National Bank Holdings Corp. Announces Director Departure, New Officers

TL;DR

NBH board shakeup: Director Roff out, new execs in. Details in filing.

AI Summary

National Bank Holdings Corporation announced on September 12, 2025, the departure of Director Michael L. Roff, effective September 10, 2025. The company also announced the election of new directors and the appointment of certain officers, along with details on compensatory arrangements for these officers. The filing also includes financial statements and exhibits.

Why It Matters

Changes in board composition and executive appointments can signal shifts in company strategy or governance, impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — This filing primarily concerns routine corporate governance changes and does not appear to involve significant financial risks or strategic shifts.

Key Players & Entities

• National Bank Holdings Corporation (company) — Registrant
• Michael L. Roff (person) — Departing Director
• September 12, 2025 (date) — Date of Report
• September 10, 2025 (date) — Effective Date of Director Departure

FAQ

Key Financial Figures

• $0.01 — red : Class A Common Stock, Par Value $0.01 NBHC NYSE Indicate by check mark wh
• $1.00 — , each share of common stock, par value $1.00 per share, of Vista ("Vista common stoc
• $31.62 — be converted into the right to receive $31.62 without interest (such consideration, t
• $246,700,000 — between the tangible common equity and $246,700,000 (which amount will be increased by $2,8
• $2,800,000 — ,000 (which amount will be increased by $2,800,000 per month after January 2, 2026 until t
• $9,500,000 — common equity deficit (if any) and (ii) $9,500,000 (the greater of (i) and (ii), the "cons

Filing Documents

• tm2526246d1_8k.htm (8-K) — 201KB
• tm2526246d1_ex2-1.htm (EX-2.1) — 540KB
• tm2526246d1_ex10-1.htm (EX-10.1) — 65KB
• 0001104659-25-091291.txt ( ) — 1145KB
• nbhc-20250912.xsd (EX-101.SCH) — 3KB
• nbhc-20250912_lab.xml (EX-101.LAB) — 33KB
• nbhc-20250912_pre.xml (EX-101.PRE) — 22KB
• tm2526246d1_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. Agreement and Plan of Merger As previously disclosed, on September 15, 2025, National Bank Holdings Corporation, a Delaware corporation ("NBHC"), entered into an Agreement and Plan of Merger (the "merger agreement") with Vista Bancshares, Inc., a Texas corporation ("Vista") and Bryan Wick, solely in his capacity as the shareholders' representative (the "shareholders' representative"). The merger agreement provides that, upon the terms and subject to the conditions set forth therein, Vista will merge with and into NBHC (the "merger"), with NBHC continuing as the surviving corporation in the merger (the "surviving corporation"). Immediately following the merger, Vista's wholly owned bank subsidiary, Vista Bank, will merge with and into NBHC's wholly owned bank subsidiary, NBH Bank (the "bank merger"), with NBH Bank continuing as the surviving bank in the bank merger. The merger agreement was unanimously approved by the board of directors of each of NBHC and Vista. NBHC and Vista may, upon mutual agreement, at any time prior to the effective time of the merger (as defined below), change the method or structure of effecting the combination of Vista and NBHC if and to the extent both parties deem such change to be necessary, appropriate or desirable; provided, however, that unless the merger agreement is amended by the agreement of each party in accordance with the terms in the merger agreement, no such change may (i) alter or change the exchange ratio (as defined below) or the amount or kind of the cash merger consideration (as defined below) per share of Vista common stock provided for in the merger agreement, (ii) adversely affect the tax treatment of the merger with respect to NBHC shareholders or Vista shareholders pursuant to the merger agreement, (iii) adversely affect the tax treatment of Vista or NBHC pursuant to the merger agreement or (iv) be reasonably expected to cause the closing of the merger (the

financial statements and internal records, systems and controls;

financial statements and internal records, systems and controls; broker's fees payable in connection with the merger; the absence of certain changes or events; legal and regulatory proceedings; compliance with applicable laws; tax matters; absence of action or circumstance that could reasonably be expected to prevent the merger from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code; certain material contracts; derivative instruments; investment securities and commodities; related-party transactions; and the accuracy of information supplied for inclusion in the Form S-4 (as defined below) and other similar documents. The merger agreement contains additional representations and warranties by Vista with respect to: the absence of undisclosed liabilities; 8 employee benefit matters; absence of agreements with regulatory agencies; environmental matters; real property; intellectual property; takeover restrictions; the opinion of Vista's financial advisor; loan portfolio matters; deposits; insurance matters; absence of investment adviser subsidiaries; and absence of broker-dealer subsidiaries. The merger agreement contains an additional representation and warranty by NBHC with respect to NBHC's reports with the U.S. Securities and Exchange Commission (the "SEC"). Certain representations and warranties of NBHC and Vista are qualified as to "materiality" or "material adverse effect." For purposes of the merger agreement, a "material adverse effect," when used in reference to either NBHC or Vista or the surviving corporation, means any effect, change, event, circumstance, condition, occurrence or development that, either individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the business, assets, results of operations or financial condition of such party and its subsidiaries, taken as a whole or (ii) the ability of such party to tim

View Full Filing

View this 8-K filing on SEC EDGAR