Form 4: NBHC Executive Reports Merger-Related Stock Changes

National Bank Holdings Corp executive John Steinmetz reported significant changes in his beneficial ownership of common stock following the merger with Vista Bancshares, Inc.

Summary

• John Steinmetz, Executive Managing Director of Strategic Initiatives at National Bank Holdings Corp (NBHC), reported changes in his beneficial ownership of NBHC common stock.
• The transactions occurred on January 7, 2026, and are related to the merger between NBHC and Vista Bancshares, Inc. (Vista), which was governed by an Agreement and Plan of Merger dated September 15, 2025.
• Steinmetz acquired 442,132 shares of NBHC common stock directly as a result of the merger.
• He also acquired 95,396 restricted shares of NBHC common stock directly, which converted from 24,332 restricted shares of Vista Common Stock. These restricted shares will vest in equal quarterly installments over a three-year period, subject to his continued employment.
• A disposition of 37,668 shares of NBHC common stock occurred at a price of $39.33 per share to cover tax liabilities upon the vesting of 95,392 restricted shares received pursuant to the merger.
• Additionally, 228,668 shares of NBHC common stock were acquired indirectly through the JDS Plus Family Limited Partnership as part of the merger.
• Following these transactions, Steinmetz directly beneficially owns 499,860 shares and indirectly beneficially owns 228,668 shares.

Sentiment

Score: 5

Explanation: The filing is a factual report of insider transactions resulting from a merger, not indicative of discretionary buying/selling or company performance. The sentiment is neutral.

Positives

• Significant acquisition of NBHC common stock by a key executive, totaling 442,132 direct shares and 228,668 indirect shares, indicating a substantial stake in the combined entity post-merger.
• The conversion of Vista restricted stock into 95,396 NBHC restricted shares provides a long-term incentive for the executive, aligning interests with shareholder value over a three-year vesting period.

Negatives

• 37,668 shares were disposed of to cover tax liabilities, which is a standard event but reduces the executive's direct share count.

Risks

• The vesting of 95,396 restricted shares is contingent upon Mr. Steinmetz's continued employment with NBHC or one of its affiliates through the applicable vesting dates, posing a risk to full realization if employment ceases.

Future Outlook

The restricted stock award, converted from Vista shares, will vest in equal quarterly installments over a three-year period following the closing of the merger, contingent on Mr. Steinmetz's continued employment.

Industry Context

This filing reflects the integration activities following a merger in the banking sector, where National Bank Holdings Corp acquired Vista Bancshares, Inc. Such transactions are common in the financial industry as companies seek to expand market share or achieve synergies.

Related Party Transactions

• Indirect beneficial ownership of 228,668 shares through the JDS Plus Family Limited Partnership.

Stakeholder Impact

• Shareholders of Vista Bancshares, Inc. received a combination of NBHC common stock and cash as consideration for their shares in the merger.
• NBHC shareholders now own a larger, combined entity, with potential for increased market presence and operational synergies.
• The executive's continued employment and vesting schedule align management incentives with long-term company performance.

Next Steps

• Continued vesting of 95,396 restricted shares in equal quarterly installments over the three-year period following the merger closing, subject to employment conditions.

Key Dates

Keywords

National Bank Holdings Corp, NBHC, Vista Bancshares, Merger, Stock Acquisition, Insider Transaction, Form 4, John Steinmetz, Executive Compensation, Restricted Stock