National Bank Holdings Corp 8-K

What Happened
National Bank Holdings Corporation (NBHC) announced that it completed its previously announced acquisition of Vista Bancshares, Inc. (Vista) effective January 7, 2026. Under the merger, each outstanding share of Vista common stock was converted into 3.1161 shares of NBHC common stock plus $31.62 in cash (plus cash in lieu of fractional shares). Vista Bank merged into NBH Bank as part of the transaction. The share issuance was registered on Form S-4 (effective November 23, 2025).

Key Details

• Transaction mechanics: Vista common stock → 3.1161 NBHC shares + $31.62 cash per share; certain restricted stock, options and warrants were converted or cashed out (Merger Consideration Value = $151.68). Options/warrants with exercise price ≥ $151.68 were cancelled for no consideration.
• Escrow/adjustment: $31.62 cash consideration is subject to a tangible common equity adjustment based on Vista’s Tangible Common Equity as of Dec 31, 2025; $9.5 million was withheld and placed in escrow pending final adjustment (reference target $246.7M).
• Board and governance: NBHC’s board was increased to 10 members and Kirk A. McLaughlin (longtime Vista director and former Vista CEO/President) joined the Board and its Compensation and Audit & Risk Committees; he received a prorated restricted stock award (~$38,491 grant-date value).
• Executive compensation: Contingent closing awards were granted—G. Timothy Laney (CEO) received 377,724 restricted shares and Aldis Birkans (President) received 189,825 restricted shares. One‑third of each award is performance‑based (vesting Dec 15, 2026, subject to integration and cost‑savings goals); two‑thirds vest quarterly starting March 15, 2027.

Why It Matters
This filing confirms NBHC’s strategic acquisition and the immediate integration of Vista’s banking operations, which will affect NBHC’s consolidated balance sheet and operations. The deal structure (share + cash consideration, escrow for tangible equity adjustments) and the conversion/cash‑out of Vista equity instruments define the near‑term cash flow and share dilution impact for NBHC shareholders. New board representation from Vista and the significant restricted‑stock grants to NBHC’s CEO and President tie management incentives to integration and cost‑saving targets, signaling focus on realizing merger synergies.