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. effective January 7, 2026. Under the Merger Agreement dated September 15, 2025, Vista merged into NBHC (NBHC is the surviving corporation) and, immediately after, Vista Bank merged into NBH Bank (NBH Bank is the surviving bank). The filing was made on Form 8-K (Item 8.01) and includes related financial disclosures.

Key Details

• Closing date of the transaction: January 7, 2026.
• Structure: Vista Bancshares merged into NBHC; Vista Bank (Texas) merged into NBH Bank (Colorado), with NBHC/NBH Bank as the surviving entities.
• NBHC filed Vista’s financials as exhibits: audited consolidated financials for years ended Dec 31, 2024 and 2023; interim unaudited statements as of Sept 30, 2025; and unaudited pro forma condensed combined financial statements giving effect to the merger (pro forma balance sheet as of Sept 30, 2025 and pro forma income statements reflecting the merger as if completed on Jan 1, 2024).
• The filing includes a consent from Vista’s independent auditor (Whitley Penn, LLP) and a standard forward-looking statements caution.

Why It Matters
For investors, the filing confirms the merger is complete and provides the financial documents and pro forma statements needed to evaluate how Vista’s assets, liabilities and results would affect NBHC’s financials. The pro forma statements let investors see combined balance sheet and income statement impacts (including results shown as if the merger had occurred earlier). Review the attached Vista financials and the pro forma combined financials to assess potential effects on NBHC’s scale, loan portfolio, deposits and future reported results. The 8-K also contains the company’s forward-looking risk disclosures and states the historical NBHC financial statements were not updated by this filing.