National Bank Holdings Corp

Filing Date

Jan 9, 2026

Transaction Date

Jan 7, 2026

Accession Number

0002102774-26-000004

Form Type

4

Footnotes

1. (F1)Acquired pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement") dated as of September 15, 2025, by and between Issuer, Vista Bancshares, Inc., a Texas corporation ("Vista"), and Bryan Wick, solely in his capacity as the shareholders' representative. Pursuant to the Merger Agreement, at the effective time of the merger, Vista merged with and into Issuer with Issuer surviving the merger, and each share of common stock, par value $1.00 per share, of Vista ("Vista Common Stock") outstanding immediately prior to the effective time of the merger, other than certain excluded shares, was converted into the right to receive 3.1161 shares of class A common stock, par value $0.01, of Issuer ("Issuer Common Stock") per share of Vista Common Stock surrendered, $31.62 in cash for each share of Vista Common Stock surrendered and cash in lieu of fractional shares, if any.
2. (F2)Pursuant to the Merger Agreement, at the effective time of the merger, an award of 24,332 restricted shares of Vista Common Stock was assumed and converted into a restricted stock award in respect of 95,396 restricted shares of Issuer Common Stock. This restricted stock award will vest in equal quarterly installments over the three-year period following the closing, subject to Mr. Steinmetz's continued employment with NBHC or one of its affiliates through the applicable vesting date.
3. (F3)Represents shares withheld for payment of tax liability upon vesting of 95,392 restricted shares received pursuant to the Merger Agreement between Issuer and Vista Bancshares, Inc., as noted in footnote 1.