of NBHC stock aligns the interests of directors with those of our shareholders and emphasizes the long-term aspects of equity-based compensation. Under the current director stock ownership guidelines (the “Director Stock Ownership Guidelines”), each of our directors (other than Mr. Laney) are required to beneficially own shares of NBHC stock worth five times their annual board cash retainer within five years (the “Director Minimum Ownership Threshold”). Shares counted for the purposes of the Director Stock Ownership Guidelines includes vested restricted shares and all other shares owned outright. Unvested restricted shares and unexercised stock options do not count towards the threshold. Directors who have not achieved the Director Minimum Ownership Threshold are required to retain 50% of the after-tax portion of vested stock awards until the threshold is met. As of March 10, 2025, all applicable directors were in compliance with the Director Stock Ownership Guidelines, with all at or above the

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Director Minimum Ownership Threshold, with the exception of Ms. Gupta and Ms. Doyle who joined the Board in November 2021 and March 2024 respectively.

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

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The Compensation for our directors (other than Mr. Laney, whose compensation is disclosed in the section entitled “Executive Compensation” below) during 2024 was as follows:

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2024 Director Compensation Table

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

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Related Person Transactions Policy and Procedures

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The Board has adopted a written policy that establishes a framework for the review and approval or ratification of transactions between the Company and its related persons and/or their respective affiliated entities. We refer to this policy as our “Related Person Transactions Policy.” The Related Person Transactions Policy is available on our website at www.nationalbankholdings.com.

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

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Under the Related Person Transactions Policy, no Related Person Transaction may be consummated or continued unless approved by the Nominating & Governance Committee.

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

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

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

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Ordinary Course Transactions

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During 2023 and 2024, certain of the executive officers and directors of the Company, or of NBH Bank or Bank of Jackson Hole Trust (our wholly-owned bank subsidiaries), and affiliates of such persons have, from time to time, engaged in banking transactions with NBH Bank or Bank of Jackson Hole Trust and are expected to continue such relationships in the future. All loans or other extensions of credit made by NBH Bank or Bank of Jackson Hole Trust to such individuals were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unaffiliated third parties and did not involve more than the normal risk of collectability or present other unfavorable features.

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

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The Audit & Risk Committee of the Board of Directors has appointed KPMG LLP (“KPMG”) as our independent registered public accounting firm for the year ending December 31, 2025, and the Audit & Risk Committee has determined that such appointment is in the best interest of the Company and its shareholders. KPMG’s tenure as the auditor of the financial statements of the Company began in 2010, which included auditing the 2009 financial statements. To help ensure the independence of our independent registered public accounting firm, the Audit & Risk Committee oversees the required five year rotation of our lead audit partner and also, on a periodic basis, considers the rotation of our independent registered public accounting firm. In determining whether to reappoint KPMG, the Audit & Risk Committee also periodically considers, among other things, the following: (1) the advisability and potential impact of selecting a different independent registered public accounting firm, (2) experience auditing banks our size, (3) reasonableness of fees, (4) the quality of communications with the Audit & Risk Committee and management, (5) a review of KPMG’s performance of the annual audit, and (6) a review of the quality initiatives and steps KPMG is taking to improve the quality and efficiency of its audits.

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

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KPMG Fees

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We incurred the fees shown in the following table for professional services provided by KPMG for 2024 and 2023:

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Audit Fees. Audit fees principally relate to the audit of our annual financial statements, the review of our quarterly financial statements included in our Quarterly Reports on Form 10-Q and the audit of our internal control over financial reporting. In 2023, audit fees included fees related to the acquisition of Cambr Solutions, LLC.

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Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees” above. There were no audit-related fees paid to KPMG in 2024 and 2023.

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Tax Fees. Tax fees principally relate to the preparation of tax returns, compliance services, tax planning and consultation services. There were no tax fees paid to KPMG in 2024 and 2023.

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All Other Fees. All other fees consist of fees for products and services other than the services reported above. There were no such fees paid to KPMG in 2024 and 2023.

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Audit & Risk Committee Pre-Approval Policies and Procedures

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

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

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In 2024 and 2023, the Audit & Risk Committee pre-approved all of the audit services provided by KPMG.

Audit & Risk Committee Report

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

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Management has primary responsibility for our consolidated financial statements, the overall reporting process, maintaining adequate internal control over financial reporting and, with the assistance of our internal auditors, assessing the effectiveness of our internal control over financial reporting. The Audit & Risk Committee reviews with management the Company’s major financial risk exposures and the steps management has taken to monitor, mitigate, and control such exposures. The independent auditors are responsible for performing an independent audit of our consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). This audit serves as a basis for the auditors’ opinion included in the annual report to shareholders addressing whether the financial statements fairly present our financial position, results of operations, and cash flows in conformity with U.S. generally accepted accounting principles as of and for the year ended December 31, 2024. The Audit & Risk Committee’s responsibility is to monitor and oversee these processes.

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The Audit & Risk Committee has reviewed and discussed our 2024 audited consolidated financial statements with management and KPMG. The Audit & Risk Committee has discussed with KPMG the matters required to be discussed by PCAOB Auditing Standard No. 1301, Communications with Audit Committees, including matters relating to the conduct of the audit of our consolidated financial statements. KPMG has provided to the Audit & Risk Committee the written disclosures required by applicable requirements of the PCAOB regarding KPMG’s communications with the Audit & Risk Committee concerning independence, and the Audit & Risk Committee has discussed with KPMG that firm’s independence from us. Based on this review and these discussions, the Audit & Risk Committee recommended to the Board that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2024, for filing with the SEC.

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Current Members of the Audit & Risk Committee

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

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Non-Binding Advisory Vote

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

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

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Effect of Non-Binding Advisory Vote

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

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Compensation Philosophy

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

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Recommendation

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The Board encourages you to read both the “Letter to Shareholders from the Compensation Committee” section starting on page 27 and the “Compensation Discussion and Analysis” section starting on page 31. The Compensation Committee is committed to maintaining a strong link between pay and performance and explaining the rationale for its pay decisions. For these reasons, we strongly believe you should approve the compensation of our Named Executive Officers.

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Executive Officers

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The age, business experience and current position of each person who currently serves as an executive officer of National Bank Holdings Corporation (the “HoldCo Executives”) are as follows:

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G. Timothy Laney, Age 64

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Biographical information for Mr. Laney is provided in the section “Proposal 1 - Election of Directors” elsewhere in this proxy statement.

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Aldis Birkans, Age 51

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Mr. Birkans has served as the Company’s President since September 2024 and currently holds the same positions at NBH Bank and Bank of Jackson Hole Trust. Mr. Birkans previously served as the Company’s Chief Financial Officer from August 2018 to September 2024, and as the Company’s Treasurer from 2011 through February 2020. Mr. Birkans is also a member of the boards of directors of NBH Bank and Bank of Jackson Hole Trust, and is a member of the Trust Committee of Bank of Jackson Hole Trust. Prior to joining the Company in 2011, Mr. Birkans was a Vice President, Assistant Treasurer of M&I Bank for five years, where he was responsible for capital management, investments, corporate liquidity and risk management related to the bank’s financial activities. In addition, Mr. Birkans worked at Citigroup as a Senior Vice President, Corporate and Investment Bank Treasury. Mr. Birkans holds a Masters of Business Administration and a Bachelors in Economics and Finance.

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Nicole L. Van Denabeele, Age 44

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Ms. Van Denabeele has served as the Company’s Chief Financial Officer since September 2024 and currently holds the same position at NBH Bank and Bank of Jackson Hole Trust. She is also a member of the boards of directors of NBH Bank and Bank of Jackson Hole Trust, and is a member of the Trust Committee of Bank of Jackson Hole Trust. Ms. Van Denabeele served as the Company’s Chief Accounting Officer from 2018 to September 2024 and concurrently served as President of Bank Midwest, a division of NBH Bank, from September 2020 to June 2024. Prior to joining the Company, Ms. Van Denabeele was Controller at the law firm of Polsinelli and Senior Vice President, Assistant Controller at UMB Financial Corporation. In addition, Ms. Van Denabeele worked in the audit practice of Deloitte for six years, most recently as Audit Manager. Ms. Van Denabeele holds a Masters of Accounting and Information Systems and a Bachelors of Accounting and Business Administration. She is also a certified public accountant.

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Richard U. Newfield, Jr., Age 63

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Mr. Newfield has served as the Company’s Chief Risk Management Officer since 2011 and currently holds the same position at NBH Bank and Bank of Jackson Hole Trust. He currently serves on the Board of NBH Bank and Bank of Jackson Hole Trust, and is a member of the Trust Committee of Bank of Jackson Hole Trust. Mr. Newfield is the former Head of Business Services Credit at Regions Bank. He joined Regions in 2008 after a 23-year career at Bank of America. Mr. Newfield held various senior positions at Bank of America, including roles in risk management, credit, commercial banking, global bank debt and corporate marketing. He brings significant experience in the development and implementation of business models and integration of businesses during mergers. In addition, Mr. Newfield has led credit process reengineering initiatives, including risk and credit policy design, and other corporate governance initiatives. Mr. Newfield holds a Masters of Business Administration and a Bachelors of Science in Advertising.

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Angela N. Petrucci, Age 48

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Ms. Petrucci has served as the Company’s Chief Administrative Officer and General Counsel since July 2020 and currently holds the same positions at NBH Bank and Bank of Jackson Hole Trust. She currently oversees our BSA/AML and financial crimes, facilities and security, human resources, legal, marketing, and project management functions. She is a member of NBH Bank and Bank of Jackson Hole Trust’s board of directors, and a member of the Trust Committee of Bank of Jackson Hole Trust. She is also a member of the Colorado

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Bankers Association Government Affairs Committee. Prior to joining the Company in 2015, Ms. Petrucci was in-house counsel at Accenture, overseeing corporate governance and securities matters. Prior to that, she was an associate at the law firm of Chapman and Cutler LLP in Chicago, IL. Before attending law school, Ms. Petrucci was a commercial banker at First Chicago Bank (now JP Morgan Chase). Ms. Petrucci brings significant experience in banking, corporate transactional, securities and corporate governance matters over the span of her 25-plus-year career. Ms. Petrucci holds a Juris Doctor and a Bachelors in Business Administration.

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Daniel L. Sznewajs, Age 46

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Mr. Sznewajs has served as the Company’s Chief Corporate Development Officer since January 2025, he is also the Company’s Treasurer and holds the same positions at NBH Bank and Bank of Jackson Hole Trust. Mr. Sznewajs joined NBH in 2014 and has served in various capacities during his tenure at the Company, including overseeing financial planning & analysis, capital markets and NBH Ventures. Mr. Sznewajs was added as a member of the Board of Directors for NBH Bank and Bank of Jackson Hole Trust in January 2025. Prior to joining NBH, Mr. Sznewajs was a Vice President at Goldman, Sachs & Co. for five years in New York City, where he worked in their Financial Institutions Group. He was previously a Commissioned Examiner at the Federal Reserve Bank of Chicago in the Safety and Soundness Division where he specialized in capital markets. Mr. Sznewajs currently serves as an Advisory Board Member of the Young Americans Education Foundation and Young Americans Bank. He holds a Masters of Business Administration and a Bachelors in Finance and Strategy.

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Executive Compensation

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LETTER TO SHAREHOLDERS

FROM THE COMPENSATION COMMITTEE

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Fellow Shareholders,

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

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2024 Year in Review

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During 2024, we remained focused on building a fortress balance sheet while also making meaningful investments in our Company and our communities. Since our Company’s inception in 2009, we have prudently navigated various economic environments adhering to sound banking practices that deliver strong returns. Our 2UniFi^SM team made meaningful progress this year, beginning successful user testing of the platform in the fourth quarter of 2024. Under the safety of a regulated bank, small and medium-sized businesses will have real-time banking system access to address their borrowing, depository and cash management needs, with also providing information management and access to digital banking tools. We made further enhancements to our Cambr^® deposit platform this year driving year-over-year platform deposit growth of 47% and improved profitability.

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We also raised money for local charities through our ninth Do More Charity Challenge and second Do More Concert, and increased our volunteerism in our local communities through efforts such as our Week of Caring.

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2024 Financial Achievements

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

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In 2024, the Company:

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

Long Term Performance

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As a Company, our strong fundamentals and conservative principles we put in place since our inception have enabled us to support our clients, associates and communities. Further, our diluted EPS continued to grow over a five-year period with a 3% 5-year compound annual growth rate (“CAGR”) and a meaningful return of capital to our shareholders over that same period.

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

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

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CEO Compensation

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

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In 2024, the Compensation Committee held CEO base salary flat. The majority of our CEO’s compensation remains based on achieving specified performance metrics. The total amount of our CEO’s at-risk pay (Short-Term Incentive and Long-Term Incentive) and overall total compensation for 2022, 2023 and 2024 were as follows:

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Shareholder Engagement & 2024 Say-on-Pay Advisory Vote

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At our 2024 Annual Meeting of Shareholders, we were pleased to receive a 97.7% vote in favor of our executive compensation (Say-on-Pay). Our record of shareholder engagement is strong, beginning with the regular meetings that our CEO, President and CFO hold with our investors at various conferences and meetings throughout the year. In addition, the Company conducts an annual post-meeting shareholder engagement process with the corporate governance teams of our shareholders to understand any concerns or other feedback regarding our executive compensation program and governance practices. As part of the process, we contacted shareholders representing more than 67.5% of our shares outstanding.

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Our engagement meetings discussed our practices and their views regarding compensation, succession planning, technology investments including with respect to 2UniFi, sustainability efforts and governance matters. We also discussed changes in our executive management team during 2024. In our discussions, shareholders provided feedback on our corporate governance practices, provided their perspective on executive compensation, and succession planning and none expressed any concerns.

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Summary

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

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

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

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Sincerely,

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National Bank Holdings Corporation Compensation Committee

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Compensation Discussion and Analysis

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Introduction

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In this section, which we refer to as the “CD&A”, we explain how we compensate the executive officers named in the “Summary Compensation Table” below (our “Named Executive Officers” or “NEOs”). Our NEOs for 2024 were:

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

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

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Philosophy

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

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Objectives

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

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Compensation Components

The total compensation of our NEOs consists primarily of the following components:

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Compensation Best Practices

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

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Setting Compensation for our Named Executive Officers

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Executive compensation is set by the Compensation Committee, in collaboration with the compensation consultant and management.

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Role of Compensation Committee

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

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Role of Independent Compensation Consultant

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

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

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Role of Management

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Our CEO and Chief Administrative Officer assist the Compensation Committee in designing and managing our executive compensation program. Our CEO attends meetings and makes recommendations to the Compensation Committee on the compensation of other NEOs. Our Chief Risk Management Officer advises the Compensation Committee on risk mitigation and assessment of compensation risk. None of our NEOs provide recommendations with respect to their own compensation.

Market Data Review

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

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The Compensation Committee evaluates the Company’s executive compensation peer group on an annual basis, with adjustments made as appropriate to maintain comparability among the peer group companies. In 2023, the Compensation Committee reviewed the Company’s executive compensation peer group from the prior year, with input from Pay Governance, to inform its decisions for 2024 executive compensation. The directive from the Compensation Committee in 2023 for setting executive compensation for 2024 was to continue to target companies with a focus in Fintech to recognize the Company’s evolving business model.

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In its peer group analysis for 2024 executive compensation, the Compensation Committee considered several factors, including median market capitalization, asset size, revenue size, geography, investment in Fintech, complexity of the organization, and similarity of business lines and services and products offered to those of the Company. Based on this evaluation, the Compensation Committee made the following changes to its peer group from the prior year to select the peer group used in 2024 executive compensation decisions: (1) removed Southside Bancshares and TrustCo Bank Corp, and (2) added Axos Financial and Triumph Financial. These changes were made to improve relative market cap positioning of the Company among the peer companies and to increase the representation of tech-forward banks. After completing this analysis and

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review, the Compensation Committee approved the following peer group of 20 institutions for setting executive compensation for 2024:

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The companies in the resulting executive compensation peer group have a median market capitalization of $1 billion (as of June 30, 2023), ranging from approximately $265 million to approximately $2.3 billion. In 2024, the Compensation Committee again conducted its annual review of the executive compensation peer group, and determined, with the assistance of Pay Governance, that the peer group set forth above continues to have strong alignment with the Company, and the Compensation Committee will continue to reference the same peer group in making decisions with respect to 2025 executive compensation. We believe the peers selected are a diverse group of financial institutions that provide the necessary breadth to be meaningful in evaluating NEO compensation.

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Pay Governance summarized and provided the Compensation Committee with market data relating to base salaries, short-term cash bonuses, long-term equity awards, and total compensation for each of the top five officers at these peer companies, using the data provided in the peer company’s latest available proxy statement. The Compensation Committee also considers regional, as well as survey data from a larger segment of companies within the financial services industry. The Compensation Committee considered this information, together with other factors discussed in this CD&A, in determining NEO compensation.

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Executive Compensation Framework

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The Compensation Committee believes in variable compensation and paying for performance. This is demonstrated by the amount of at-risk pay with respect to the NEOs. For 2024, 73% of our CEO’s compensation was at-risk and 58% of the compensation for all other NEOs was at-risk.

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

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Base Salary

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In 2024, the Compensation Committee, in conjunction with its annual review of peer data, reviewed market data provided by Pay Governance, its independent compensation consultant, which included both total compensation and overall salary levels relative to peers. In connection with that review the Compensation Committee determined to maintain base salary for Mr. Laney at the same level as 2023. In April 2024, the committee increased Mr. Birkans’ salary from $495,000 to $525,000, Mr. Newfield’s salary from $412,000 to $430,000, and Ms. Petrucci’s and Mr. Randall’s salaries from $330,000 to $350,000. In addition, the Committee approved an increase to Ms. Van Denabeele’s salary from $290,000 to $340,000 in connection with her appointment to Chief Financial Officer on September 10, 2024.

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Executive Short-Term Incentive Plan Compensation

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2024 Executive Short-Term Incentive Plan Design

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The Compensation Committee awards cash incentive compensation pursuant to the terms of the 2024 STIP, which was established pursuant to the 2023 Omnibus Incentive Plan. Under the 2024 STIP, the minimum payout is 0% if certain thresholds are not met, and the maximum payout is 157.5% of the target opportunity for the HoldCo executives in the event of exceptional individual performance, and 192.5% with respect to Mr. Randall in the event of exceptional line of business performance or exceptional individual performance. The below reflects the payout opportunity structure:

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2024 STIP Structure

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In its establishment of the 2024 STIP, the Compensation Committee determined that payouts should be based on the attainment of quantitative financial metrics as well as a qualitative assessment of certain objectives and individual performance. The Compensation Committee determined that with respect to Messrs. Laney, Newfield, Birkans and Mses. Petrucci and Van Denabeele, 70% of the total 2024 STIP bonus should be based on the attainment of specific quantitative financial metrics (“HoldCo Metrics”) as interpolated for performance between threshold, target and maximum levels of performance. With respect to Mr. Randall, the Compensation Committee determined that 10% of the total 2024 STIP bonus should be based upon the same HoldCo Metrics, and that 70% should be based upon the performance of the business groups that he leads. There is no payout with respect to a given metric if the threshold level of performance is not achieved.

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The financial metrics and relative targets established are a reflection of what the Compensation Committee deemed important in the beginning of 2024 to align the NEOs’ performance with the achievement of the Company’s strategic goals for 2024 as well as key long-term financial targets. Specifically, Core Net Income and Asset Quality (Non-Performing Assets Ratio)(each as defined below) were selected as the most important metrics in driving overall corporate performance of the HoldCo executives while line of business-specific loan and deposit growth as well as line of business contribution were each deemed important for Mr. Randall.

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In addition, with respect to Messrs. Laney, Newfield, Birkans and Mses. Petrucci and Van Denabeele, the Compensation Committee determined that 30% of the 2024 STIP bonus should be based on a qualitative assessment, with 15% of the 2024 STIP based on Enterprise Risk Management (“ERM”) and Doing Good efforts and the remaining 15% based upon an individual assessment of each officer, as further described below. With respect to Mr. Randall, the Compensation Committee determined that 20% of the 2024 STIP bonus should be based on a qualitative assessment, with 5% based on ERM and Doing Good efforts, and the remaining 15% based upon his individual assessment, as further described below.

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2024 STIP Goal Setting

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In establishing the performance metrics for the 2024 STIP, the Compensation Committee focused on the financial metrics that play the most significant role in driving the Company to meet its corporate objectives. Every year, the Company undertakes a rigorous financial planning process geared around establishing targets for performance that will enhance the Company’s franchise value and return for shareholders. The Compensation Committee reviews the metrics that are most aligned with the strategic objectives of the Company and which are most aligned with the interest of shareholders.

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In setting the target level of performance for each of the financial metrics, the Compensation Committee considered the Company’s annual profit plan that is developed through the aforementioned planning process, strategic objectives for the Company as well as projected economic conditions for the upcoming year. Our annual profit plan for 2024 factored in key assumptions regarding credit performance metrics of our loan portfolio relative to peers. The Company, in keeping with its normal process, did not factor in any impacts from any potential merger and acquisition activity or economic activity beyond its control such as interest rate changes that might occur during 2024 or any other global macroeconomic impacts.

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Review of 2024 STIP Performance Metrics Results by the Compensation Committee

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As part of its role in overseeing and approving NEO compensation, the Compensation Committee reviewed and evaluated the actual achievement levels with respect to each performance metric under the 2024 STIP.

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The following is a summary of the specific performance metrics established by the Compensation Committee for 2024 (as further described above), including the actual results for each metric with respect to Messrs. Laney, Birkans, Newfield and Mses. Petrucci and Van Denabeele:

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*Each HoldCo Executive may receive a payout of 200% for exceptional individual performance.

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With respect to Mr. Randall, 30% of his 2024 STIP bonus was dependent upon the achievement of the above-listed factors with the remaining 70% of his 2024 STIP bonus based upon the performance of specific profitability and loan and deposit growth goals for the lines of business he oversees. The following is a summary of the specific performance metrics established by the Compensation Committee for 2024, including the actual results for each metric with respect to Mr. Randall:

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*Mr. Randall may receive a payout of up to 200% for exceptional line of business results or individual performance, as determined by the Compensation Committee for these specific metrics.

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Metric Definitions:

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* The individual performance results for each Named Executive Officer are discussed below.

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

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These considerations resulted in the achievement of this performance component at a 115% achievement level, or 138% of the target level payout.

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

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Final STIP Payouts for 2024

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