🧾 What This Document Is 📰

This document is an SEC Form 8-K, which is a mandatory filing that announces major, unscheduled corporate events to the public. Think of it as the bank's official "breaking news" report. It specifically details the financial results for the first quarter of 2026 (1Q26).

You should expect to find comprehensive financial breakdowns, details on a significant strategic acquisition, and management commentary on the company's performance and future outlook. The filing uses multiple financial formats (GAAP and non-GAAP) to give a complete picture of the bank's health.

👉 The headline finding is that NBHC announced solid first quarter results, underpinned by a major acquisition and strong loan growth.

🏢 What National Bank Holdings Does 🏦

National Bank Holdings Corporation (NBHC) is a major regional bank serving various markets across the United States. Its fundamental business model is providing financial services to consumers and businesses.

The bank generates revenue primarily through interest income (the spread between the interest it earns on loans and the interest it pays out on deposits) and non-interest income (fees). NBHC has established a "low cost, diversified deposit franchise," meaning it maintains a strong and stable base of customer funds.

👉 NBHC’s goal is to grow its lending portfolio and enhance its market footprint by integrating acquired banking operations.

🤝 The Vista Acquisition 🚀

The most significant event detailed in this filing is the completion of the acquisition of Vista Bancshares, Inc. (doing business as Vista Bank) on January 7, 2026. This is a massive strategic move designed to grow the bank's scale and market presence.

This acquisition immediately added a substantial amount of assets and deposits to NBHC:

• Total Loans: Increased by $1.9 billion (new loans).
• Total Deposits: Increased by $2.2 billion (new deposits).

The deal cost $377.7 million, paid through a mix of NBHC stock ($288.7 million in Class A common stock) and cash ($89.0 million).

Why it matters: This acquisition strengthens NBHC's position as a regional bank, particularly expanding its reach into high-growth areas like Dallas-Ft. Worth and Austin, and allowing the bank to blend its own product capabilities with Vista Bank’s relationship-banking model.

💰 Financial Highlights: Q1 2026 Performance ✨

The filing presents a dual view of financial success: GAAP (Generally Accepted Accounting Principles) and Non-GAAP (Adjusted). Non-GAAP figures are used because they strip out one-time, non-core expenses—like the costs associated with the recent acquisition—to show the underlying business performance.

Metric	Q1 2026 (GAAP)	Q1 2026 (Adjusted/Non-GAAP)	YoY Change (Adj.)
Net Income	$20.79 million	$32.60 million	+34.6%
EPS (Diluted)	$0.46	$0.72	$0.72 (vs $0.63 in Q1 2025)

• Solid Growth: Adjusted net income was $32.6 million (or $0.72 per diluted share), representing a robust increase compared to the adjusted $22.7 million reported in the first quarter of 2025 (YoY increase of 34.6%).
• Operational Strength: The CFO, Tim Laney, noted that the adjusted earnings of $0.72 per diluted share confirm solid first quarter execution.
• Future Confidence: Management expressed confidence, stating that momentum "reinforces our belief in our ability to prudently grow our earnings this year and surpass a projected $1.00 of earnings per share in the fourth quarter."

📈 Core Banking Performance Metrics 💧

The financial health of a bank is measured by how effectively it earns money from its assets and liabilities. Two key metrics here are Net Interest Margin (NIM) and overall loan growth.

• Net Interest Margin (NIM): In Q1 2026, the fully taxable equivalent net interest margin was 4.06%. This expanded 17 basis points (bps) compared to the prior quarter, driven by both increased loan growth and higher yields on earning assets.
• Loan Growth: The bank recorded record quarterly loan fundings of $805.5 million, led by commercial loan fundings of $446.5 million. This resulted in organic loan growth of $285.3 million, which annualized to 12.4%.

👉 Increased lending and a healthy margin show that NBHC is successfully expanding its core lending business while managing its costs.

🏦 Financial Position and Capital Strength 🛡️

This section provides a snapshot of the bank's balance sheet, focusing on its overall size (assets) and its ability to absorb losses (capital). The bank remains extremely well-capitalized.

• Total Assets: Increased to $12.61 billion at March 31, 2026, up from $9.88 billion at December 31, 2025. This increase is largely attributed to the Vista acquisition.
• Total Deposits: Increased to $10.1 billion (average total deposits), demonstrating continued trust in the institution.
• Capital Ratios: The company's capital ratios are strong, confirming its financial resilience. The common equity tier 1 capital ratio was 12.51% at March 31, 2026.

Why it matters: These strong capital ratios indicate that the bank has a large cushion of equity to absorb potential losses, which is critical in the banking industry.

📈 Loans and Deposit Growth Details 🏡

The filing provides detailed segment breakdowns for both the assets (loans) and liabilities (deposits).

The Loan Portfolio (Assets):

• Total loans reached $9.61 billion at March 31, 2026, a 29.3% increase compared to the same period last year.
• The biggest growth area was in acquired commercial loans ($1.13 billion), which saw a 294.0% increase due to the Vista acquisition.
• Loan Fundings: Total loan fundings reached $805.5 million in Q1 2026, showing healthy, ongoing capital inflow.

The Deposit Portfolio (Liabilities):

• Total deposits hit $10.1 billion, with average transaction deposits (chequing/checking) increasing to $8.8 billion.
• The mix of transaction deposits to total deposits increased 148 basis points to 87.6%, which is generally a sign of a stable, reliable funding source.

🗂️ Credit Quality and Risk Management 🛡️

Banks must constantly manage risk, so this section reviews how the company is reserving funds for potential loan defaults.

• Provision for Credit Losses: NBHC recorded a provision expense of $4.0 million during the quarter. This was significantly lower than the $9.1 million recorded in the prior quarter, which is expected because of the massive loan growth from the acquisition.
• Asset Health: The bank maintains strong credit quality metrics:
  • Non-performing loans (loans that are past due and non-accruing) improved to 0.31% of total loans.
  • Non-performing assets (total bad loans) improved to 0.35% of total loans and OREO.

👉 A decreasing percentage of bad loans compared to total loans signals that the bank is managing its lending portfolio proactively.

⚙️ Cost Efficiency and Expense Control 💲

This section looks at how efficiently the bank is operating. The "Efficiency Ratio" measures operating costs against revenue. A lower ratio is better.

• GAAP Efficiency Ratio: The ratio was 75.1% for the quarter, compared to 70.6% in the previous quarter.
• Adjusted Efficiency Ratio (Non-GAAP): By adjusting out the one-time acquisition and restructuring costs, the ratio improved to 61.3%.

Why it matters: The significant improvement in the adjusted ratio suggests that the core operations of the business are highly efficient, even with the massive integration costs following the acquisition.

📅 Next Steps and Contacts 📞

For those interested in following up on this material, the filing provided key details on future meetings and who to contact for questions.

• Conference Call: Management will host a conference call to review the results on Wednesday, April 22, 2026, at 11:00 a.m. Eastern Time.
• Investor Contacts: For analysts and institutional investors, key contacts are available:
  • Emily Gooden, Chief Accounting Officer and Investor Relations Director: (720) 554-6640, [email protected]
  • Nicole Van Denabeele, Chief Financial Officer: (720) 529-3370, [email protected]
• Media Contact: Dave Coons, SVP, Associate Director of Corporate Communications and Marketing: (816) 298-2214, [email protected]

🧠 The Analogy 🏰

Imagine a small, successful neighborhood bakery (NBHC). Suddenly, the owner buys a huge, beautiful, but currently empty commercial building across the street (Vista acquisition). The first quarter is spent not only running the original bakery but also tearing out walls, hiring new staff, and plumbing the massive new space. The initial reports will be noisy and expensive (high temporary expenses), but when the dust settles and you look at the adjusted numbers, you see that the bakery is fundamentally successful, and the new space gives it the potential to serve twice the number of customers next year.

🧩 Final Takeaway ✨

NBHC executed a successful, complex expansion via the Vista acquisition, bolstering its scale and market reach. The core banking metrics (like adjusted earnings and efficiency ratios) show operational strength, confirming the bank's ability to grow earnings and withstand major integration costs.