Every material Form 8-K National Bank Holdings filed with the SEC in 2026, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
On November 3, 2026, the Board of Directors of National Bank Holdings Corporation declared a cash dividend of $0.33 per share on its Class A common stock. The press release describes the payment as an increase to the quarterly dividend, but the filing does not state the prior amount. Future dividends remain subject to Board approval and will depend on the company's financial position, results and capital requirements.
Cash dividend of $0.33 per share on Class A common stock, declared November 3, 2026
Record date is November 27, 2026 (close of business); payment date is December 15, 2026
Press release, filed as Exhibit 99.1, calls it an increase to the quarterly dividend; prior dividend amount not stated
Future dividends are at the Board's discretion and depend on financial position, results, cash flows and capital requirements
NBHC posted an updated Q3 2026 investor presentation on its website on November 3, 2026, and furnished it as Exhibit 99.1 under Regulation FD; the deck is not deemed filed under the Exchange Act. It shows year-to-date 2026 GAAP net income of $38.5 million ($0.84 per diluted share) versus $70.9 million adjusted ($1.56), with third-quarter charge-offs driving $40.6 million of provision expense.
Nine-month 2026 GAAP net income $38.5 million, or $0.84 per diluted share; adjusted net income $70.9 million, or $1.56 per diluted share
Third-quarter 2026 charge-offs drove $40.6 million of provision expense, plus a $4.0 million impairment on one FinTech partnership investment
In October 2026 NBHC agreed to sell its Palm Beach, Florida banking center, with a 5.00% deposit premium subject to a minimum of $8.8 million; closing expected mid-2027
Net interest income (FTE) grew 27.7% to $115.2 million in 3Q26; Common Equity Tier 1 ratio 11.69%
National Bank Holdings Corporation (NBHC) reported a third-quarter 2026 net loss of $8.8 million, or $0.20 per diluted share, compared with net income of $26.5 million, or $0.58 per diluted share, in the second quarter. The loss was driven mainly by $40.6 million of provision expense tied to specifically identified commercial credits, mainly in the franchise and healthcare industries, and $15.2 million of acquisition and restructuring expense. Tangible book value per share fell to $25.37 from $26.23.
Net loss of $8.8 million, or $(0.20) per diluted share, versus net income of $26.5 million, or $0.58, in the second quarter and $35.3 million in the third quarter of 2025
Provision expense of $40.6 million versus $1.5 million in the second quarter; adjusted net income was $2.9 million, or $0.06 per diluted share
On October 24, 2026, NBH Bank agreed to sell its Palm Beach, Florida banking center with about $0.2 billion of loans and deposits, with a deposit premium of 5.00% and a minimum of $8.8 million; closing is expected in mid-2027
NBHC repurchased $11.9 million of shares in the third quarter; the common equity tier 1 capital ratio was 11.69%
National Bank Holdings said its bank subsidiary expects material impairments on specific commercial loans, mainly in the franchise and healthcare industries, plus a $4.0 million impairment on a FinTech partnership investment. The charges are expected to reduce after-tax earnings by $32.0 million to $34.0 million, or $0.72 to $0.76 per diluted share, for the third quarter and nine months ended September 30, 2026. Separately, the board approved an additional $40.1 million share repurchase authorization, bringing total repurchase authority to $100.0 million.
Loans with $65.0 million aggregate outstanding principal will be reserved or charged down to an estimated $18.2 million, with estimated charge-offs of $46.8 million.
Provision expense is expected to be $38.0 million to $40.0 million for the three months ended September 30, 2026.
A $4.0 million impairment on one FinTech partnership investment will reduce non-interest income for the quarter.
On September 30, 2026, the board approved a $40.1 million buyback, bringing total authority to $100.0 million; 44,285,618 Class A shares were outstanding at quarter end.
National Bank Holdings reported second-quarter 2026 net income of $26.5 million, or $0.58 per diluted share, up from $20.8 million and $0.46 in the first quarter but down from $34.0 million and $0.88 a year earlier. Results include $11.4 million of acquisition and restructuring charges, and adjusted net income was $35.3 million, or $0.78 per diluted share.
Q2 2026 net income $26.5 million, $0.58 per diluted share, versus $20.8 million, $0.46 in Q1 2026 and $34.0 million, $0.88 in Q2 2025
Acquisition and restructuring charges of $11.4 million in Q2 2026 versus $15.3 million in Q1 2026; adjusted net income $35.3 million, $0.78 per diluted share
Loans increased $162.6 million to $9.8 billion at June 30, 2026; quarterly loan fundings of $926.9 million
Six-month net income $47.3 million, $1.04 per diluted share, versus $58.3 million, $1.51 in the first six months of 2025
At the May 7, 2026 annual meeting, shareholders approved an amended and restated 2023 Omnibus Incentive Plan that raises the shares reserved for awards to 2,525,000 Class A common shares. Shareholders also elected all ten director nominees, ratified KPMG LLP as auditor for 2026, and approved executive compensation on an advisory basis. The larger share reserve expands the pool available for future equity awards.
Omnibus Plan share reserve increased to 2,525,000 Class A common shares; plan approved with 34,693,675 votes for and 1,757,113 against
All ten director nominees elected, including Ralph W. Clermont and Micho F. Spring, to serve until the next annual meeting
KPMG LLP ratified as independent registered public accounting firm for the year ending December 31, 2026, with 38,186,525 votes for
Plan also bars recycling of shares tendered or withheld for exercise price or tax withholding, for awards or shares repurchased with exercise proceeds
National Bank Holdings Corporation reported first quarter 2026 net income of $20.8 million, or $0.46 per diluted share, up from $16.0 million in the fourth quarter of 2025 but down from $24.2 million a year earlier. Results include $15.3 million of acquisition and restructuring expenses; excluding these items, adjusted earnings were $0.72 per diluted share, and results reflect the Vista Bancshares acquisition that closed January 7, 2026, which increased shares outstanding to 44.7 million.
Net income $20.8 million, or $0.46 per diluted share, versus $16.0 million, or $0.42, in Q4 2025 and $24.2 million, or $0.63, in Q1 2025.
Adjusted diluted EPS of $0.72 excludes $15.3 million of acquisition and restructuring related expenses.
Loans rose to $9.6 billion at March 31, 2026, from $7.4 billion at December 31, 2025, including $2.99 billion of acquired loans.
CEO Tim Laney said the company expects to surpass a projected $1.00 of earnings per share in the fourth quarter; earnings call set for April 22, 2026 at 11:00 a.m. Eastern Time.
National Bank Holdings disclosed that Chris Randall, a former named executive officer, took a new role as EVP, SBA Delivery effective February 13, 2026, and resigned from the boards of NBH Bank and Bank of Jackson Hole Trust. The change is tied to integration following the January 7, 2026 closing of the Vista Bancshares acquisition, and the company says it is part of organizational enhancements.
Chris Randall moved to EVP, SBA Delivery effective February 13, 2026, from EVP, Head of Commercial, Specialty & Business Banking
Transition Agreement sets a $250,000 annual base salary and a 30% target cash incentive
He receives a one-time restricted stock award with a grant date fair value of $25,000, and a change of control agreement was terminated
National Bank Holdings Corporation sold $150 million of 5.875% fixed-to-floating rate subordinated notes due 2036, with net proceeds of about $147.3 million that it intends to use for general corporate purposes. The notes are intended to qualify as Tier 2 capital for regulatory purposes, and the offering size rose from an initial $100 million due to strong investor demand.
Principal amount of $150.0 million; sold at 100% of par with a 1.25% underwriting discount
Fixed 5.875% rate through February 15, 2031, then Three-Month Term SOFR plus 241 basis points until maturity on February 15, 2036
Offering closed February 11, 2026; Piper Sandler & Co. was sole book-running manager
Company may redeem the notes beginning February 15, 2031, or earlier upon a Tax Event or Tier 2 Capital Event
National Bank Holdings reported fourth-quarter 2025 net income of $16.0 million, or $0.42 per diluted share, down from $35.3 million, or $0.92, in the third quarter, and full-year net income of $109.6 million, or $2.85 per diluted share, versus $118.8 million, or $3.08, in 2024. The board raised the quarterly dividend 3.2% to $0.32 per share and authorized a new $100.0 million share repurchase program, which replaces the prior $50.0 million program.
Q4 2025 net income $16.0 million ($0.42 per diluted share) vs. $35.3 million ($0.92) in Q3 2025; adjusted net income $22.7 million ($0.60 per share) excluding acquisition-related expenses and securities losses
Full-year 2025 net income $109.6 million ($2.85 per diluted share) vs. $118.8 million ($3.08) in 2024
Quarterly dividend increased to $0.32 per share, payable March 13, 2026, to holders of record on February 27, 2026
New $100.0 million repurchase authority; $15.2 million was repurchased under the prior program through January 27, 2026
National Bank Holdings Corp completed its acquisition of Vista Bancshares, Inc. on January 7, 2026, merging Vista into NBHC and combining Vista Bank with NBH Bank. The company says the deal gives it about $12.6 billion in pro forma assets and $10.7 billion in pro forma deposits, and Vista shareholders will own about 16% of NBHC on a fully diluted basis.
Vista shareholders receive 3.1161 NBHC Class A shares plus $31.62 cash per share, with a $151.68 merger consideration value used for options and warrants.
About $84.8 million of cash consideration goes to Vista shareholders, pending adjustment; $9.5 million is held in escrow until the tangible common equity adjustment is final.
Total transaction value is about $377.4 million based on the January 6, 2026 NBHC closing price.
Board size rose to 10 with the appointment of Kirk A. McLaughlin, former Vista director; CEO Tim Laney and President Aldis Birkans received restricted stock awards.
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