National Bank Holdings Corp 8-K

What Happened National Bank Holdings Corporation announced it issued and sold $150,000,000 aggregate principal amount of 5.875% Fixed-to-Floating Rate Subordinated Notes due 2036. The offering closed on February 11, 2026, under an underwriting agreement dated February 9, 2026 with Piper Sandler & Co. Net proceeds to the company were approximately $147.3 million after a 1.25% underwriting discount and estimated offering expenses. The notes were issued under an indenture with U.S. Bank Trust Company, N.A. as trustee and will be used for general corporate purposes.

Key Details

• Principal amount: $150,000,000; offering closed Feb 11, 2026.
• Net proceeds: ~ $147.3 million (1.25% underwriting discount + expenses).
• Interest: 5.875% fixed, semiannual, from issue date through Feb 14, 2031; thereafter floating at Three-Month Term SOFR (floor 0%) + 241 basis points, payable quarterly, until Feb 15, 2036 maturity.
• Redemption: Company may redeem (whole or part) beginning Feb 15, 2031, and may redeem in whole upon certain tax or capital events; notes are subordinated obligations.

Why It Matters This transaction increases NBHC’s outstanding subordinated debt and provides about $147.3 million of additional capital for general corporate use. For investors, the notes add a fixed interest cost for roughly five years and then convert to a floating rate tied to SOFR, which could raise or lower future interest expense depending on market rates. Because the securities are subordinated, they rank below senior creditors in a liquidation scenario—an important credit consideration for bond and equity investors. Full terms and legal documents are filed with the SEC and summarized in the company’s 8-K.