DEF 14A of National Bank Holdings Corp, Apr 3, 2026

DEF 14A of National Bank Holdings Corp

Filed Apr 3, 2026 · FY20250001475841-26-000013

Open on EDGAR

  1. SCHEDULE 14A INFORMATION

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

  2. SCHEDULE 14A INFORMATION

    | Filed by the Registrant ⌧ | | Filed by a Party other than the Registrant ◻ | | Check the appropriate box: ◻ Preliminary Proxy Statement ◻ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ⌧ Definitive Proxy Statement ◻ Definitive Additional Materials ◻ Soliciting Material under § 240.14a-12 | | National Bank Holdings Corporation (Name of the Registrant as Specified In Its Charter) | | (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | | Payment of Filing Fee (Check the appropriate box): ⌧ No fee required. | | ◻ Fee paid previously with preliminary materials. | | ◻ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 |

  3. SCHEDULE 14A INFORMATION

    | Notice of 2026 Annual Meeting of Shareholders April 3, 2026 DEAR SHAREHOLDERS: I’m pleased to invite you to the Annual Meeting of Shareholders of National Bank Holdings Corporation. At the meeting, shareholders will vote on the following proposals: 1 To elect ten directors to our Board of Directors to hold office until the next annual meeting of shareholders and until their successors are duly elected and qualified; 2 To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year 2026; 3 To adopt a resolution approving, on an advisory, non-binding basis, the compensation paid to the Company’s named executive officers, as disclosed, pursuant to Item 402 of Regulation S-K, in the proxy statement; and 4 To approve the proposed Amended and Restated National Bank Holdings Corporation 2023 Omnibus Incentive Plan. Shareholders also will transact such other business as may properly come before the meeting. The proxy statement and the accompanying form of proxy are first being sent to shareholders on or about April 3, 2026. YOUR VOTE IS IMPORTANT: Whether or not you plan to attend the meeting, we urge you to vote and submit your proxy so that as many shares as possible may be represented during the meeting. We appreciate your cooperation in returning your proxy promptly. Please call us at 720-554-6640 if you need instructions on how to attend the meeting or have questions about how to vote. By Order of the Board of Directors, /s/ Angela Petrucci Angela Petrucci, Secretary | Meeting Information | | | | Date: | Thursday, May 7, 2026 | | | Time: | 8:30 a.m. Central Time | | | Location: | Vista Bank, a division of NBH Bank, 3225 Martin Luther King Jr. Boulevard, Dallas, TX 75210 | | | How to Vote and Other Details | | | | Record Date | March 24, 2026 is the record date for determining which shareholders have the right to receive notice of, and to vote at, the meeting or any postponements or adjournments thereof. | | | Registered and beneficial shareholders can vote their shares in the following ways: | | | | Internet | Log on to www.proxyvote.com and enter the 16- digit control number provided on your proxy card | | | Telephone | Dial 1-800-690-6903 and enter the 16-digit control number provided on your proxy card | | | 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 | | | | If you are a “record” shareholder of Class A common stock (that is, you hold Class A common stock in your own name in NBHC’s stock records maintained by our transfer agent), register upon your arrival at the Meeting, request a ballot and submit the ballot with your voting instructions at the Meeting. |

  4. SCHEDULE 14A INFORMATION

    | General Information | 1 | | Stock Ownership of Certain Beneficial Owners and Management | 4 | | Proposal 1 Election of Directors | 6 | | Governance | 12 | | Board and Committee Meetings; Annual Meeting Attendance | 12 | | Committees of the Board | 12 | | Director Nomination Process, Director Qualifications and Skills | 15 | | Compensation Committee Interlocks and Insider Participation | 16 | | Director Independence | 16 | | Board Leadership Structure | 16 | | Succession Planning | 17 | | The Board’s Role in Risk Oversight | 18 | | Communications with Directors | 18 | | Doing Good at NBH | 19 | | Director Compensation | 20 | | Certain Relationships and Related Person Transactions | 22 | | Proposal 2 Ratification of Appointment of Independent Registered Public Accounting Firm | 24 | | Audit & Risk Committee Report | 26 | | Proposal 3 Advisory Vote on Executive Compensation (“Say-on-Pay”) | 27 | | Executive Compensation | 28 | | Letter to Shareholders from the Compensation Committee | 28 | | Compensation Discussion and Analysis | 32 | | Compensation Committee Report | 47 | | Executive Compensation Tables | 48 | | 2025 Potential Payments upon Termination or Change-in-Control | 56 | | CEO Pay Ratio | 60 | | Pay Versus Performance Disclosure | 62 | | Proposal 4 Amendment and Restatement of the 2023 Omnibus Incentive Plan | 68 | | Section 16(a) Beneficial Ownership Reporting Compliance | 78 | | Other Business | 78 | | 2027 Annual Meeting of Shareholders | 78 | | “Householding” of Proxy Materials | 79 | | Appendix A – National Bank Holdings Corporation 2023 Omnibus Incentive Plan, As Amended & Restated May 7, 2026 | A-1 | | Appendix B – Summary and Reconciliation of Non-GAAP Measures | B-1 |

  5. SCHEDULE 14A INFORMATION

    General Information 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 2026 Annual Meeting of Shareholders (the “Meeting”) and at any postponements or adjournments thereof. The Meeting will be held in person at our Vista Bank, a division of NBH Bank, banking center located at 3225 Martin Luther King Jr. Boulevard, Dallas, TX 75210 at 8:30 a.m. Central Time on Thursday, May 7, 2026. In this proxy statement, we refer to our employees as “associates;” and the Notice of Annual Meeting of Shareholders, this proxy statement, our 2025 Annual Report to Shareholders and the accompanying proxy, collectively, as our “Proxy Materials.” These Proxy Materials are first being sent to shareholders on or about April 3, 2026. Holders of record of our shares of Class A common stock (“common stock”) at the close of business on March 24, 2026 (the “record date”) are entitled to notice of, and to vote at, the Meeting. As of such date, there were 44,692,472 shares of common stock outstanding and entitled to vote. In addition, as of such date, there were 952,463 shares of unvested restricted common stock entitled to vote. Each share of our common stock is entitled to one vote on all matters (in the case of Proposal 1, with respect to the election of each director). If your shares are registered directly in your own name, you are the shareholder of record with respect to those shares. If your shares are held in a brokerage account or by a broker, bank, or similar organization, then such broker, bank or similar organization is the “record holder” and you are the “beneficial owner” of shares held in “street name”. Please read the Proxy Materials carefully. You should consider the information contained in these Proxy Materials when deciding how to vote your shares. You have a choice of voting by proxy over the Internet, by 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 street name, please refer to your proxy card or the voting information provided by the record holder. As a beneficial owner, you have the right to instruct the record holder on how to vote your shares by using the voting instruction form or other procedures provided by the record holder. Voting via the Internet, by telephone or by mail will not prevent you from voting your shares during the Meeting. However, if your shares are held in street name, you must obtain a proxy, executed in your favor, from the record holder to vote in person during the Meeting. Otherwise, your shares will be voted in the manner in which you instructed the record holder of your shares. Even if you plan on attending the Meeting, we encourage you to vote your shares in advance of the Meeting to ensure that your vote will be represented in case your plans change. We pay the cost of soliciting proxies. We have retained Alliance Advisors as our proxy solicitor for the Meeting and to provide strategic advice related to matters to be voted on at the Meeting. We expect to pay approximately $35,000, plus reimbursable costs, related to this engagement. Our directors, officers and associates may also solicit proxies by mail, telephone, fax, email, electronically or in person. We will not pay our directors, officers or 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. Any shareholder entitled to vote at the Meeting may attend the Meeting. If your shares are held through a bank, broker or other record holder and you would like to attend the Meeting, you will need to bring an account statement or other acceptable evidence of ownership of our common stock as of the record date. Each shareholder who attends the Meeting 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. The Company’s principal executive offices are located at 7800 E. Orchard Road, Suite 300, Greenwood Village, Colorado 80111.

  6. SCHEDULE 14A INFORMATION

    | 2026 Annual Proxy Statement | 1 |

  7. SCHEDULE 14A INFORMATION

    Voting Matters When you vote by proxy, your shares will be voted according to your instructions. If you are a shareholder of record and either (1) sign and return a proxy card without giving specific voting instructions or (2) indicate when voting by internet or by phone you wish to vote as recommended by the Board, then the persons named as proxy holders will vote your shares at the Meeting consistent with the Board’s recommendations as presented in this proxy statement. Also, if any other matters are properly presented at the Meeting for consideration, the proxy holders will have the discretion to vote for you on those matters. If you are a beneficial owner and your broker holds your shares in its name, the rules of the New York Stock Exchange (“NYSE”) permit your broker to vote on routine matters but not on non-routine matters. This means that your broker will be permitted to vote your shares on the ratification of the appointment of our independent registered public accounting firm (Proposal 2), even if the broker does not receive voting instructions from you, but will not be permitted to vote your shares on the other proposals if you do not timely provide instructions for voting your shares. This results in what is referred to as a “broker non-vote.” Quorum The presence, represented in person or by proxy, of the holders of a majority of the outstanding shares of our common stock entitled to vote during the Meeting shall constitute a quorum. Withheld votes, abstentions and broker non-votes are counted as present for purposes of establishing a quorum. If a quorum is not present at the scheduled time of the Meeting, the Meeting may be adjourned. The time and place of the adjourned meeting will be announced at the time the adjournment is taken, and no other notice will be given. Votes Required for Approval For Proposal 1 (election of directors), directors are elected by a plurality of the votes cast during the Meeting in person or by proxy, meaning that the ten director nominees who receive the most votes will be elected. You may vote “for” or “withhold” authority to vote for each of the nominees for election to the Board. Only votes “for” affect the outcome. Withheld votes and broker non-votes will have no effect on the voting results for this proposal. There is no cumulative voting for the election of directors. Proposal 2 (ratification of the appointment of our independent registered public accounting firm) will be approved if a majority of the shares of our common stock present during the Meeting and entitled to vote cast their votes “for” this proposal. Abstentions will have the same effect as votes “against” this proposal. No broker non-votes are expected in connection with this proposal as brokers, banks or other nominees will have discretionary authority to vote shares for which street name shareholders do not provide voting instructions. Even if the appointment is ratified, our Audit and Risk Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it is determined that such a change would be in the best interest of the Company and our shareholders. Proposal 3 (the advisory proposal on the compensation of our named executive officers (commonly known as “Say-on-Pay”)) will be approved if a majority of the shares of our common stock present during the Meeting and entitled to vote cast their votes “for” this proposal. Abstentions will have the same effect as votes “against” this proposal. Broker non-votes will have no effect on the voting results for this proposal. The advisory vote on executive compensation (Proposal 3) is non-binding. However, our Board and Compensation Committee will review the results of the vote and, consistent with our commitment to shareholder engagement, take such results into account in making executive compensation decisions. Proposal 4 (approval of the proposed Amended and Restated National Bank Holdings Corporation 2023 Omnibus Incentive Plan (the “Omnibus Plan”)) will be approved if a majority of the shares of our common stock present during the Meeting and entitled to vote cast their votes “for” this proposal. Abstentions will have the same effect as votes “against” the proposal. Broker non-votes will have no effect on the voting results of this proposal.

  8. SCHEDULE 14A INFORMATION

    | 2 | National Bank Holdings Corporation |

  9. SCHEDULE 14A INFORMATION

    Approval of any other business that may properly come before the Meeting will require the affirmative vote of a majority of the shares of our common stock present or represented by proxy during the Meeting and entitled to vote thereon. Abstentions will have the same effect as a vote against any such proposal. Voting by Registered and Beneficial Shareholders You may vote your shares in person during the Meeting or by proxy in advance of the Meeting. There are three ways to vote by proxy:

  10. SCHEDULE 14A INFORMATION

    | ● | 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 proxy card or voting instruction form that you received in the mail) to identify yourself as a shareholder on the voting website. |

  11. SCHEDULE 14A INFORMATION

    | ● | 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 proxy card or voting instruction form that you received in the mail) to identify yourself as a shareholder. |

  12. SCHEDULE 14A INFORMATION

    | ● | 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. |

  13. SCHEDULE 14A INFORMATION

    Your voting instructions must be received by the proxy voting deadlines indicated on your proxy card, which provide that votes via the internet and telephone must be cast by 11:59 p.m. Eastern Time on May 6, 2026; and votes via mail must be received by 10:00 a.m. Eastern Time on May 6, 2026. Even if you plan to attend the Meeting, we encourage you to vote your shares in advance of the Meeting using one of the methods described above. Revocation of Proxy or Changing Your Vote If you are a record holder, you may revoke your proxy or change your vote at any time as follows:

  14. SCHEDULE 14A INFORMATION

    | ● | Online or by Telephone Prior to the Meeting. You may change your vote using the internet or telephone voting method described above, in which case only your latest proxy submitted prior to the Meeting will be counted. Changes must be submitted by 11:59 p.m. Eastern Time on May 6, 2026. |

  15. SCHEDULE 14A INFORMATION

    | ● | By Mail. You may revoke your proxy or change your vote by submitting a later dated proxy or delivering a written notice of revocation to the attention of our Secretary, Angela Petrucci, at National Bank Holdings Corporation, 7800 E. Orchard Road, Suite 300, Greenwood Village, CO 80111. Revocations or changes must be received by our Secretary prior the commencement of the Meeting. |

  16. SCHEDULE 14A INFORMATION

    | ● | During the Annual Meeting. You may change your vote by attending the Meeting and voting during the Meeting prior to the closing of the polls. You will need the control number found on your proxy card or on the instructions that accompanied your Proxy Materials. |

  17. SCHEDULE 14A INFORMATION

    If your shares are held in street name, you must contact the record holder to revoke any prior voting instructions. If you have any questions or require voting assistance, please contact us at IR@nationalbankholdings.com.

  18. SCHEDULE 14A INFORMATION

    | 2026 Annual Proxy Statement | 3 |

  19. SCHEDULE 14A INFORMATION

    Stock Ownership of Certain Beneficial Owners and Management The following table sets forth, as of March 24, 2026, information regarding the beneficial ownership of our common stock by (i) each person known by us to own beneficially more than five percent of the shares of our common stock (our only class of voting securities outstanding); (ii) each of our “Named Executive Officers” or “NEOs” as defined below in “Compensation Discussion and Analysis;” (iii) each director; and (iv) all current directors and executive officers as a group. We have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission (“SEC”). Except as indicated in 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 45,644,935 shares, which number is comprised of 44,692,472 shares of common stock outstanding and 952,463 shares of unvested restricted common stock (which shares of restricted stock are entitled to voting rights), in each case as of March 24, 2026. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of common stock subject to options held by that person that are currently exercisable or exercisable within sixty days of March 24, 2026. 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 (*).

  20. SCHEDULE 14A INFORMATION

    | | Amount and nature of | Percent of | | Name of beneficial owner | beneficial ownership | class | | 5% Shareholders | | | | BlackRock, Inc.(1) 55 East 52nd Street New York, NY 10055 | 5,421,736 | 11.9% | | The Vanguard Group(2) 100 Vanguard Blvd. Malvern, PA 19355 | 4,220,345 | 9.3% | | Named Executive Officers and Directors | | | | G. Timothy Laney(3) | 937,251 | 2.1% | | Aldis Birkans(4) | 322,058 | * | | Nicole L. Van Denabeele(5) | 23,117 | * | | Richard U. Newfield, Jr.(6) | 198,734 | * | | Angela N. Petrucci(7) | 44,891 | * | | Ralph W. Clermont(8) | 76,346 | * | | Robert E. Dean(9) | 32,998 | * | | Robin Doyle(10) | 5,230 | * | | Alka Gupta(11) | 10,539 | * | | Fred J. Joseph(12) | 25,175 | * | | Kirk A. McLaughlin(13) | 602,339 | 1.3% | | Patrick G. Sobers(14) | 22,519 | * | | Micho F. Spring(15) | 35,663 | * | | Art Zeile(16) | 17,349 | * | | All current executive officers and directors as a group (16 persons) | 3,125,184 | 6.8% |

  21. SCHEDULE 14A INFORMATION

    | 4 | National Bank Holdings Corporation |

  22. SCHEDULE 14A INFORMATION

    | (1) As reported on the most recent Schedule 13G/A filed with the SEC on January 23, 2024 by BlackRock, Inc. (“BlackRock”). BlackRock (i) reported sole voting power with respect to 5,346,303 shares and sole dispositive power with respect to 5,421,736 shares; (ii) that various persons have the right to receive or the power to direct the receipt off dividends from or the proceeds from the sale of such shares; and (iii) the interest of one such person, iShares Core S&P Small-Cap ETF, in the Company’s Class A common stock is more than five percent (5%) of the Company’s total outstanding Class A common stock. |

  23. SCHEDULE 14A INFORMATION

    | (2) As reported on the most recent Schedule 13G/A filed with the SEC on February 13, 2024 by The Vanguard Group, Inc. (“Vanguard”). Vanguard reported sole voting power with respect to zero shares, sole dispositive power with respect to 4,164,151 shares, shared voting power with respect to 23,715 shares, and shared dispositive power with respect to 56,194 shares. |

  24. SCHEDULE 14A INFORMATION

    | (3) Includes 449,721 unvested restricted shares for which Mr. Laney has voting power and 232,928 shares issuable upon the exercise of options, 80,278 of which Mr. Laney holds as constructive trustee for the benefit of a former spouse pursuant to a 2021 divorce decree. Also includes 8,859 shares owned by the Timothy Laney 2012 Grantor Retained Annuity Trust. Mr. Laney disclaims beneficial ownership of all shares and options held by him as constructive trustee. |

  25. SCHEDULE 14A INFORMATION

    | (4) Includes 221,730 unvested restricted shares for which Mr. Birkans has voting power and 57,613 shares issuable upon the exercise of options. |

  26. SCHEDULE 14A INFORMATION

    | (5) Includes 10,523 unvested restricted shares for which Ms. Van Denabeele has voting power and 3,886 shares issuable upon the exercise of options. |

  27. SCHEDULE 14A INFORMATION

    | (6) Includes 12,463 unvested restricted shares for which Mr. Newfield has voting power and 44,968 shares issuable upon the exercise of options. |

  28. SCHEDULE 14A INFORMATION

    | (7) Includes 10,677 unvested restricted shares for which Ms. Petrucci has voting power and 20,488 shares issuable upon the exercise of options. |

  29. SCHEDULE 14A INFORMATION

    | (8) Includes 1,936 unvested restricted shares for which Mr. Clermont has voting power. Also includes 59,939 shares owned by the Ralph W. Clermont Irrevocable Trust. |

  30. SCHEDULE 14A INFORMATION

    | (9) Includes 1,659 unvested restricted shares for which Mr. Dean has voting power. |

  31. SCHEDULE 14A INFORMATION

    | (10) Includes 1,659 unvested restricted shares for which Ms. Doyle has voting power. |

  32. SCHEDULE 14A INFORMATION

    | (11) Includes 1,659 unvested restricted shares for which Ms. Gupta has voting power. Also includes 8,057 owned by the Gupta Rastogi Family Trust. |

  33. SCHEDULE 14A INFORMATION

    | (12) Includes 1,659 unvested restricted shares for which Mr. Joseph has voting power. |

  34. SCHEDULE 14A INFORMATION

    | (13) Includes 978 unvested restricted shares for which Mr. McLaughlin has voting power. Also includes 377,982 shares owned by the Gene McLaughlin Estate Trust, 205,204 shares owned through Kirk McLaughlin Enterprises Ltd., and 14,645 shares owned by Ramona McLaughlin over which Mr. McLaughlin has voting power pursuant to power of attorney. |

  35. SCHEDULE 14A INFORMATION

    | (14) Includes 1,659 unvested restricted shares for which Mr. Sobers has voting power. Also includes 17,199 shares owned by the Patrick & Sharon Sobers Revocable Living Trust. |

  36. SCHEDULE 14A INFORMATION

    | (15) Includes 1,659 unvested restricted shares for which Ms. Spring has voting power. |

  37. SCHEDULE 14A INFORMATION

    | (16) Includes 1,659 unvested restricted shares for which Mr. Zeile has voting power. |

  38. SCHEDULE 14A INFORMATION

    | 2026 Annual Proxy Statement | 5 |

  39. SCHEDULE 14A INFORMATION

    Proposal 1 - Election of Directors Size and Composition of Board. In accordance with the terms of the Agreement and Plan of Merger, dated as of September 15, 2025 (the “Merger Agreement”), by and among NBHC, Vista Bancshares, Inc. (“Vista”) and Bryan Wick, solely in his capacity as the shareholders’ representative, as of the effective time of the merger of Vista with and into NBHC the size of the Board was increased by one to consist of a total of ten directors, and Kirk A. McLaughlin, a former director of Vista, became a member of the Board. The current members of the Board are G. Timothy Laney (Chairman), Ralph W. Clermont (independent Lead Director), Robert E. Dean, Robin A. Doyle, Alka Gupta, Fred J. Joseph, Kirk A. McLaughlin, Patrick G. Sobers, Micho F. Spring, and Art Zeile. The ages set forth below are as of the date of our Meeting. Nominees. Upon the recommendation of the Nominating & Governance Committee, the Board has nominated each of the directors named below for reelection to the Board. Other than as set forth in the Merger Agreement, there are no arrangements between any director and any other person pursuant to which such director was or is to be selected as a director or nominee. With the exception of Mr. Laney, who serves as our Chairman and Chief Executive Officer (“CEO”), the Board has determined that each of these nominees is an independent director, as discussed further below under “Director Independence.” 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. 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.

  40. SCHEDULE 14A INFORMATION

    | The Board recommends you vote “FOR” each of the nominees set forth below. |

  41. SCHEDULE 14A INFORMATION

    | 6 | National Bank Holdings Corporation |

  42. SCHEDULE 14A INFORMATION

    | Age: 78 Director Since: 2009 | Ralph W. Clermont Independent Lead Director Audit & Risk Committee Chair Nominating & Governance Committee Member Compensation Committee Member EXPERIENCE AND QUALIFICATIONS Mr. Clermont has served as a director for the Company since 2009 and as the Board’s independent Lead Director since 2014. As the independent Lead Director, Mr. Clermont is an ex officio member of all of our Board committees with full voting rights. He also serves as Chair of the Board’s Audit & Risk Committee and as a board member of both NBH Bank and Bank of Jackson Hole Trust. He is also a member of the Trust Committee of the board of directors of Bank of Jackson Hole Trust. Mr. Clermont has served on the board of directors of Cass Information Systems, Inc. (Nasdaq: CASS) since October 2015, where he also serves on the audit committee and the governance committee. He also serves on the board of directors of Cass Commercial Bank. Mr. Clermont is a certified public accountant and a member of the American Institute of Certified Public Accountants and the Missouri Society of Certified Public Accountants. Mr. Clermont retired in 2008 as Managing Partner of the St. Louis office of KPMG LLP, and was formerly the partner in charge of KPMG’s Midwest financial services practice. Mr. Clermont joined the St. Louis office of KPMG in 1969 and was elected to the partnership in 1977. Mr. Clermont was a member of KPMG’s Assurance Services Committee and was chairman of KPMG’s Quality Improvement Audit Subcommittee. Mr. Clermont spent over 39 years providing services to the banking industry and has had responsibility for the audits of numerous banking organizations. Since retiring, Mr. Clermont has served as a consultant to various banking institutions on strategic planning, risk management and corporate governance matters. Mr. Clermont holds a Bachelor of Science in Accounting. Among other reasons, Mr. Clermont’s expertise in financial and accounting matters for complex financial organizations qualifies him to serve on our Board of Directors. |

  43. SCHEDULE 14A INFORMATION

    | Age: 75 Director Since: 2009 | Robert E. Dean Independent Director Nominating & Governance Committee Chair Audit & Risk Committee Member Compensation Committee Member EXPERIENCE AND QUALIFICATIONS Mr. Dean has served as a director for the Company since 2009 and also serves as Chairman of the Nominating & Governance Committee. Mr. Dean is a private investor. He serves as President and director of his condominium owners association. Since November 2014 through April 2026, Mr. Dean served as a member of the boards of directors of two related Cornerstone closed-end mutual funds (Strategic Investment (CLM) and Total Return (CRF)) and as a member of each audit and nominating and governance committee thereof. From 2000 to 2003, Mr. Dean was with Ernst & Young Corporate Finance LLC, a wholly owned broker-dealer subsidiary of Ernst & Young LLP, serving as a Senior Managing Director and member of the board of managers from 2001 to 2003. From 1976 to 2000, Mr. Dean practiced corporate, banking and securities law with Gibson, Dunn & Crutcher LLP. Mr. Dean co-chaired the firm’s banking practice and advised bank clients on numerous capital markets and merger and acquisition transactions (including FDIC-assisted transactions). Mr. Dean was Partner-in-Charge of the Orange County, California office from 1993 to 1996 and was a member of the law firm’s executive committee from 1996 to 1999. Mr. Dean holds a Juris Doctor and a Bachelor of Arts. Mr. Dean’s substantial experience in bank capital markets and merger and acquisition transactions, bank regulatory matters and public company corporate governance matters qualifies him to serve on our Board of Directors. |

  44. SCHEDULE 14A INFORMATION

    | 2026 Annual Proxy Statement | 7 |

  45. SCHEDULE 14A INFORMATION

    | Age: 62 Director Since: 2024 | Robin A. Doyle Independent Director Audit & Risk Committee Member EXPERIENCE AND QUALIFICATIONS Ms. Doyle has served as a director for the Company since March 2024 and serves on the Board’s Audit & Risk Committee. She is NACD Directorship Certified®. Ms. Doyle is the chair of the board of directors of Dress for Success Central New Jersey and serves as a member of the executive committee, a board member of the New Jersey Chapter of the National Association of Corporate Directors, a board member and Treasurer of her condominium owners association, and serves on the advisory board of the Women’s Data Professional Group of the EDM Council. Ms. Doyle served as a founding board member of the Global Legal Entity Identifier Foundation (GLEIF), where she was chair of the audit and finance committee and vice chair of the governance committee. Ms. Doyle was a founding board member for the Rutgers Business School Center for Women in Business, the Rutgers Business School dean’s advisory board, the board of NJ Junior Achievement and the board of Easter Seals of New Jersey where she also founded the organization’s first audit committee. During her 28 year career at J.P. Morgan (NYSE:JPM), Ms. Doyle served in several senior management roles at the company, including managing director in JPM’s Office of Regulatory Affairs, chief financial officer for the firm’s risk management organization, where she was also an executive member of J.P. Morgan’s board of directors risk policy committee, senior vice president of Chase Home Finance and senior vice president of JPM’s accounting policies group before retiring from JPM in 2021. Prior to joining JPM, Ms. Doyle held roles at Midlantic National Bank (now PNC Bank) in internal audit, at KPMG in their audit department, and at Prudential Insurance Co. Ms. Doyle holds a Masters of Business Administration and Bachelor of Science in Accounting. Ms. Doyle’s distinguished career and expertise in financial services includes managing a number of finance functions, internal and external audit experience and managing a broad range of risk management functions, including risk governance, risk appetite, finance and technology. These experiences qualify her to serve on our Board of Directors. |

  46. SCHEDULE 14A INFORMATION

    | Age: 56 Director Since: 2021 | Alka Gupta Independent Director Audit & Risk Committee Member Compensation Committee Member EXPERIENCE AND QUALIFICATIONS Ms. Gupta has served as a director for the Company since 2021 and serves on the Board’s Audit & Risk Committee and Compensation Committee. Ms. Gupta is a Fortune 500 executive and tech entrepreneur with deep experience in digital transformation. Ms. Gupta currently serves as a director and chair of the Risk Committee of Dwolla Payment, and as the board chair of Digital Frontiers. From 2021 to 2023, Ms. Gupta was a director of MoneyGram International, Inc., where she also was a member of the Compliance and Ethics Committee. She previously served as a Venture Partner at Fin Venture Capital, a fintech B2B focused global venture fund. She was also Co-Founder, former President and member of the board of directors at GlobaliD, Inc. During her tenure at GlobaliD, she led GlobaliD’s growth, including building a high-quality team, launching a cutting-edge product and signing on first digital wallet customers. Prior to this, she was an executive at eBay/PayPal as Head of Strategy for eBay Marketplaces building new growth strategies in areas such as mobile commerce and cross-border payments. She holds a Masters of Business Administration and a Bachelor of Science. Ms. Gupta’s substantial experience in digital payments qualifies her to serve on our Board of Directors. |

  47. SCHEDULE 14A INFORMATION

    | 8 | National Bank Holdings Corporation |

  48. SCHEDULE 14A INFORMATION

    | | Joseph is a past President of the North American Securities Administrators Association (“NASAA”), and also served as a director on NASAA’s Board for almost a decade. Mr. Joseph currently serves as a board member of the Colorado Board of Mortgage Loan Originators, being appointed to that position by the Colorado Governor in 2014, and reappointed in 2018. He also serves as a member of the Investor Issues Committee for the Financial Industry Regulatory Authority (FINRA). In addition, Mr. Joseph serves as an advisory board member for Plains Dedicated, a privately-held trucking company. Mr. Joseph holds a Bachelor of Science degree in Business Administration from Colorado State University-Pueblo and an MBA in Finance and Accounting from Regis University in Denver. Mr. Joseph’s substantial experience in the regulatory fields of financial services and securities qualifies him to serve on our Board of Directors. | | Age: 72 Director Since: 2014 | Fred J. Joseph Independent Director Audit & Risk Committee Member Nominating & Governance Committee Member EXPERIENCE AND QUALIFICATIONS Mr. Joseph has served as a director for the Company since 2014 and serves on the Board’s Audit & Risk Committee and Nominating and Governance Committee. He is a board member of both NBH Bank and Bank of Jackson Hole Trust. He is also a member of the Trust Committee of the board of directors of Bank of Jackson Hole Trust. Mr. Joseph is currently an advisory board member for Plains Dedicated, a privately-held trucking company. From 2014 to 2022, Mr. Joseph served as a board member of the Colorado Board of Mortgage Loan Originators and previously served as a board member of the Investor Issues committee for the Financial Industry Regulatory Authority (FINRA). Mr. Joseph was a financial services regulator for 30 years, retiring at the end of 2013 as the Banking and Securities Commissioner for the State of Colorado, a dual division-head role he assumed in 2011. In these roles, he oversaw the regulatory agency that licenses stockbrokers, brokerage firms and investment advisers in Colorado and had regulatory oversight of state-chartered commercial banks, money transmitters and trust companies in Colorado. From 2008 to 2010, Mr. Joseph served as the Acting Banking Commissioner for the State of Colorado. He was originally appointed as the Securities Commissioner of the State of Colorado in 1999. From 1992 to 1999, he was the Deputy Securities Commissioner for the State of Colorado. In that position, he oversaw the examination functions as well as the administrative matters for the Colorado Division of Securities. Prior to that, he was the Deputy Commissioner of Financial Services in Colorado for eight years, where he was responsible for the examination and regulatory oversight of state-chartered savings and loan associations and credit unions in Colorado. Mr. Joseph is a past President of the North American Securities Administrators Association (“NASAA”), and also served as a director on NASAA’s board for almost a decade. Mr. Joseph holds a Bachelor of Science in Business Administration and a Masters in Finance and Accounting. Mr. Joseph’s substantial experience in the regulatory fields of financial services and securities qualifies him to serve on our Board of Directors. |

  49. SCHEDULE 14A INFORMATION

    | Age: 64 Director Since: 2010 | G. Timothy Laney Chairman of the Board Chief Executive Officer EXPERIENCE AND QUALIFICATIONS Mr. Laney has served as the Company’s Chief Executive Officer since 2010 as well as Chairman of the Board since 2014 and currently holds the same positions and directorships at NBH Bank and Bank of Jackson Hole Trust, including serving as the chairman of the Bank of Jackson Hole Trust’s Trust Committee. Mr. Laney is also a founder of National Bank Holdings Corporation and previously served as the Company’s President from 2010 through 2024 when the roles of Chief Executive Officer and President were split. Mr. Laney has served as a board member of the Federal Reserve Bank of Kansas City Denver Branch since 2025, and also serves as a board member of Finexio and the Moffitt Cancer Center, is the Chairman of the USA Weightlifting Foundation, and is the founder of the NBH Bank Do More Charity Challenge®. Mr. Laney previously served as a board member of the Colorado Bankers Association from 2018 to 2023. Prior to founding the Company, Mr. Laney was Senior Executive Vice President and Head of Business Services at Regions Financial, one of the nation’s largest full-service banks, where he led the transformation of the bank’s wholesale lines of business. Prior to his tenure at Regions Financial, Mr. Laney had a 24-year tenure with Bank of America, where he held senior management roles in small business, commercial banking, private banking, corporate marketing and change management. He also served as President of Bank of America, Florida, with more than 800 banking centers and $50 billion in total assets, and a member of Bank of America’s management operating committee. Mr. Laney brings to our Board of Directors valuable and extensive experience from managing and overseeing a broad range of banking operations for more than 40 years. | | | Joseph is a past President of the North American Securities Administrators Association (“NASAA”), and also served as a director on NASAA’s Board for almost a decade. Mr. Joseph currently serves as a board member of the Colorado Board of Mortgage Loan Originators, being appointed to that position by the Colorado Governor in 2014, and reappointed in 2018. He also serves as a member of the Investor Issues Committee for the Financial Industry Regulatory Authority (FINRA). In addition, Mr. Joseph serves as an advisory board member for Plains Dedicated, a privately-held trucking company. Mr. Joseph holds a Bachelor of Science degree in Business Administration from Colorado State University-Pueblo and an MBA in Finance and Accounting from Regis University in Denver. Mr. Joseph’s substantial experience in the regulatory fields of financial services and securities qualifies him to serve on our Board of Directors. |

  50. SCHEDULE 14A INFORMATION

    | 2026 Annual Proxy Statement | 9 |

  51. SCHEDULE 14A INFORMATION

    | Age: 67 Director Since: 2026 | Kirk A. McLaughlin Independent Director Audit & Risk Committee Member Compensation Committee Member EXPERIENCE AND QUALIFICATIONS Mr. McLaughlin has served as a director and member of the Board's Audit & Risk Committee and Compensation Committee since January 7, 2026, the effective date of the merger of Vista with and into NBHC. Mr. McLaughlin joined Vista in 1982 and served as a director of Vista for 43 years. Mr. McLaughlin served in multiple leadership roles at Vista, including as President of Vista Bank from 1989 until his retirement on January 1, 2018; as Chief Executive Officer of Vista from 2008 to 2015; and as a Trust Officer from 1982 until January 1, 2018. During his time as President, he helped grow Vista and Vista Bank from one banking location in Ralls, Texas to 11 retail locations across the Texas South Plains region, in addition to establishing an operations/administrations center in Lubbock, Texas. Mr. McLaughlin served as the Mayor of the City of Ralls, Texas for two terms and served as a Class A Director of the Federal Reserve Bank of Dallas from 1995 through 2000 (serving as the Chairman of the Audit Committee of the Federal Reserve Bank of Dallas from 1996 through 2000). Mr. McLaughlin also previously served on the boards of the Texas Bankers Association and the Community Bankers Council of the Texas Bankers Association. Mr. McLaughlin was a partner in Caprock Independent Insurance Agency from 1990 until 2010 and held Texas insurance licenses for both Property & Casualty sales and Life and Health sales. Mr. McLaughlin holds a Bachelor of Business Administration in Finance and Accounting from Texas Tech University and completed the Texas Tech School of Banking and the American Bankers Association National Agricultural Credit School. He also completed the Southwestern School of Banking Certified Community Bank Director Program at the Cox School of Business at Southern Methodist University. Mr. McLaughlin’s audit background and his vast experience in the financial services industry qualify him to serve on our Board of Directors. |

  52. SCHEDULE 14A INFORMATION

    | Age: 67 Director Since: 2021 | Patrick G. Sobers Independent Director EXPERIENCE AND QUALIFICATIONS Mr. Sobers has served as a director for the Company since 2021. He also serves as a member of the board of directors of both NBH Bank and Bank of Jackson Hole Trust. Mr. Sobers previously served as the EVP, Head of Business and Consumer Banking for NBH Bank, where he worked from 2012 until his retirement in 2021. Mr. Sobers is currently a member of the board of directors, board Treasurer, and chair of the finance committee of the board of directors of the Denver Seminary, an Emeritus board member and Chair of the Finance Committee of the of the Moffitt Cancer Center Foundation, and a member and Treasurer of the board of directors for Third Way Center. Mr. Sobers has over 30 years of experience in the financial services industry. Prior to joining NBH Bank, he held several leadership positions at Bank of America, including: the Southeast Region’s Consumer Banking Executive; Customer Service and Solutions Executive; Premier Banking and Investments Regional Executive for Florida and Georgia (now Merrill Lynch Wealth Management); and Tampa Market President. He holds a Bachelor of Applied Science in Business Administration. Mr. Sobers has been very active in the communities where he has resided, serving on the boards of numerous civic and charitable organizations. Mr. Sobers’ extensive experience in financial services and banking qualifies him to serve on our Board of Directors. |

  53. SCHEDULE 14A INFORMATION

    | 10 | National Bank Holdings Corporation |

  54. SCHEDULE 14A INFORMATION

    | Age: 76 Director Since: 2009 | Micho F. Spring Independent Director Audit & Risk Committee Member Nominating & Governance Committee Member EXPERIENCE AND QUALIFICATIONS Ms. Spring has served as a director for the Company since 2009 and serves on the Board’s Audit & Risk Committee and Nominating and Governance Committee. She also serves as a member of the board of directors of both NBH Bank and Bank of Jackson Hole Trust. Ms. Spring is currently a senior advisor at Weber Shandwick. Ms. Spring also currently serves as Past Chair and is on the Executive Committee of the Greater Boston Chamber of Commerce. She also serves on numerous boards of civic organizations, including National Association of Corporate Directors (NACD) New England, John F. Kennedy Library Foundation, Friends of Caritas Cubana, and the Whitehead Institute at MIT. From 1992 to 2022, she was a senior executive at Weber Shandwick, where she served as Chief Reputation Officer, Chair of the Global Corporate Practice and President of New England. Prior to joining Weber Shandwick, Ms. Spring was Chief Executive Officer of a Boston Telecommunications Company. Ms. Spring served as Deputy Mayor and Chief of Staff to Boston Mayor Kevin H. White after four years of service in New York City government. She also served as a director of Citizens Bank of Massachusetts, one of the largest state-chartered banks in Massachusetts at the time of her service. Ms. Spring holds a Masters in Public Administration. Ms. Spring’s extensive public policy experience, expertise in public relations, involvement in community activities and knowledge of financial institutions qualify her to serve on our Board of Directors. |

  55. SCHEDULE 14A INFORMATION

    | Age: 62 Director Since: 2016 | Art Zeile Independent Director Compensation Committee Chair Audit & Risk Committee Member EXPERIENCE AND QUALIFICATIONS Mr. Zeile has served as a director for the Company since 2016 and also serves as Chairman of the Compensation Committee and as a member of the Audit & Risk Committee. Mr. Zeile is currently the CEO of DHI Group, Inc. (NYSE: DHX), a leading provider of data, insights and employment connections through its specialized services for technology professionals and other select online communities. Mr. Zeile currently serves on the board of DHI Group, Inc. and also serves as an advisor of the Dispatch Health Advisory board. From 2008 to 2016, Mr. Zeile co-founded and served as the CEO of HOSTING, a pioneer in the cloud hosting space. From 2004 to 2006, he served as a director for Intrado (NASDAQ: TRDO) and served on the audit committee. During that time, he was also a director of several other private companies. His extensive career experience also includes serving as CEO and co-founder of several technology companies. He began his career as an officer in the U.S. Air Force. Mr. Zeile holds a Masters of Public Policy and a Bachelor of Science in Astronautical Engineering. Mr. Zeile’s extensive experience in software, telecommunications, internet, datacenter and security technologies, with a particular focus on cybersecurity, qualifies him to serve on our Board of Directors. |

  56. Director Nomination Process, Director Qualifications and Skills

    Director Nomination Process, Director Qualifications and Skills Director Selection Process. 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, whether for election by the shareholders or to fill any vacancies that may occur. The Nominating & Governance Committee may consider director candidates from a wide range of sources, including referrals from shareholders, officers, and directors. Director Qualifications. The Nominating & Governance Committee considers experience, skills, age and self-identified diversity attributes in its assessment of potential nominees for Board membership. The Board has continually sought directors with backgrounds and skills important to the priorities of the Company, which continue to evolve in connection with our strategic objectives, including our digital strategy. The breadth and experience of this Board is reflected in the Board Skills Matrix chart below. Each director and nominee possesses numerous other skills, experience and competencies not identified below. Identification in the table below represents a significant area of experience or expertise which the Board considers to contribute significantly to the overall Board skill set. A director or nominee may possess an experience or expertise even if such is not identified in the table. Director and nominee biographies above under “Proposal 1 – Election of Directors” describe each person’s background and relevant experience in more detail. Board Refreshment. The Board is committed to ongoing refreshment to ensure it maintains an effective balance of skills, experience, diversity, and independent perspectives. Over the past five years, we have strategically added four new Board members with important experience and skillsets. These have included Patrick G. Sobers (August 2021), Alka Gupta (November 2021), Robin A. Doyle (March 2024), and Kirk A. McLaughlin (January 2026). 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. Ms. Doyle added significant experience in accounting, risk management and regulatory affairs when she joined the Board in 2024. This year, Mr. McLaughlin added significant banking experience and civic leadership due to his 40 years of experience in financial services, governance and non-profit organizations. Further, he qualifies as an “audit committee financial expert” as defined by SEC regulations. As a result of these efforts, the Board today reflects a well-balanced mix of skills, tenure and age. The Board believes that this thoughtful approach to refreshment enhances oversight, supports long term strategy, and

  57. Director Nomination Process, Director Qualifications and Skills

    | 2026 Annual Proxy Statement | 15 |

  58. Director Nomination Process, Director Qualifications and Skills

    ensures that our directors collectively possess the diverse qualifications, experience and expertise necessary to guide the Company’s future growth and success. Shareholder Nominations. Shareholders are welcome to recommend candidates for membership on the Board. The Nominating & Governance Committee, in accordance with its charter, will evaluate shareholder recommended 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 below under “2027 Annual Meeting of Shareholders – Shareholder Proposals.” 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, which 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 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 filing required to be made in connection with the 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.

  59. Doing Good at NBH

    | ● | director compensation should be sufficient to attract and retain high caliber experienced directors and commensurate with the work required and responsibilities undertaken; and |

  60. 2025 Director Compensation Table

    2025 Director Compensation Table

  61. 2025 Director Compensation Table

    | | Fees earned or paid | Stock | | | | in cash | awards | Total | | Name | ($)(1) | ($)(2)(3) | ($) | | Ralph W. Clermont | 115,000 | 140,000 | 255,000 | | Robert E. Dean | 95,000 | 120,000 | 215,000 | | Robin A. Doyle | 75,000 | 120,000 | 195,000 | | Alka Gupta | 75,000 | 120,000 | 195,000 | | Fred J. Joseph | 75,000 | 120,000 | 195,000 | | Patrick G. Sobers | 75,000 | 120,000 | 195,000 | | Micho F. Spring | 75,000 | 120,000 | 195,000 | | Art Zeile | 95,000 | 120,000 | 215,000 |

  62. 2025 Director Compensation Table

    | 2026 Annual Proxy Statement | 21 |

  63. 2025 Director Compensation Table

    | (1) All of Ms. Spring’s cash retainer for 2025 was deferred under the Company’s Nonqualified Deferred Compensation Plan. |

  64. 2025 Director Compensation Table

    | (2) Represents the aggregate grant date fair market value of the restricted common stock awards granted to each of our non-employee directors (other than Mr. McLaughlin) in 2025, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“FASB ASC Topic 718”), using the valuation assumptions described in Note 15, “Stock-Based Compensation and Benefits” of our consolidated financial statements filed with the SEC on Form 10-K for the fiscal year ended December 31, 2025. |

  65. 2025 Director Compensation Table

    | (3) As of December 31, 2025, our non-employee directors (other than Mr. McLaughlin) held the following unvested restricted stock: 1,936 shares of unvested restricted stock with respect to Mr. Clermont, and 1,659 shares of unvested restricted stock with respect to Messrs. Dean, Joseph, Sobers, and Zeile and Mses. Doyle, Spring, and Gupta. |

  66. 2025 Director Compensation Table

    Certain Relationships and Related Person Transactions

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

    | ● | balance compensation to reward both short-term results and the strategic decisions and actions required to build a sustainable enterprise and create long-term value; |

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

    | ● | attract and retain highly qualified executives through a balance of cash and equity compensation. |

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

    | Compensation Component | Purpose | Considerations | | Base Salary: Cash | To provide a fixed amount of cash compensation reflective of level and scope of responsibility and competitive practice. | NEO salary levels are based on: ■ experience; ■ scope of responsibilities; ■ individual performance; and ■ competitiveness with salary ranges at other banking organizations. | | Short-Term Incentive Compensation: Cash | To motivate and reward our NEOs for meeting or exceeding corporate, business line and individual performance goals. | The annual short-term incentive for our NEOs is 70% tied to quantitative financial metrics and 30% to qualitative metrics. | | Long-Term Incentive Compensation: Equity Awards | Equity compensation links performance with the interests of our shareholders, promotes a long-term focus, and acts as an effective retention tool for key talent. | ■ 50% of the value in the form of performance stock units that vest after a three-year performance period based on the achievement of financial and shareholder return metrics. ■ 50% of the value is in the form of time-based restricted stock that vests over a three-year service period. |

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

    | Benefits & Perquisites | Benefits are designed to be generally competitive with other banking institutions. | We provide limited perquisites to our NEOs where we believe there is a strong business rationale for providing them (e.g., optimizing executive’s ability to be productive, safe and efficient). | | Change in Control and Severance Arrangements | Employment agreements or change of control agreements, which include severance benefits and certain change in control benefits, are intended to reinforce and encourage the continued attention and dedication of our NEOs. | We believe change in control and severance arrangements are an effective tool in attracting and retaining talent. All equity awards granted in 2025 to our NEOs contain a double-trigger acceleration of equity upon a change in control. |

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

    | ● | Double-trigger Acceleration of Equity. All of our outstanding unvested equity awards held by our NEOs and all future equity awards to be granted to our NEOs under the Omnibus Plan contain a double-trigger acceleration of equity upon a change in control. |

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

    | ● | Independent Compensation Consultant. The Compensation Committee engages an independent compensation consultant for advice with respect to the Company’s executive compensation program. |

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

    | ● | Capped Payouts. The maximum payouts under our 2025 Short-Term Incentive Plan (“STIP”) are limited to 157.5% of the target opportunity for our NEOs. The maximum payouts under our long-term performance-based equity awards are limited to 150% of the target opportunity for all NEOs. |

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

    | ● | No Tax Gross Ups on Change in Control Payments. The Company does not provide for tax gross ups on change in control payments. |

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

    | ● | Prohibition on Repricing of Stock Options or Stock Appreciation Rights. Our equity plans prohibit the repricing of stock options or stock appreciation rights. |

  76. Setting Compensation for our Named Executive Officers

    Role of Independent Compensation Consultant 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 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. 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 in connection with its compensation programs. Role of Management Our CEO and CAO 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 the NEOs (other than the CEO). Our CRMO 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 Market pay levels and practices, including those of our 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. 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 2024, 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 2025 executive compensation. The Compensation Committee considered, among other things, median market capitalization, asset size, revenue size, geography, investment in financial technology, 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 no changes to its peer group from the prior year. Thus, the Compensation Committee approved the following peer group of 20 institutions for setting executive compensation for 2025 (the “2025 Peer Group”):

  77. Setting Compensation for our Named Executive Officers

    The companies in the resulting 2025 Peer Group had a median asset size of $10.7 billion and a median market capitalization of $1.2 billion (as of July 30, 2024). In 2025, the Compensation Committee again conducted its annual review of the executive compensation peer group with the assistance of Pay Governance and other advisors. During this year’s review, the Compensation Committee considered, among other things, the anticipated impact of the acquisition of Vista on the Company post-acquisition and future valuation estimates provided by investment banking advisors, the Company’s strategic plan to increase asset size to $15 to $20 billion through M&A and organic growth, and the continued focus on growth in tech-forward initiatives. The Compensation Committee also considered the impact of consolidation within the companies in the 2025 Peer Group. Based on this evaluation, the Compensation Committee made the following changes to its peer group for executive compensation decisions impacting 2026 compensation of our NEOs: (i) removed Beacon Financial Corporation (which was the successor to Brookline Bancorp, Inc.), Veritex Holdings, Inc., Eagle Bancorp Inc., Amerant Bancorp, Inc., Stock Yards Bancorp, Inc., Flushing Financial Corporation, Preferred Bank, Heritage Financial Corporation and Lakeland Financial Corporation and (ii) added Texas Capital Bancshares, Inc., United Community Banks, Inc., Simmons First National Corporation, Home Bancshares, Inc., WSFS Financial Corporation, Merchants Bancorp, First Busey Corporation, FB Financial Corporation and First Financial Bankshares, Inc. These changes were made to improve relative market cap positioning of the Company among the peer companies, after taking into consideration the Company’s acquisition of Vista, to continue to reflect appropriate representation of tech-forward banks and to proactively reflect the Company’s strategic growth plans. With this repositioning, the Compensation Committee approved the following peer group for executive compensation decisions executed in 2026:

  78. Setting Compensation for our Named Executive Officers

    The companies in the resulting 2026 executive compensation peer group have a median asset size of $17.5 billion and a median market capitalization of $2.8 billion (as of August 31, 2025). The Compensation Committee determined that the peer group set forth above has strong alignment with the Company and is representative of a diverse group of financial institutions that provide the necessary breadth to be meaningful in evaluating NEO compensation for 2026. 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 officers with roles

  79. Setting Compensation for our Named Executive Officers

    comparable to the Company’s executive officers at these peer companies, using available data from peer company proxy statements. The Compensation Committee also considers 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.

  80. Executive Compensation Framework

    Executive Short-Term Incentive Plan Compensation 2025 Executive Short-Term Incentive Plan Design The Compensation Committee awards cash incentive compensation pursuant to the terms of the 2025 STIP, which was established pursuant to the Omnibus Plan. Under the 2025 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 NEOs in the event of exceptional individual performance. The below reflects the payout opportunity structure under the 2025 STIP:

  81. Executive Compensation Framework

    | Named Executive Officer | Base salary(1) | Threshold as % of target | Threshold payout | | Target as % of salary | Target payout | | Maximum as % of target(2) | Maximum payout | | | G. Timothy Laney | $930,769 | 50% | | 465,385 | 100% | | 930,769 | 157.5% | | 1,465,961 | | Aldis Birkans | $590,385 | 50% | | 236,154 | 80% | | 472,308 | 157.5% | | 743,885 | | Nicole L. Van Denabeele | $355,385 | 50% | | 115,500 | 65% | | 231,000 | 157.5% | | 363,825 | | Richard U. Newfield, Jr. | $430,000 | 50% | | 139,750 | 65% | | 279,500 | 157.5% | | 440,213 | | Angela N. Petrucci | $373,077 | 50% | | 121,250 | 65% | | 242,500 | 157.5% | | 381,938 |

  82. Executive Compensation Framework

    | (1) Amounts in this column reflect the earnings paid in 2025 (i.e., STIP eligible earnings). |

  83. Executive Compensation Framework

    | (2) 157.5% is the maximum payout that can be achieved and requires the NEO to receive a rating allowing for 200% achievement of the Qualitative Individual performance metric. |

  84. Executive Compensation Framework

    2025 STIP Structure In its establishment of the 2025 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 each of the NEOs, 70% of the total 2025 STIP bonus should be based on the attainment of specific quantitative financial metrics as interpolated for performance between threshold, target and maximum levels of performance. There is no payout with respect to a given metric if the threshold level of performance is not achieved. The financial metrics and relative targets established are a reflection of what the Compensation Committee deemed important in the beginning of the performance period to align the NEOs’ performance with the achievement of the Company’s strategic goals, as well as key financial targets. The 2025 STIP included Core Net Income and Asset Quality (Non-Performing Assets Ratio) (each as defined below) weighted at 70% in the aggregate, which the Compensation Committee determined were the most important metrics to drive overall corporate performance. In addition, the Compensation Committee determined that 30% of the 2025 STIP bonus should be based on qualitative metrics, with 15% of the 2025 STIP based on Enterprise Risk Management (“ERM”) and the remaining 15% based upon individual performance, as further described below. 2025 STIP Goal Setting In establishing the performance metrics for the 2025 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. 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, and projected economic conditions for the upcoming year. Our annual profit plan for 2025 factored in key assumptions regarding credit performance metrics of our loan portfolio

  85. Executive Compensation Framework

    | Performance Metrics | Weighting | Threshold | Target | Maximum | Actual | Weighting Achieved | | Core Net Income ($ in thousands)(1) | 40% | $105,137 | $123,691 | $129,876 | $118,034 | 34% | | Asset Quality (Non-Performing Assets Ratio)(2) | 30% | 0.90% | 0.65% | 0.50% | 0.36% | 45.0% | | ERM (Qualitative)(3) | 15% | 80% | 100% | 120% | 150% | 22.5% | | Payout Range for Each Metric | | 50% | 100% | 150% | | | | Qualitative – Individual | 15% | 80% | 100% | 120% | 90-120% | 11.3-22.5% | | Payout Range for Metric | | 50% | 100% | 150% or 200%* | | | | | | | | | TOTAL PAYOUT: | 112.7-123.9%* |

  86. Executive Compensation Framework

    | f | | | | Named Executive Officer | Total Calculated Payout under the 2025 STIP (as a percentage of target) | Total STIP payment for 2025 | | G. Timothy Laney | 123.9% | $1,153,241 | | Aldis Birkans | 120.2% | $567,487 | | Nicole L. Van Denabeele | 123.9% | $286,214 | | Richard U. Newfield, Jr. | 112.7% | $314,862 | | Angela N. Petrucci | 123.9% | $300,461 |

  87. Equity Compensation

    Equity Compensation 2025 Long-Term Equity Awards and Equity Mix The equity awards granted in 2025 took the following forms:

  88. Equity Compensation

    | 1. | Time-Based Restricted Stock Awards |

  89. Equity Compensation

    | 2. | Three-Year Performance Stock Unit Awards (PSUs) |

  90. Equity Compensation

    The target equity mix for the CEO and the other NEOs was 50% performance-based for the standard annual equity awards granted in 2025 to reward and incent performance and to promote retention. The Compensation Committee approved equity awards to the NEOs in 2025 as follows:

  91. Equity Compensation

    | Named Executive Officer | Total equity award value as a percentage of salary(1) | Equity award value(2) | Approximate value of PSUs | Approximate value of restricted stock | | G. Timothy Laney | 170% | $1,444,946 | 50% | 50% | | Aldis Birkans | 125% | $656,197 | 50% | 50% | | Nicole L. Van Denabeele | 70% | $237,893 | 50% | 50% | | Richard U. Newfield, Jr. | 85% | $365,425 | 50% | 50% | | Angela N. Petrucci | 70% | $244,933 | 50% | 50% |

  92. Equity Compensation

    | (1) The equity percentages were based on an annual base salary for each of the executives as follows: $850,000 for Mr. Laney, $525,000 for Mr. Birkans, $340,000 for Ms. Van Denabeele, $430,000 for Mr. Newfield and $350,000 for Ms. Petrucci. |

  93. Equity Compensation

    | (2) Reflects the grant date fair value as of April 1, 2025, the grant date. |

  94. Equity Compensation

    | 2026 Annual Proxy Statement | 41 |

  95. Equity Compensation

    Restricted Stock Awards The Compensation Committee awarded time-based restricted stock to each of our NEOs that vest in one-third increments over three years. The Compensation Committee believes equity in this form continues to be an important element to ensure retention of its key executives and to reinforce a culture of ownership across our leadership team. Three-Year Performance Stock Unit Awards The Company believes the award of PSUs is an important part of its long-term incentive program because it aligns a significant portion of each executive’s compensation to Company performance over an extended period and aligns the performance goals with the long-term corporate objectives of the Company. We believe linking compensation to long-term Company performance encourages prudent risk management and discourages excessive risk taking for short-term gain. In 2025, the Compensation Committee granted each of the NEOs a long-term performance stock unit award (“2025 PSU Award”) that vests based on the Company’s achievement of three metrics over a three-year performance period (covering January 1, 2025 through December 31, 2027). The Compensation Committee determined it was appropriate to divide the 2025 PSU Award among one Company-based financial performance metric (Cumulative Adjusted Earnings Per Share (“EPS”)) and two market-based metrics relative to a defined group of peer banks within the S&P 600 Regional Bank Group as of January 1, 2025 (Relative Total Shareholder Return (“Relative TSR”) and Relative Return on Tangible Assets (“Relative ROTA”)). The Compensation Committee believes that a combination of Relative ROTA, Relative TSR and Cumulative Adjusted EPS over a three-year period is meaningful to properly incentivize long-term performance by executives and closely align pay with the long-term creation of shareholder value. Moreover, the Compensation Committee allocated equal weighting across all three metrics for the 2025 PSU Awards given their relative impact on the financial performance of the Company and contribution to shareholder value. The 2025 PSU Award will vest on April 1, 2028 and the number of shares delivered upon vesting will be based upon the Compensation Committee’s certification of the attainment of the results at the end of the three-year performance period. The equity payouts at threshold, target, and maximum levels are 50%, 100% and 150%, respectively, and the number of shares delivered under the 2025 PSU Award will be interpolated between performance levels. Dividends accrue during the three-year performance period and are paid in proportion to the number of earned PSUs on the vesting date. The three financial metrics and respective weightings for the 2025 PSU Awards are as follows:

  96. Equity Compensation

    | Performance Metric | Award Value Weighting | Threshold | Target | Maximum | | Cumulative Adjusted Earnings Per Share (EPS)(1) | 33% | $8.57 | $10.09 | $10.59 | | Relative Return on Tangible Assets (ROTA)(2) | 33% | 35th | 50th | 75th | | 3-year Relative Total Shareholder Return (TSR) (percentile rank)(3) | 33% | 35th | 50th | 75th | | Equity Payout Amount | 100% | 50% | 100% | 150% |

  97. Equity Compensation

    | (1) Cumulative Adjusted EPS is the sum of the Company’s earnings per share under GAAP for each of the fiscal years ending December 31, 2025, 2026 and 2027, as reported in the Company’s audited financial statements in the Company’s Annual Report on Form 10-K, as adjusted to eliminate the effects of the following: (a) changes in law or accounting principles, (b) one-time effects of merger and acquisition charges, (c) gains or losses on the extinguishment of debt or the sale of investment securities, (d) restructuring charges and (e) other extraordinary items that the Compensation Committee deems appropriate (collectively, “Discretionary Adjustments”). |

  98. Equity Compensation

    | (2) Relative ROTA is measured against the ROTA for companies in the S&P 600 Regional Bank Group. If the Company has a negative ROTA for any calendar year during the performance period, ROTA-based shares will not settle for more than target. The Compensation Committee shall have the discretion to |

  99. Equity Compensation

    | 42 | National Bank Holdings Corporation |

  100. Equity Compensation

    | adjust ROTA for certain Discretionary Adjustments provided that the corresponding Discretionary Adjustment has been made across all respective companies in the S&P 600 Regional Bank Group. |

  101. Equity Compensation

    | (3) Relative TSR is measured against the TSR for companies in the S&P 600 Regional Bank Group as of January 1, 2025, and assumes dividends are reinvested in company shares on the ex-dividend date. If the Company has a negative TSR for the performance period, TSR-based shares will not settle for more than target. |

  102. Equity Compensation

    2026 Performance Stock Unit Award Design The PSUs awarded in 2026 will continue to vest based on the Company’s performance over a three-year period and have maintained the same three metrics as the 2025 PSU Awards; however, Relative TSR will be used as a modifier rather than a weighted metric to focus the primary measurement on operating performance. Under the 2026 long-term incentive plan design, the Relative TSR modifier will recognize underperformance or overperformance against the S&P 600 Regional Bank Group. Vesting of 2023 Performance Stock Unit Awards The PSUs that were granted in 2023 (the “2023 PSUs”) were subject to performance vesting conditions tied to Cumulative Adjusted EPS and TSR relative to a defined group of peer banks within the KBW Regional Banking Index (the “KRX Index”) as of January 1, 2023 (“Relative TSR-KRX”), in each case over the period from January 1, 2023 to December 31, 2025. For the 2023 PSUs, the Compensation Committee selected Cumulative Adjusted EPS and Relative TSR-KRX to incent performance by executives in alignment with the long-term corporate objectives of the Company and to closely align pay with the long-term creation of shareholder value. The Relative TSR-KRX metric also included a cap on payout of the 2023 PSUs at 100% of target if our Relative TSR-KRX is negative during the performance period. The Compensation Committee believes this cap provides important balance to ensure alignment with shareholder outcomes, governance expectations and a sound pay‑for‑performance philosophy. In 2026, the Compensation Committee reviewed the Company’s actual performance against the Cumulative Adjusted EPS and Relative TSR-KRX targets during the performance period (as further described below) and confirmed that the 2023 PSU awards achieved a payout of 43% of target. A summary of the Company’s performance as measured against the targets, and the resulting payout, is set forth below:

  103. Equity Compensation

    | | | Performance Goals | | | Results | | | Performance Metric | Award Value Weighting | Threshold (50% Payout) | Target (100% Payout) | Max (150% Payout) | Actual Performance | Percent of Target Payout | | Cumulative Adjusted Earnings Per Share (EPS) (1) | 60% | $10.10 | $11.89 | $12.48 | $10.90 | 72% | | 3-year Relative TSR (percentile rank) (2) | 40% | 35th | 50th | 75th | 13th | 0% | | | | | | | Total: | 43% |

  104. Equity Compensation

    | (1) Cumulative Adjusted EPS is the sum of the Company’s EPS under GAAP for each of the fiscal years during the performance period, as reported in the Company’s audited financial statements in the Company’s Annual Report on Form 10-K, as adjusted in the Compensation Committee’s discretion to eliminate the effects of the Discretionary Adjustments. |

  105. Equity Compensation

    | (2) Relative TSR is measured against the TSR for companies in the KRX Index as of January 1, 2023 and assumes dividends are reinvested in additional shares on the ex-dividend date. If the Company has a negative absolute TSR for the three-year cumulative performance period, TSR-based shares will not settle for more than target. |

  106. Equity Compensation

    | 2026 Annual Proxy Statement | 43 |

  107. Policies and Practices Related to the Timing of Equity Awards

    Policies and Practices Related to the Timing of Equity Awards In 2025, we did not grant any stock options, stock appreciation rights or similar awards and we do not currently plan to grant stock options, stock appreciation rights or other similar appreciation-based awards as incentive compensation to any executive officer, director or associate. Accordingly, the Compensation Committee does not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation, and it does not take material non-public information into account when determining the timing and terms of such awards. Although we have not adopted a formal policy regarding the timing of equity award grants, including stock option grants, the Compensation Committee generally approves equity award grants during a regularly scheduled meeting in the first quarter of the fiscal year. The Compensation Committee does not grant equity awards in anticipation of the release of material non-public information, nor is the timing of disclosures of material non-public information based on equity award grant dates.

  108. Clawback Policy

    Clawback Policy Each executive officer’s employment agreement contains a clawback provision, which requires the executive to reimburse the Company for all amounts received under any incentive compensation plans and any gains realized on the sale of the Company’s securities, in each case during the 12 month period following the first public issuance or filing with the SEC (whichever first occurs) of the financial document embodying such financial reporting requirement, if the Company is required to prepare an accounting restatement due to material noncompliance of the Company with any financial reporting requirement as a result of misconduct. The clawback provision also provides that if the executive is found guilty of misconduct by any judicial or administrative authority in connection with any (1) formal investigation by the SEC or (2) other federal or state regulatory investigation, the Compensation Committee may require the repayment of any gain realized on the exercise of an award under any equity compensation plan without regard to the timing of the determination of misconduct in relation to the timing of the exercise of the award. In addition, each NEO’s equity award agreements include a similar clawback provision, including a clause whereby if the executive has engaged in a serious breach of conduct, the Compensation Committee may require the executive to forfeit the unvested award and/or require the executive to repay any amounts realized upon the vesting of the award or on the subsequent sale of the shares underlying the award. In addition to the Company’s rights under the individual contractual clawback provisions, the Compensation Committee adopted a Compensation Recovery Policy in November 2023 that mandates incentive-based compensation recovery as required by applicable SEC and NYSE rules. The policy applies to the Company’s executive officers and requires recovery of incentive-based compensation erroneously received by executive officers after an accounting restatement as required under those rules.

  109. Summary Compensation Table

    Summary Compensation Table The following summary compensation table sets forth the total compensation paid or accrued for the years ended December 31, 2025, 2024 and 2023 (as applicable) for each of our NEOs.

  110. Summary Compensation Table

    | | | | | | | | Nonqualified | | | | | | | | | | Non-equity | deferred | | | | | | | | Stock | Option | incentive plan | compensation | All other | | | Name and principal | | Salary | Bonus | awards | awards | compensation | earnings | compensation | Total | | position | Year | ($) | ($) | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($) | ($) | | G. Timothy Laney | 2025 | 930,769 | — | 1,444,946 | — | 1,153,241 | — | 196,996(5) | 3,725,952 | | Chairman and | 2024 | 850,000 | — | 1,664,934 | — | 1,208,700 | — | 222,205 | 3,945,839 | | Chief Executive Officer | 2023 | 850,000 | — | 1,160,363 | 281,148 | 1,114,350 | — | 172,240 | 3,578,101 | | Aldis Birkans | 2025 | 590,385 | — | 656,197 | — | 567,487 | 4,641 | 89,249(6) | 1,907,959 | | President | 2024 | 518,077 | — | 687,190 | — | 589,570 | 4,771 | 88,999 | 1,888,607 | | | 2023 | 469,846 | — | 373,643 | 92,046 | 461,652 | 2,688 | 61,764 | 1,461,640 | | Nicole L. Van Denabeele | 2025 | 355,385 | — | 237,893 | — | 286,214 | — | 39,587(7) | 919,079 | | Chief Financial Officer | 2024 | 292,692 | — | 116,888 | — | 191,874 | — | 238,138 | 839,592 | | | — | — | — | — | — | — | — | — | — | | Richard U. Newfield, Jr. | 2025 | 430,000 | — | 365,425 | — | 314,862 | 16,968 | 36,997(8) | 1,164,252 | | EVP, Chief Risk | 2024 | 425,846 | — | 419,916 | — | 352,227 | 10,634 | 36,995 | 1,245,618 | | Management Officer | 2023 | 406,000 | — | 262,653 | 65,196 | 345,730 | 6,033 | 42,252 | 1,127,864 | | Angela N. Petrucci | 2025 | 373,077 | — | 244,933 | — | 300,461 | 118 | 22,387(9) | 940,976 | | EVP, Chief Administrative | 2024 | 345,385 | — | 282,994 | — | 294,785 | 99 | 36,774 | 960,037 | | Officer & General Counsel | 2023 | 326,538 | — | 175,650 | 43,446 | 256,675 | 50 | 18,866 | 821,225 |

  111. Summary Compensation Table

    | (1) The amounts in this column reflect the grant date fair value of the restricted stock and performance stock units awarded to the NEOs in 2025 in accordance with FASB ASC Topic 718. See Note 15, “Stock-Based Compensation and Benefits” of our consolidated financial statements filed with the SEC on Form 10-K for the fiscal year ended December 31, 2025 for an explanation of the assumptions made in valuing these awards. Specifically, the values for the performance stock units are based upon the Company’s stock price (for the Cumulative Adjusted EPS target portion) and by using a Monte Carlo Simulation (for the Relative TSR target and Relative ROTA target portions) as of the grant date, respectively. The actual number of shares earned for the performance stock units is dependent on the Company’s performance during the performance measuring period, therefore actual results may vary. |

  112. Summary Compensation Table

    For the first part of the performance stock units that are subject to performance conditions (the Cumulative Adjusted EPS metric), the value of such award assuming the highest level of performance condition is achieved under the 2023, 2024, and 2025 awards is $632,595, $416,209, and $361,240, respectively, for Mr. Laney; $207,084,$171,774, and $164,043, respectively, for Mr. Birkans; $146,655,$104,955, and $91,333, respectively, for Mr. Newfield; and $97,720, $70,749, and $61,235, respectively, for Ms. Petrucci. The value for Ms. Van Denabeele was $17,953 for 2024 and $59,447 for 2025. For the second part of the performance stock units that are subject to performance conditions (the Relative ROTA metric), the value of such award assuming the highest level of performance condition is achieved under the 2024 and 2025 awards are $416,209 and $361,240, respectively, for Mr. Laney; $171,774 and $164,043, respectively, for Mr. Birkans; $17,953 and $59,447, respectively, for Ms. Van Denabeele; $104,955 and $91,333, respectively, for Mr. Newfield; and $70,749 and $61,235, respectively, for Ms. Petrucci. For that part of the performance stock units that is subject to market conditions (the Relative TSR metric), the potential maximum value is factored into the calculated grant date fair value for the 2023, 2024, and 2025 awards, which is $421,730, $416,249, and $361,220, respectively, for Mr. Laney; $138,047, $171,810, and $164,024, respectively, for Mr. Birkans; $97,781, $104,992, and $91,355, respectively, for Mr. Newfield, and $65,147, $70,745, and $61,225, respectively, for Ms. Petrucci. The value for Ms. Van Denabeele was $17,961 for 2024 and $59,487 for 2025. In 2023, the Company granted profits interest in the form of Class B Units of 2UniFi, LLC, a wholly owned subsidiary of the Company (the “2UniFi Profits Interests Awards”), to each of Messrs. Laney, Birkans, Newfield and Ms. Petrucci, which had a grant date fair value of $35,750 for Mr. Laney, $5,500 for Mr. Birkans and $1,925 for Mr. Newfield and Ms. Petrucci, respectively. Such awards were previously disclosed in the Company’s annual proxy statement filed with the SEC on March 29, 2024.

  113. Summary Compensation Table

    | (2) The amounts in this column reflect the grant date fair value of stock option awards granted to our NEOs, determined in accordance with FASB ASC Topic 718. The grant date fair value of the stock options is estimated using the Black-Scholes option pricing model. See Note 15 “Stock-Based Compensation and Benefits” to our consolidated financial statements filed with the SEC on Form 10-K for the fiscal year ended December 31, 2025 for an explanation of the assumptions made in valuing these awards. |

  114. Summary Compensation Table

    | 48 | National Bank Holdings Corporation |

  115. Summary Compensation Table

    | (3) Amounts in this column represent cash bonuses we paid under the 2025 STIP. See “Review of 2025 STIP Performance Metrics Results by the Compensation Committee” above. |

  116. Summary Compensation Table

    | (4) Any amounts reported in this column represent the above-market portion of interest earned in a fixed rate investment option under our Nonqualified Deferred Compensation Plan. |

  117. Summary Compensation Table

    | (5) Includes Company matching contributions to the 401(k) plan and Nonqualified Deferred Compensation Plan of $10,500 and $64,184, respectively, $110,426 representing the value of personal use of the Corporate Aircraft in 2025, and imputed income on insurance premiums of $11,886. |

  118. Summary Compensation Table

    | (6) Includes Company matching contributions to the 401(k) plan and Nonqualified Deferred Compensation Plan of $10,500 and $35,399, respectively, $42,297 representing the value of personal use of the Corporate Aircraft in 2025, and imputed income on insurance premiums of $1,053. |

  119. Summary Compensation Table

    | (7) Includes Company matching contributions to the 401(k) plan and Nonqualified Deferred Compensation Plan of $10,500 and $16,418, respectively, $11,980 representing the value of personal use of the Corporate Aircraft in 2025, and imputed income on insurance premiums of $689. |

  120. Summary Compensation Table

    | (8) Includes Company matching contributions to the 401(k) plan and Nonqualified Deferred Compensation Plan of $10,500 and $23,467, respectively, and imputed income on insurance premiums of $3,030. |

  121. Summary Compensation Table

    | (9) Includes Company matching contributions to the 401(k) plan and Nonqualified Deferred Compensation Plan of $10,500 and $11,192, respectively, and imputed income on insurance premiums of $695. |

  122. Summary Compensation Table

    | 2026 Annual Proxy Statement | 49 |

  123. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table sets forth certain information with respect to plan-based awards granted to each of our NEOs during 2025:

  124. 2025 Grants of Plan-Based Awards

    | | | | | | | | | | All | All | | Grant | | | | | | | | | | | other | other | | date | | | | | | | | | | | stock | option | | fair | | | | | | | | | | | awards: | awards: | Exercise | value | | | | | | | | | | | Number of | Number of | or base | of stock | | | | | Estimated potential payouts under | | | Estimated future payouts under | | | shares | securities | price of | and | | | | Date of | non-equity incentive plan awards(1) | | | equity incentive plan awards(2) | | | of stock | underlying | option | option | | | | Committee | Threshold | Target | Maximum | Threshold | Target | Maximum | or units | options | awards | awards | | Name | Grant date | Approval | ($) | ($) | ($) | (#) | (#) | (#) | (#) | (#) | ($/Sh) | ($)(3) | | G. Timothy Laney | — | — | 465,385 | 930,769 | 1,465,961 | — | — | — | — | — | — | — | | | 04/01/2025 | 02/25/2025 | — | — | — | — | — | — | — | — | — | — | | | 04/01/2025 | 02/25/2025 | — | — | — | — | — | — | 18,795(4) | — | — | 722,480 | | | 04/01/2025 | 02/25/2025 | — | — | — | 10,006 | 20,011 | 30,017 | — | — | — | 722,467 | | Aldis Birkans | — | — | 236,154 | 472,308 | 743,885 | — | — | — | — | — | — | — | | | 04/01/2025 | 02/25/2025 | — | — | — | — | — | — | — | — | — | — | | | 04/01/2025 | 02/25/2025 | — | — | — | — | — | — | 8,536(4) | — | — | 328,124 | | | 04/01/2025 | 02/25/2025 | — | — | — | 4,544 | 9,087 | 13,631 | — | — | — | 328,073 | | Nicole L. Van Denabeele | — | — | 115,500 | 231,000 | 363,825 | — | — | — | — | — | — | — | | | 04/01/2025 | 02/25/2025 | — | — | — | — | — | — | — | — | — | — | | | 04/01/2025 | 02/25/2025 | — | — | — | — | — | — | 3,095(4) | — | — | 118,972 | | | 04/01/2025 | 02/25/2025 | — | — | — | 1,647 | 3,294 | 4,941 | — | — | — | 118,921 | | Richard U. Newfield, Jr. | — | — | 139,750 | 279,500 | 440,213 | — | — | — | — | — | — | — | | | 04/01/2025 | 02/25/2025 | — | — | — | — | — | — | — | — | — | — | | | 04/01/2025 | 02/25/2025 | — | — | — | — | — | — | 4,754(4) | — | — | 182,744 | | | 04/01/2025 | 02/25/2025 | — | — | — | 2,530 | 5,060 | 7,590 | — | — | — | 182,681 | | Angela N. Petrucci | — | — | 121,250 | 242,500 | 381,938 | — | — | — | — | — | — | — | | | 04/01/2025 | 02/25/2025 | — | — | — | — | — | — | — | — | — | — | | | 04/01/2025 | 02/25/2025 | — | — | — | — | — | — | 3,186(4) | — | — | 122,470 | | | 04/01/2025 | 02/25/2025 | — | — | — | 1,696 | 3,392 | 5,088 | — | — | — | 122,463 |

  125. 2025 Grants of Plan-Based Awards

    | (1) Cash incentive bonuses under the 2025 STIP. |

  126. 2025 Grants of Plan-Based Awards

    | (2) Represents the possible range of the performance stock units granted in 2025 under the Omnibus Plan. The performance stock units vest upon the achievement of specified performance criteria; please see “Three-Year Performance Stock Unit Award” above for more details. Dividend equivalents are accrued during the three-year performance period and paid upon vesting based on the number of units that vest. |

  127. 2025 Grants of Plan-Based Awards

    | (3) The amounts in this column reflect the grant date fair value of the restricted stock and performance stock units awarded to the NEOs in 2025 in accordance with FASB ASC Topic 718. See Note 15, “Stock-Based Compensation and Benefits” of our consolidated financial statements filed with the SEC on Form 10-K for the fiscal year ended December 31, 2025 for an explanation of the assumptions made in valuing these awards. Specifically, the values for the performance stock units are based upon the Company’s stock price (for the Cumulative Adjusted EPS target portion and the Relative ROTA target portions) and by using a Monte Carlo Simulation (for the Relative TSR target portion) as of the grant date, respectively. The actual number of shares earned for the performance stock units is dependent on the Company’s performance during the performance measuring period, therefore actual results may vary. For a more complete description of the criteria for payment of the performance stock units granted in 2025, please see "Three-Year Performance Stock Unit Award" above. |

  128. 2025 Grants of Plan-Based Awards

    | (4) Represents time-based restricted stock that vests, subject to the NEO’s continued service through the applicable vesting date, in three equal annual installments, the first of which will occur on April 28, 2026. Dividends are paid on these shares at the same time and same rate as dividends are paid to other shareholders. |

  129. 2025 Grants of Plan-Based Awards

    | 50 | National Bank Holdings Corporation |

  130. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table provides information regarding outstanding equity awards held by each of our NEOs on December 31, 2025:

  131. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Option Awards | | | | Restricted Stock Awards | | Performance-Based Awards | | | | | | | | | | | Equity | | | | | | | | | | incentive | | | | | | | | | Equity | plan | | | | | | | | | incentive | awards: | | | | | | | | | plan | Market or | | | | | | | | | awards: | payout | | | | | | | | | Number of | value of | | | | | | | Number | Market | unearned | unearned | | | Number of | Number of | | | of shares | value of | shares, | shares, | | | securities | securities | | | or units | shares or | units or | units or | | | underlying | underlying | | | of stock | units of | other | other | | | unexercised | unexercised | Option | | that | stock that | rights that | rights that | | | options | options | exercise | Option | have not | have not | have not | have not | | | exercisable | unexercisable | price | expiration | vested | vested | vested | vested | | Name | (#) | (#) | ($) | date | (#) | ($)(1) | (#) | ($)(1) | | G. Timothy Laney | 26,683 | — | 34.04 | 3/1/2027 | 4,202(2) | 159,718 | 34,491(3) | 1,311,003 | | | 37,042 | — | 32.65 | 3/1/2028 | 15,674(4) | 595,769 | 23,621(5) | 897,834 | | | 33,386 | — | 34.08 | 4/1/2029 | 18,795(6) | 714,398 | 20,011(7) | 760,618 | | | 63,444 | — | 23.10 | 4/1/2030 | 65,000(8) | — | — | — | | | 21,761 | — | 40.16 | 4/1/2031 | — | — | — | — | | | 19,408 | — | 40.83 | 4/1/2032 | — | — | — | — | | | 20,802 | 10,402(4) | 33.46 | 4/1/2033 | — | — | — | — | | Aldis Birkans | 3,080 | — | 19.56 | 3/1/2026 | 1,376(2) | 52,302 | 11,291(3) | 429,171 | | | 3,303 | — | 34.04 | 3/1/2027 | 6,470(4) | 245,925 | 9,749(5) | 370,559 | | | 2,442 | — | 32.65 | 3/1/2028 | 8,536(6) | 324,453 | 9,087(7) | 345,397 | | | 1,987 | — | 35.36 | 5/2/2028 | 10,000(8) | — | — | — | | | 7,631 | — | 34.08 | 4/1/2029 | — | — | — | — | | | 17,552 | — | 23.10 | 4/1/2030 | — | — | — | — | | | 6,165 | — | 40.16 | 4/1/2031 | — | — | — | — | | | 8,317 | — | 40.83 | 4/1/2032 | — | — | — | — | | | 6,810 | 3,406(4) | 33.46 | 4/1/2033 | — | — | — | — | | Nicole L. Van Denabeele | 1,106 | — | 40.16 | 4/1/2031 | 263(2) | 9,997 | 2,159(3) | 82,064 | | | 1,478 | — | 40.83 | 4/1/2032 | 678(4) | 25,771 | 1,019(5) | 38,732 | | | 651 | 651(4) | 33.46 | 4/1/2033 | 3,095(6) | 117,641 | 3,294(7) | 125,205 | | | — | — | — | — | 666(9) | 25,315 | — | — | | Richard U. Newfield, Jr. | 6,607 | — | 34.04 | 3/1/2027 | 974(2) | 37,022 | 7,997(3) | 303,966 | | | 8,934 | — | 32.65 | 3/1/2028 | 3,954(4) | 150,292 | 5,957(5) | 226,426 | | | 8,783 | — | 34.08 | 4/1/2029 | 4,754(6) | 180,700 | 5,060(7) | 192,331 | | | 6,606 | — | 40.16 | 4/1/2031 | 3,500(8) | — | — | — | | | 6,802 | — | 40.83 | 4/1/2032 | — | — | — | — | | | 4,824 | 2,412(4) | 33.46 | 4/1/2033 | — | — | — | — | | Angela N. Petrucci | 675 | — | 19.56 | 3/1/2026 | 649(2) | 24,668 | 5,329(3) | 202,555 | | | 889 | — | 34.04 | 3/1/2027 | 2,664(4) | 101,259 | 4,015(5) | 152,610 | | | 1,356 | — | 32.65 | 3/1/2028 | 3,186(6) | 121,100 | 3,392(7) | 128,930 | | | 1,844 | — | 34.08 | 4/1/2029 | 3,500(8) | — | — | — | | | 3,021 | — | 23.10 | 4/1/2030 | — | — | — | — | | | 1,631 | — | 26.00 | 7/1/2030 | — | — | — | — | | | 3,108 | — | 40.16 | 4/1/2031 | — | — | — | — | | | 3,817 | — | 40.83 | 4/1/2032 | — | — | — | — | | | 3,214 | 1,608(4) | 33.46 | 4/1/2033 | — | — | — | — |

  132. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (1) Based upon the closing price of our common stock on December 31, 2025, which was $38.01. |

  133. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (2) Represents awards that will vest in full on April 28, 2026, subject to the NEO’s continued service through such date. |

  134. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (3) Amounts shown above represent the 2023 PSU Awards. The number of units are currently reflected at the maximum level of performance. The 2023 PSU Award vested on March 1, 2026, with the number of shares delivered based upon the Compensation Committee’s certification of the attainment of the results at the end of the three-year performance period (January 1, 2023 through December 31, 2025), which attainment resulted in a payout of 43%, as discussed in more detail in the “Vesting of 2023 Performance Stock Unit Award” above. In addition, dividend equivalents accrued during the three-year performance period and were paid on any earned shares following settlement of the 2023 PSU Awards on the vesting date. |

  135. Outstanding Equity Awards at 2025 Fiscal Year-End

    | 2026 Annual Proxy Statement | 51 |

  136. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (4) Represents awards that vest, subject to the NEO’s continued service through the applicable vesting date, in two equal annual installments, the first of which will occur on April 28, 2026. |

  137. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (5) Amounts shown above represent the performance stock units granted in 2024 (the “2024 PSU Award”). Since performance through December 31, 2025 is tracking between threshold and target performance, the number of units are currently reflected at the target level of performance. Actual results for these awards cannot be determined at this time. The actual amounts to be vested and earned, if any, depend on actual performance against a Cumulative Adjusted EPS metric (33% weighting), a Relative TSR metric (33% weighting), and a Relative ROTA metric (33% weighting) over a three-year performance period (January 1, 2024 through December 31, 2026). The 2024 PSU Award will vest on March 1, 2027, and the number of shares delivered will be based upon the Compensation Committee’s certification of the attainment of the results at the end of the three-year performance period. The number of shares delivered under the 2024 PSU Award will be based upon an interpolation of threshold, target and maximum performance levels. The equity payouts at threshold, target and maximum levels are 50%, 100% and 150%, respectively. In addition, dividend equivalents accrue during the three-year performance period and will be paid on any earned shares following settlement of the 2024 PSU Awards on the vesting date. |

  138. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (6) Represents awards that vest, subject to the NEO’s continued service through the applicable vesting date, in three equal annual installments, the first of which will occur on April 28, 2026. |

  139. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (7) Amounts shown above represent the 2025 PSU Awards. The number of units are currently reflected at the target level of performance. Actual results for these awards cannot be determined at this time. The actual amounts to be vested and earned, if any, depend on actual performance against the Cumulative Adjusted EPS metric (33% weighting), the Relative TSR metric (33% weighting), and the Relative ROTA metric (33% weighting) over a three-year performance period (January 1, 2025 through December 31, 2027). The 2025 PSU Awards will vest on March 1, 2028, and the number of shares delivered will be based upon the Compensation Committee’s certification of the attainment of the results at the end of the three-year performance period. The number of shares delivered under the 2025 PSU Awards will be based upon an interpolation of threshold, target and maximum performance levels. The equity payouts at threshold, target and maximum levels are 50%, 100% and 150%, respectively. In addition, dividend equivalents accrue during the three-year performance period and will be paid on any earned shares following settlement of the 2025 PSU Awards on the vesting date. |

  140. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (8) Represents the number of Class B Units underlying the executive’s 2UniFi Profits Interests Award that were granted on December 11, 2023 under the 2UniFi, LLC 2023 Equity Unit Incentive Plan. 50% of the awards vest upon the third anniversary of the date of grant and 25% of the awards vest upon the fourth and fifth anniversaries of the date of grant. There is no value attributable to these awards as of December 31, 2025 as those awards did not have a liquidation value as of December 31, 2025. |

  141. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (9) Represents awards that vest, subject to the NEO’s continued service through the applicable vesting date, in two equal annual installments, the first of which will occur on October 1, 2026. |

  142. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 The following table provides information regarding options exercised, shares of restricted stock vested and PSUs settled during 2025 with respect to each of our NEOs:

  143. Option Exercises and Stock Vested in 2025

    | | Option Exercises and Stock Vested | | | | | | Option Awards | | Stock Awards | | | | Number of shares | | Number of shares | | | | acquired on | Value realized on | acquired on | Value realized on | | | exercise | exercise | vesting | vesting | | Name | (#) | ($) | (#) | ($) | | G. Timothy Laney(1) | — | — | 29,337 | 1,140,540 | | Aldis Birkans(2) | — | — | 12,023 | 469,080 | | Nicole L. Van Denabeele(3) | — | — | 2,251 | 88,301 | | Richard U. Newfield, Jr.(4) | — | — | 9,012 | 354,188 | | Angela N. Petrucci(5) | — | — | 5,385 | 210,517 |

  144. Option Exercises and Stock Vested in 2025

    | (1) Stock awards include 14,728 performance stock units that vested on March 1, 2025 and 14,609 shares of time-based restricted stock that vested on April 28, 2025. |

  145. Option Exercises and Stock Vested in 2025

    | (2) Stock awards include 6,312 performance stock units that vested on March 1, 2025 and 5,711 shares of time-based restricted stock that vested on April 28, 2025. |

  146. Option Exercises and Stock Vested in 2025

    | (3) Stock award includes 1,121 performance stock units that vested on March 1, 2025 and 798 and 332 shares of time-based restricted stock that vested on April 28, 2025 and October 1, 2025, respectively. |

  147. Option Exercises and Stock Vested in 2025

    | (4) Stock awards include 5,161 performance stock units that vested on March 1, 2025 and 3,851 shares of time-based restricted stock that vested on April 28, 2025. |

  148. Option Exercises and Stock Vested in 2025

    | (5) Stock awards include 2,897 performance stock units that vested on March 1, 2025 and 2,488 shares of time-based restricted stock that vested on April 28, 2025. |

  149. Option Exercises and Stock Vested in 2025

    | 52 | National Bank Holdings Corporation |

  150. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan The NEOs are eligible to participate in our Nonqualified Deferred Compensation Plan, which we refer to as the “NDCP.” The NDCP, which is meant to be an unfunded deferred compensation plan, is intended to be exempt from certain requirements of the Employee Retirement Income Security Act of 1974. The NDCP is similar to our 401(k) plan; however, it does not have the statutory limit on contributions that the 401(k) plan has. Executives may participate in the NDCP even if they do not participate in the 401(k) plan. NDCP participants may defer up to 75% of their base salaries and up to 85% of their bonuses (annual incentives) until separation of service or upon the occurrence of other specified events (e.g., disability, previously specified dates, and a change in control). Generally, once a participant makes an election regarding the time of his or her deferred compensation payout, he or she may only modify that election if such modification occurs at least one year before the payout would begin if not modified and does not cause any amounts to be paid to the participant for at least five years after the payout would have begun if not modified. NDCP participants may elect to have their account balances paid in a lump sum upon a change in control. The Company matches participants’ contributions to the NDCP in the same way it matches 401(k) plan contributions. Each of the participating NEOs’ contributions to the NDCP and the related Company matching contributions are fully vested when made. Each NDCP participant may choose among a variety of investment options. The Company pays all applicable fees and expenses relating to the administration of the NDCP and may, in its sole discretion, make additional discretionary contributions to participants’ accounts.

  151. Nonqualified Deferred Compensation Plan

    | | | Registrant | Aggregate | | Aggregate | | | Executive | contributions | earnings | Aggregate | balance at | | | contributions in | in last | in last | withdrawals/ | last fiscal | | | last fiscal year | fiscal year | fiscal year | distributions | year end | | Name | ($)(1) | ($)(2) | ($)(3) | ($) | ($)(4) | | G. Timothy Laney | 85,579 | 64,184 | 213,993 | — | 2,647,193 | | Aldis Birkans | 88,746 | 35,399 | 89,728 | (56,925) | 1,048,827 | | Nicole L. Van Denabeele | 21,890 | 16,418 | 34,338 | — | 259,599 | | Richard U. Newfield, Jr. | 175,291 | 23,467 | 235,715 | (41,956) | 2,915,496 | | Angela N. Petrucci | 14,923 | 11,192 | 22,549 | — | 229,652 |

  152. Nonqualified Deferred Compensation Plan

    | (1) This column represents amounts deferred from base salary and annual short-term incentive plan payments during 2025. Although deferred, these amounts are included in the Summary Compensation Table in the columns captioned “Salary” and “Non-Equity Incentive Plan Compensation,” as applicable. |

  153. Nonqualified Deferred Compensation Plan

    | (2) These amounts are included in the Summary Compensation Table in the column captioned “All Other Compensation.” |

  154. Nonqualified Deferred Compensation Plan

    | (3) This column includes total earnings and losses on the amounts held under the NDCP during 2025. With respect to Messrs. Birkans and Newfield and Ms. Petrucci, earnings that represent an above-market portion of interest have been included in the Summary Compensation Table in the column captioned “Nonqualified Deferred Compensation Earnings”. |

  155. Nonqualified Deferred Compensation Plan

    | (4) Of these balances, the following amounts were reported in Summary Compensation Table: $2,283,437 for Mr. Laney, $892,149 for Mr. Birkans, $186,952 for Ms. Van Denabeele, $2,522,980 for Mr. Newfield, and $180,988 for Ms. Petrucci. |

  156. 2025 Potential Payments upon Termination or Change-in-Control

    2025 Potential Payments upon Termination or Change-in-Control The following discussion addresses potential payments to our NEOs upon termination of employment or a change in control.

  157. 2025 Potential Payments upon Termination or Change-in-Control Table

    2025 Potential Payments upon Termination or Change-in-Control Table

  158. 2025 Potential Payments upon Termination or Change-in-Control Table

    | | | | Stock | Restricted | | | | | Cash | option | stock | | | | | severance | vesting | vesting | Total | | Name | Scenario | ($)(1) | ($) | ($) | ($)(2) | | G. Timothy Laney | Voluntary Resignation without Good Reason | — | — | — | — | | | Voluntary Resignation with Good Reason or Involuntary Termination not for Cause | 7,574,533 | — | — | 7,574,533 | | | Involuntary Termination for Cause | — | — | — | — | | | Involuntary Termination or Voluntary Resignation with Good Reason Following Change in Control | 7,421,869 | 47,325 | 4,002,339 | 11,471,533 | | | Change in Control - No Termination of Employment(3) | — | — | — | — | | | Death or Disability - No Change in Control | — | 47,325 | 1,469,885 | 1,517,210 | | | Death or Disability Following Change in Control(3) | — | 47,325 | 4,002,339 | 4,049,664 | | | Retirement(4) | — | — | — | — | | Aldis Birkans | Voluntary Resignation without Good Reason | — | — | — | — | | | Voluntary Resignation with Good Reason or Involuntary Termination not for Cause | 1,731,589 | — | — | 1,731,589 | | | Involuntary Termination for Cause | — | — | — | — | | | Involuntary Termination or Voluntary Resignation with Good Reason Following Change in Control | 2,871,448 | 15,497 | 1,624,737 | 4,511,682 | | | Change in Control - No Termination of Employment(3) | — | — | — | — | | | Death or Disability - No Change in Control | — | 15,497 | 622,680 | 638,177 | | | Death or Disability Following Change in Control(3) | — | 15,497 | 1,624,737 | 1,640,234 | | | Retirement(4) | — | — | — | — |

  159. 2025 Potential Payments upon Termination or Change-in-Control Table

    | 2026 Annual Proxy Statement | 59 |

  160. 2025 Potential Payments upon Termination or Change-in-Control Table

    | Nicole L. Van Denabeele | Voluntary Resignation without Good Reason | — | — | — | — | | | Voluntary Resignation with Good Reason or Involuntary Termination not for Cause | 857,312 | — | — | 857,312 | | | Involuntary Termination for Cause | — | — | — | — | | | Involuntary Termination or Voluntary Resignation with Good Reason Following Change in Control | 1,413,000 | 2,962 | 409,976 | 1,825,938 | | | Change in Control - No Termination of Employment(3) | — | — | — | — | | | Death or Disability - No Change in Control | — | 2,962 | 191,342 | 194,304 | | | Death or Disability Following Change in Control(3) | — | 2,962 | 409,976 | 412,938 | | | Retirement(4) | — | — | — | — | | Richard U. Newfield, Jr. | Voluntary Resignation without Good Reason | — | — | — | — | | | Voluntary Resignation with Good Reason or Involuntary Termination not for Cause | 1,097,089 | — | — | 1,097,089 | | | Involuntary Termination for Cause | — | — | — | — | | | Involuntary Termination or Voluntary Resignation with Good Reason Following Change in Control | 1,843,954 | 10,975 | 989,400 | 2,844,329 | | | Change in Control - No Termination of Employment(3) | — | — | — | — | | | Death or Disability - No Change in Control | — | 10,975 | 368,013 | 378,988 | | | Death or Disability Following Change in Control(3) | — | 10,975 | 989,400 | 1,000,375 | | | Retirement(4) | — | — | — | — | | Angela N. Petrucci | Voluntary Resignation without Good Reason | — | — | — | — | | | Voluntary Resignation with Good Reason or Involuntary Termination not for Cause | 975,246 | — | — | 975,246 | | | Involuntary Termination for Cause | — | — | — | — | | | Involuntary Termination or Voluntary Resignation with Good Reason Following Change in Control | 1,592,070 | 7,316 | 663,579 | 2,262,965 | | | Change in Control - No Termination of Employment(3) | — | — | — | — | | | Death or Disability - No Change in Control | — | 7,316 | 247,027 | 254,343 | | | Death or Disability Following Change in Control(3) | — | 7,316 | 663,579 | 670,895 | | | Retirement(4) | — | — | — | — |

  161. 2025 Potential Payments upon Termination or Change-in-Control Table

    | (1) Severance amounts are based on the terms of the applicable employment agreements for each NEO. Under the employment agreements, the pro-rated bonus for the year of termination is calculated using the target annual bonus amount in the event of an involuntary termination following a change in control. All cash severance will be paid in lump sum. |

  162. 2025 Potential Payments upon Termination or Change-in-Control Table

    | (2) Amounts listed do not account for any reduction of payments under the terms of the applicable employment agreements due to the imposition of excise taxes under Section 4999 of the Code. See “Employment Agreements with Named Executive Officers” above. |

  163. 2025 Potential Payments upon Termination or Change-in-Control Table

    | (3) Assumes that the NEO’s performance stock unit awards are assumed, or replacement awards are granted for such awards, by the successor entity upon a change in control. |

  164. 2025 Potential Payments upon Termination or Change-in-Control Table

    | (4) In the event of retirement, the NEO’s option and 2UniFi Profits Interest Awards will continue to vest on their standard vesting schedule. |

  165. 2025 Potential Payments upon Termination or Change-in-Control Table

    The table above is intended to reflect potential payments to the NEOs upon termination under the various termination scenarios assuming a termination date of December 31, 2025 and an NBHC share price of $38.01, the closing price of NBHC common stock on such date. For purposes of this table, no amounts are attributable to the Class B Units of 2UniFi, LLC as those awards did not have a liquidation value as of December 31, 2025.

  166. CEO Pay Ratio

    CEO Pay Ratio The following information provides details about the relationship of the total compensation of our median associate and that of our Chairman and CEO. SEC rules require us to determine our median associate only once every three years, provided that there have been no material changes in our associate population or associate compensation arrangements. Based on this, we are using the same median associate for our 2025 pay ratio calculation as we used for the 2024 calculation. For the relevant period, we did not have any significant acquisitions, divestitures or reductions in our workforce, and therefore, the Company’s compensation practices did not change during 2025 in a way that would significantly impact the pay ratio or median associate. Further, the designated median associate’s title, job responsibilities and circumstances remained similar throughout 2025.

  167. CEO Pay Ratio

    | 60 | National Bank Holdings Corporation |

  168. CEO Pay Ratio

    For 2025, the median annual total compensation of all associates of the Company (other than our CEO) was $80,982 and the annual total compensation of our CEO was $3,725,952. Based on this information, the ratio for 2025 total compensation of our CEO to the median of all associates is 46:1. As disclosed in our prior proxy statements, we completed the following steps to determine the annual total compensation of our median associate:

  169. CEO Pay Ratio

    | ● | As of October 15, 2024, our associate population consisted of approximately 1,295 associates, including any full-time, part-time, temporary, or seasonal associates actively employed on that date. |

  170. CEO Pay Ratio

    | ● | To find the median of the annual total compensation of our associates (other than our CEO), we used wages from our payroll records as reported on Form W-2 for fiscal year 2024. In making this determination, we annualized compensation for full-time and part-time permanent associates who were employed on October 15, 2024, but did not work for us the entire year. No full-time equivalent adjustments were made for part-time associates. |

  171. CEO Pay Ratio

    | ● | We identified our median associate using this compensation measure and methodology, which was consistently applied to all our associates included in the calculation. |

  172. CEO Pay Ratio

    | ● | After identifying the median associate, we added together all the elements of such associate’s compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. |

  173. CEO Pay Ratio

    | ● | With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our Summary Compensation Table. |

  174. CEO Pay Ratio

    | 2026 Annual Proxy Statement | 61 |

  175. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the SEC, we provide the following disclosure regarding the relationship between executive compensation actually paid for our principal executive officer (“PEO”), G. Timothy Laney, and our other NEOs (as a group) (the “Non-PEO NEOs”) and certain financial performance measures of the Company for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  176. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for G. Timothy | Compensation Actually Paid to G. Timothy Laney¹˒²˒³ | Average Summary Compensation Table Total for | Average Compensation Actually Paid to Non-PEO | Value of Initial Fixed $100 Investment based on:(5) | | Net Income ($ Millions) | Core Net Income(6) ($ Millions) | | | Laney¹ ($) | ($) | Non-PEO NEOs(1) ($) | NEOs(1)(2)(4) ($) | TSR ($) | Peer Group TSR ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 3,725,952 | 2,719,246 | 1,233,067 | 1,030,945 | 132.58 | 152.73 | 109.6 | 118.0 | | 2024 | 3,945,839 | 5,129,595 | 1,124,497 | 1,364,577 | 145.60 | 143.41 | 118.8 | 124.4 | | 2023 | 3,578,101 | 3,258,465 | 1,030,317 | 978,460 | 122.26 | 126.69 | 142.0 | 142.6 | | 2022 | 3,290,389 | 2,753,340 | 1,012,024 | 848,531 | 134.10 | 127.19 | 71.3 | 99.3 | | 2021 | 3,009,547 | 5,550,207 | 957,694 | 1,442,256 | 137.05 | 136.64 | 93.6 | 94.9 |

  177. Pay Versus Performance Disclosure

    | 1. | G. Timothy Laney was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |

  178. Pay Versus Performance Disclosure

    | 2021 | 2022 | 2023 | 2024 | 2025 | | Aldis Birkans | Aldis Birkans | Aldis Birkans | Aldis Birkans | Aldis Birkans | | Richard U. Newfield, Jr. | Richard U. Newfield, Jr. | Richard U. Newfield, Jr. | Nicole Van Denabeele | Nicole Van Denabeele | | Brendan Zahl | Christopher S. Randall | Christopher S. Randall | Richard U. Newfield, Jr. | Richard U. Newfield | | Angela N. Petrucci | Angela N. Petrucci | Angela N. Petrucci | Christopher S. Randall | Angela N. Petrucci | | | | | Angela N. Petrucci | |

  179. Pay Versus Performance Disclosure

    | 2. | The amounts shown for compensation actually paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the amounts set forth in the “Total” column in the Summary Compensation Table with certain adjustments as described in footnotes 3 and 4 below. |

  180. Pay Versus Performance Disclosure

    | 3. | Compensation actually paid reflects the exclusions and inclusions of certain amounts for the PEO as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. |

  181. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for G. Timothy Laney ($) | Exclusion of Stock Awards and Option Awards for G. Timothy Laney ($) | Inclusion of Equity Values for G. Timothy Laney ($) | Compensation Actually Paid to G. Timothy Laney ($) | | 2025 | 3,725,952 | (1,444,946) | 438,240 | 2,719,246 | | 2024 | 3,945,839 | (1,664,934) | 2,848,690 | 5,129,595 | | 2023 | 3,578,101 | (1,441,511) | 1,121,875 | 3,258,465 | | 2022 | 3,290,389 | (1,049,904) | 512,855 | 2,753,340 | | 2021 | 3,009,547 | (1,186,672) | 3,727,332 | 5,550,207 |

  182. Pay Versus Performance Disclosure

    | 62 | National Bank Holdings Corporation |

  183. Pay Versus Performance Disclosure

    The amounts in the Average Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

  184. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for G. Timothy Laney ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for G. Timothy Laney ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for G. Timothy Laney ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for G. Timothy Laney ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for G. Timothy Laney ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for G. Timothy Laney ($) | Total - Inclusion of Equity Values for G. Timothy Laney ($) | | 2025 | 1,534,454 | (883,344) | — | (240,958) | — | 28,088 | 438,240 | | 2024 | 2,088,605 | 717,280 | — | 7,689 | — | 35,116 | 2,848,690 | | 2023 | 1,620,838 | 8,005 | — | (528,891) | — | 21,922 | 1,121,875 | | 2022 | 807,175 | 9,633 | — | (323,368) | — | 19,416 | 512,855 | | 2021 | 1,371,004 | 1,743,632 | — | 592,202 | — | 20,494 | 3,727,332 |

  185. Pay Versus Performance Disclosure

    | 4. | Compensation actually paid reflects the exclusions and inclusions of certain amounts for the Non-PEO NEOs (as a group) as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Average Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. See footnote 1 for the names of the Non-PEO NEOs included in the calculation for each fiscal year. |

  186. Pay Versus Performance Disclosure

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 1,233,067 | (376,112) | 173,990 | 1,030,945 | | 2024 | 1,124,497 | (352,231) | 592,311 | 1,364,577 | | 2023 | 1,030,317 | (309,897) | 258,040 | 978,460 | | 2022 | 1,012,024 | (303,194) | 139,701 | 848,531 | | 2021 | 957,694 | (302,312) | 786,874 | 1,442,256 |

  187. Pay Versus Performance Disclosure

    | 2026 Annual Proxy Statement | 63 |

  188. Pay Versus Performance Disclosure

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

  189. Pay Versus Performance Disclosure

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 399,407 | (178,055) | — | (53,676) | — | 6,314 | 173,990 | | 2024 | 439,166 | 145,558 | — | 359 | — | 7,227 | 592,311 | | 2023 | 349,133 | 10,329 | — | (106,210) | — | 4,788 | 258,040 | | 2022 | 196,870 | 1,373 | — | (62,736) | — | 4,194 | 139,701 | | 2021 | 349,664 | 323,957 | — | 108,347 | — | 4,906 | 786,874 |

  190. Pay Versus Performance Disclosure

    | 5. | The Peer Group TSR set forth in this table utilizes the KRX Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the applicable fiscal year (with dividends invested on a total return basis) in the Company and in the KRX Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |

  191. Pay Versus Performance Disclosure

    | 6. | We determined Core Net Income to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and the Non-PEO NEOs in 2025. This performance metric is the highest weighted Company-based financial performance metric we used for our 2025 STIP, as described in more detail in the section “Executive Short-Term Incentive Plan Compensation” above. For purposes of this “Pay Versus Performance Disclosure” section, we have calculated Core Net Income based on the methodology described in “Executive Short-Term Incentive Plan Compensation.” Core Net Income is a non-GAAP financial measure. A reconciliation of this measure to the most directly comparable GAAP financial measure appears in Appendix A. This performance measure may not have been the most important financial performance measure for previous years, and we may determine a different financial performance measure to be the most important financial performance measure in future years. |

  192. Pay Versus Performance Disclosure

    | 64 | National Bank Holdings Corporation |

  193. Pay Versus Performance Disclosure

    Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid, Company TSR and Peer Group TSR The following chart sets forth the relationship between the amount of Compensation Actually Paid to our PEO, the average amount of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR compared to the Peer Group TSR over the four most recently completed fiscal years.

  194. Pay Versus Performance Disclosure

    | 2026 Annual Proxy Statement | 65 |

  195. Pay Versus Performance Disclosure

    Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the amount of Compensation Actually Paid to our PEO, the average amount of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the four most recently completed fiscal years.

  196. Pay Versus Performance Disclosure

    | 66 | National Bank Holdings Corporation |

  197. Pay Versus Performance Disclosure

    Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Core Net Income The following chart sets forth the amount of Compensation Actually Paid to our PEO, the average amount of Compensation Actually Paid to our Non-PEO NEOs, and our Core Net Income during the four most recently completed fiscal years. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and Non-PEO NEOs for 2025 to Company performance. The measures in this table are not ranked.

  198. Pay Versus Performance Disclosure

    | Core Net Income | | Asset Quality (Non-Performing Assets Ratio) | | Relative Total Shareholder Return (rTSR) | | Adjusted Diluted Earnings Per Share (Adjuted Diluted EPS) |

  199. Pay Versus Performance Disclosure

    | 2026 Annual Proxy Statement | 67 |

  200. Pay Versus Performance Disclosure

    Proposal 4 - Amended and Restated 2023 Omnibus Incentive Plan On February 24, 2026, upon the recommendation of our Compensation Committee, our Board of Directors adopted the Amended and Restated 2023 Omnibus Incentive Plan (the “A&R Omnibus Plan”), subject to shareholder approval at the 2026 Annual Shareholders’ Meeting. Our shareholders initially approved the 2023 Omnibus Incentive Plan at the Company's 2023 Annual Meeting of Shareholders on May 9, 2023, to replace the 2014 Omnibus Incentive Plan ("2014 Plan"). We are asking the Company’s shareholders to approve the A&R Omnibus Plan to (i) increase the maximum number of shares of our common stock authorized for issuance under the Omnibus Plan by an additional 1,000,000 shares of common stock, and (ii) to prohibit recycling of shares tendered or withheld to pay the exercise price or to satisfy tax withholdings for any awards or shares repurchased by the Company on the open market with the proceeds of the exercise, strike or purchase price of an award. The granting of equity awards has provided an important incentive to (i) create continued alignment of the Company’s vision and mission between eligible participants and shareholders; (ii) attract, hire and retain quality associates in an industry that has a very competitive market for talented employees; and (iii) establish a broad-based, long-term ownership focus for the Company's high performing associates. We believe that operation of the A&R Omnibus Plan is important in attracting, retaining and motivating key associates, consultants, and non-employee directors in a competitive labor market, which is essential to our long-term growth and success. It is the judgment of our Compensation Committee and Board of Directors that the A&R Omnibus Plan is necessary to advance our compensation philosophy and to make certain changes to reflect sound compensation and governance practices (as discussed in more detail below) is in the best interests of the Company and our shareholders. If our shareholders do not approve the A&R Omnibus Plan, the A&R Omnibus Plan will not be given effect, and the Omnibus Plan would continue as in effect prior to this proposed amendment and restatement.

  201. Summary of Proposed Amendments

    | ● | Limitation on Non-Employee Director Compensation. Limits the value of total compensation (including equity awards granted under the A&R Omnibus Plan and any other compensation such as cash retainers or fees) that might be made to any non-employee director during a Board cycle (i.e., the period beginning on an annual meeting and ending at immediately before the start of the next annual meeting) to $750,000 ($1,250,000 in the first Board cycle in which an individual becomes a member of the Board). |

  202. Treatment of Outstanding Equity Awards Following a Change in Control

    Treatment of Outstanding Equity Awards Following a Change in Control The A&R Omnibus Plan provides that, unless otherwise set forth in an award agreement, in the event of a change in control, the awards (other than annual cash awards) granted under the A&R Omnibus Plan will be treated as follows:

  203. Treatment of Outstanding Equity Awards Following a Change in Control

    | ● | the applicable performance goals for any performance-based award will be deemed achieved at the greater of (a) the applicable target level and (b) the level of achievement as determined by the Compensation Committee, taking into account performance through the latest date preceding the |

  204. Treatment of Outstanding Equity Awards Following a Change in Control

    | 2026 Annual Proxy Statement | 73 |

  205. Treatment of Outstanding Equity Awards Following a Change in Control

    | change in control as to which performance can, as a practical matter, be determined, which date shall not be later than the end of the applicable performance period; |

  206. Treatment of Outstanding Equity Awards Following a Change in Control

    | ● | if the awards under the A&R Omnibus Plan are assumed or substituted by the successor company on their existing terms (after giving effect to the determination of the level of achievement of any performance goals as described in the first bullet above), such awards shall continue to vest in accordance with their terms. Any assumed or substituted awards would become fully vested upon a termination of employment by the successor company other than for cause (or by the participant for good reason if and to the extent “good reason” is defined in the award agreement or an Individual Agreement) within 24 months following such change in control. In addition, any stock option or stock appreciation right held by the participant as of the date of the change in control that remains outstanding as of the date of such termination may thereafter be exercised until the expiration of the stated full term of such award. However, if a participant’s award agreement or Individual Agreement provides for a different treatment upon a termination following a change in control, the terms of such award agreement or Individual Agreement shall apply; and |

  207. Treatment of Outstanding Equity Awards Following a Change in Control

    | ● | if an award is not assumed or substituted by the successor company in connection with a change in control, all then-outstanding stock options and stock appreciation rights will become fully vested and exercisable, and all other awards will vest, be free of restrictions, and be deemed to be earned and payable, in each case after giving effect to the determination of the level of achievement of any performance goals as described in the first bullet above. |

  208. Treatment of Outstanding Equity Awards Following a Change in Control

    With respect to annual cash awards, the treatment described above will apply only if the Compensation Committee specifically provides for their application in the plan, policy or other arrangement governing such annual cash awards.