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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-35654

NATIONAL BANK HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

27-0563799

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

7800 East Orchard Road, Suite 300, Greenwood Village, Colorado 80111

(Address of principal executive offices) (Zip Code)

Registrant’s telephone, including area code:

(303) 892-8715

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, Par Value $0.01	NBHC	New York Stock Exchange

Securities registered pursuant to section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 30, 2025, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $1,411,000,000 based on the closing sale price as reported on the New York Stock Exchange.

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of February 19, 2026, NBHC had outstanding 45,013,622 shares of Class A voting common stock with $0.01 par value per share, excluding 988,513 shares of restricted Class A common stock issued but not yet vested.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s definitive proxy statement for its 2026 Annual Meeting of Shareholders to be filed within 120 days of December 31, 2025 will be incorporated by reference into Part III of this Form 10-K where indicated.

Table of Contents

INDEX


			Page
Cautionary Notes Regarding Forward Looking Statements			4
PART I	Item 1.	Business	5

	Item 1A.	Risk Factors	24

	Item 1B.	Unresolved Staff Comments	39

	Item 1C.	Cybersecurity	39

	Item 2.	Properties	40

	Item 3.	Legal Proceedings	41

	Item 4.	Mine Safety Disclosures	41

PART II	Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	41

	Item 6.	[Reserved]	43

	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	44

	Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	77

	Item 8.	Financial Statements and Supplementary Data	78

	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	138

	Item 9A.	Controls and Procedures	138

	Item 9B.	Other Information	140

	Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	140

PART III	Item 10.	Directors, Executive Officers and Corporate Governance	140

	Item 11.	Executive Compensation	140

	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	141

	Item 13.	Certain Relationships and Related Transactions, and Director Independence	141

	Item 14.	Principal Accountant Fees and Services	141

PART IV	Item 15.	Exhibits and Financial Statement Schedules	142

Signatures			146

Table of Contents

GLOSSARY OF ACRONYMS, ABBREVIATIONS AND TERMS


Omnibus Plan	2023 Omnibus Incentive Plan	FHLB	Federal Home Loan Bank
2UniFi Plan	2023 Equity Unit Incentive Plan	FHLMC	Federal Home Loan Mortgage Corporation
ACL	Allowance for credit losses	Fintech	Financial technology company
The acquisition	The acquisition of Vista Bancshares, Inc.	FNMA	Federal National Mortgage Association
AFS	Available-for-sale	FRB	Federal Reserve Bank
The agencies	The Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve, and the Federal Deposit Insurance Corporation	FTE	Fully taxable equivalent
AIR	Accrued interest receivable	GAAP	Generally accepted accounting principles
AOCI	Accumulated other comprehensive income (loss)	GDP	Gross domestic product
ASC	Accounting Standards Codification	Genius Act	Guiding and Establishing National Innovation for U.S. Stablecoins Act
ASPP	Associate Stock Purchase Plan	GNMA	Government National Mortgage Association
ASU	Accounting Standards Update	GSE	Government sponsored entity
ATM	Automated Teller Machine	HPI	Home price index
Banks	NBH Bank and Bank of Jackson Hole Trust, collectively	HTM	Held-to-maturity
BHCA	Bank Holding Company Act of 1956, as amended	HUD	U.S. Department of Housing and Urban Development
BOJH	Bank of Jackson Hole	ISDA	International Swaps and Derivative Association
BOJHT	Bank of Jackson Hole Trust	LGD	Loss Given Default
BOLI	Bank-owned life insurance	LTV	Loan-to-value
BSA/AML	Bank Secrecy Act/Anti-money laundering	MBS	Mortgage-backed securities
Cambr	Cambr Solutions, LLC	MSA	Metropolitan statistical area
CECL	Current expected credit loss	MSR	Mortgage servicing right
CEO	Chief Executive Officer	NBHC or the Company	National Bank Holdings Corporation and all affiliates
CFPB	Consumer Financial Protection Bureau	NCO	Net charge-offs
CISO	Chief Information Security Officer	NOLs	Net operating loss carryovers
CODM	Chief operating decision maker	OBBBA	One Big Beautiful Bill Act
Common stock	Class A common stock, par value $0.01 per share	OCC	Office of the Comptroller of the Currency
Common stock equivalents	Stock options outstanding, certain unvested restricted shares, or other contracts to issue common shares	OCI	Other Comprehensive Income
Covered Transactions	Credit and non-credit transactions	OREO	Other real estate owned
CRA	Community Reinvestment Act	PCD	Purchased credit deteriorated
CRE	Commercial real estate	PD	Probability of Default
CTO	Chief Technology Officer	PSU	Performance stock unit
CSA	Credit Support Annexes	RCB	Rock Canyon Bank
DCF	Discounted cash flow	Repurchase	Repurchase the mortgage loans with identified defects, indemnify the investor or insurer, or reimburse the investor for credit loss incurred on the loan
DIF	Deposit Insurance Fund	ROTA	Return on tangible assets
Dodd-Frank Act	Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010	S&P	Standard and Poor’s
DOJ	Department of Justice	SBA	Small Business Administration
EGRRCPA	Economic Growth, Regulatory Relief and Consumer Protection Act	SBA Preferred Lender	An approved participant in the SBA Preferred Lender’s Program
EPS	Earnings Per Share	SEC	Securities and Exchange Commission
Exchange Act	The Securities Exchange Act of 1934	SOFR	Secured overnight financing rate
FASB	Financial Accounting Standards Board	Topic 606	FASB ASC Topic 606
FDI Act	Federal Deposit Insurance Act	Transaction deposits	Demand, savings, and money market deposits
FDIC	Federal Deposit Insurance Corporation	TSR	Total shareholder return
FDICIA	FDIC Improvement Act of 1991	USA PATRIOT Act	Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
Federal Reserve	Federal Reserve System	Vista	Vista Bancshares, Inc.
FHA	Federal Housing Administration

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements do not discuss historical facts but instead relate to expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance. Forward-looking statements are generally identified by words such as “anticipate,” “believe,” “can,” “would,” “should,” “could,” “may,” “predict,” “seek,” “potential,” “will,” “estimate,” “target,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “intend,” “goal,” “focus,” “maintains,” “future,” “ultimately, ” “likely,” “ensure,” “strategy,” “objective,” and similar words or phrases. These statements are only predictions and involve estimates, known and unknown risks, assumptions and uncertainties. We have based these statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, liquidity, results of operations, business strategy and growth prospects.

Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements due to a number of factors, including, but are not limited to:

●

business and economic conditions along with external events, both generally and in the financial services industry;

●

susceptibility to credit risk and fluctuations in the value of real estate and other collateral securing a significant portion of our loan portfolio, including with regards to real estate acquired through foreclosure, and the accuracy of appraisals related to such real estate;

●

changes impacting monetary supply and the businesses of our clients and counterparties, including levels of market interest rates, inflation, currency values, monetary, fiscal, and international trade policy, and the volatility of trading markets;

●

our ability to maintain sufficient liquidity to meet the requirements of deposit withdrawals and other business needs;

●

our desire to raise additional capital in connection with strategic growth initiatives and our ability to access the capital markets when desired or on favorable terms;

●

changes in the fair value of our investment securities due to market conditions outside of our control;

●

our investments in 2UniFi and other fintechs and initiatives may subject us to material financial, reputational and strategic risks;

●

the allowance for credit losses and fair value adjustments may be insufficient to absorb losses in our loan portfolio;

●

any service interruptions, cyber incidents or other breaches relating to our technology systems, security systems or infrastructure or those of our third-party providers;

●

the occurrence of fraud or other financial crimes within our business;

●

competition from other financial services providers, including traditional financial institutions and fintechs, and the effects of disintermediation within the banking business including consolidation within the industry;

●

changes to federal government lending programs like the SBA’s Preferred Lender Program and the FHA’s insurance programs, including the impact of changes in regulations, budget appropriations and a prolonged government shutdown on such programs;

Table of Contents

●

impairment of our mortgage servicing rights, disruption in the secondary market for mortgage loans, declines in real estate values, or being required to repurchase mortgage loans or reimburse investors;

●

claims and litigation related to our fiduciary responsibilities in connection with our trust and wealth business;

●

our ability to manage and execute our organic growth and acquisition strategies, including our ability to realize the expected benefits of our acquisition strategies;

●

developments in technology, such as artificial intelligence, the success of our digital growth strategy, and our ability to incorporate innovative technologies in our business and provide products and services that satisfy our clients’ expectations for convenience and security;

●

our ability to integrate Vista Bank into our business may be more difficult, costly or time consuming than expected and we may fail to realize the anticipated benefits or cost savings of the acquisition;

●

failure to obtain regulatory approvals or consummate attractive acquisitions or continue to increase organic loan growth would restrict our growth plans;

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the accuracy of projected operating results for assets and businesses we acquire as well as our ability to drive organic loan growth to replace loans in our existing portfolio with comparable loans as loans are paid down;

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our ability to comply with and manage costs related to extensive and potentially expanding government regulation and supervision, including current and future regulations affecting bank holding companies and depository institutions;

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our ability to execute our capital allocation strategy, including paying dividends or repurchasing shares, given regulatory limitations;

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the application of any increased assessment rates imposed by the FDIC;

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claims or legal action brought against us by third parties or government agencies;

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the loss of our executive officers and key personnel;

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changes to federal, state and local laws and regulations along with executive orders applicable to our business, including tax laws; and

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other factors, risks, trends and uncertainties described under “Part I, Item 1. Business,” “Part I, Item 1A. Risk Factors,” “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Annual Report and in our other filings with the SEC.

Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events or circumstances, except as required by applicable law.

PART I: FINANCIAL INFORMATION

Item 1. BUSINESS.

Summary

NBHC is a bank holding company that has elected financial holding company status and was incorporated in the State of Delaware in 2009. The Company is headquartered in Greenwood Village, Colorado, and its primary operations are conducted through its wholly owned subsidiaries, NBH Bank, BOJHT and 2UniFi, LLC. The Company provides a variety of banking

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products and services to both commercial and consumer clients through a network of over 90 banking centers, as of December 31, 2025, located primarily in Colorado, the greater Kansas City region, Texas, Utah, Wyoming, New Mexico and Idaho, as well as through online and mobile banking products and services. As of December 31, 2025, we had $9.9 billion in assets, $7.4 billion in loans, $8.3 billion in deposits, $1.4 billion in shareholders’ equity and $1.3 billion in assets under management in our trust and wealth management business.

NBH Bank is a Colorado state-chartered bank and a member of the FRB of Kansas City. At December 31, 2025, we operated under the following brand names as divisions of NBH Bank: in Colorado, Community Banks of Colorado and Community Banks Mortgage; in Kansas and Missouri, Bank Midwest and Bank Midwest Mortgage; in Wyoming, Bank of Jackson Hole and Bank of Jackson Hole Mortgage; and in Texas, Utah, New Mexico and Idaho, Hillcrest Bank and Hillcrest Bank Mortgage.

BOJHT is a Wyoming state-chartered bank and a member of the FRB of Kansas City. Our trust and wealth business currently operates under the Wyoming charter as Bank of Jackson Hole Trust and Bank of Jackson Hole Trust and Wealth Partners.

The Company continues to invest in digital solutions for clients through our financial ecosystem 2UniFi, which launched the initial phase in July 2025. 2UniFi, LLC, a wholly owned subsidiary of NBHC, is a national platform for providing banking services to small- and medium-sized businesses, digital payment tools and financial services information management. We believe these services will address borrowings, depository and cash management needs for our clients by providing digital access to financial services, real-time information and digital payment solutions. We continue to focus on growing our core business while also innovating and building partnerships that will help us deliver a comprehensive digital financial ecosystem.

Our Acquisitions

We began banking operations in October 2010 and, as of December 31, 2025, we had completed eight bank acquisitions and one non-bank acquisition of a deposit processing technology company. We have transformed these acquisitions into one collective banking operation with a strong capital position, organic growth, prudent underwriting, a granular and well-diversified loan portfolio and meaningful market share with continued opportunity for expansion. Our historical growth coincides with the Company’s initial strategic goals of becoming a leading regional bank holding company through selective acquisitions and strong organic growth. Thus, we have had a framework in place since inception to support crossing $10.0 billion in assets and continue to invest in our risk management and operational infrastructure to meet regulatory standards and expectations. During 2026, the Company acquired its ninth bank, which expanded the Company’s total assets over $10.0 billion.

Recent acquisitions

All of our acquisitions were accounted for under the acquisition method of accounting, and accordingly, all assets acquired and liabilities assumed were recorded at their respective acquisition date fair values and the fair value discounts/premiums on loans are being accreted over the lives of the loans.

Vista Acquisition

On January 7, 2026, the Company completed its acquisition of Vista, the bank holding company of Texas-based Vista Bank. At December 31, 2025, Vista held $2.5 billion in total assets, $1.9 billion in loans and $2.2 billion in deposits. Pursuant to the agreement executed in September 2025, the Company paid cash consideration and issued shares of the Company’s common stock in exchange for all of the outstanding common stock of Vista. The transaction was valued at approximately $377.7 million in the aggregate, including $89.0 million in cash and 7.3 million shares of the Company’s common stock, based on the closing price on January 6, 2026 of $39.51. With the completion of the acquisition, NBHC has approximately $12.4 billion in pro forma assets and $10.5 billion in pro forma deposits, before final purchase accounting adjustments. The acquisition expanded the Company’s presence in Texas, acquiring 11 banking centers in Dallas-Ft. Worth, Austin, and Lubbock, as well as one banking center in Palm Beach, Florida.

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Our Market Area

Our core markets are broadly defined as Colorado, the greater Kansas City region, Texas, Utah, Wyoming, New Mexico and Idaho. We are the third largest banking center network among Colorado-based banks and the sixth largest banking center network in the greater Kansas City MSA among Missouri- and Kansas-based banks ranked by deposits as of June 30, 2025 (the last date as of which data are available), according to S&P Global. Other major MSAs in which we operate include Salt Lake City, Utah; Jackson, Wyoming; Dallas-Fort Worth-Arlington and Austin-Round Rock, Texas; and Boise City, Idaho.

We believe that our established presence in our markets positions us well for growth opportunities. An integral component of our foundation and growth strategy has been to capitalize on market opportunities and acquire financial services franchises. Our primary focus has been on markets that we believe are characterized by some or all of the following: (i) attractive demographics with household income and population growth above the national average; (ii) concentration of business activity; (iii) high quality deposit bases; (iv) an advantageous competitive landscape that provides opportunity to achieve meaningful market presence; (v) consolidation opportunities as well as potential for add-on transactions; and (vi) markets sizeable enough to support our long-term organic growth objectives.

The table below describes certain key demographic statistics regarding our markets:


									Top 3
									competitor
			# of				Median		combined
	Deposits		businesses	Population	Unemployment	Population	household		deposit
	(billions)		(thousands)	(millions)	rate⁽¹⁾	growth⁽²⁾	income		market share
Denver, CO	$	107.9	> 250	3.0	3.8%	9.6%	$	106,833	50%
Front Range, CO⁽³⁾		146.9	> 250	4.9	3.8%	11.9%		101,716	49%
Kansas City, MO-KS MSA		99.7	> 250	2.2	3.9%	7.9%		80,127	51%
Austin, TX		69.3	> 250	2.6	3.6%	33.1%		102,412	47%
Dallas, TX		420.8	> 250	8.4	4.0%	20.3%		88,783	60%
Salt Lake City, UT⁽⁴⁾		118.3	> 250	2.7	3.7%	14.6%		100,183	69%
Jackson, WY-ID		2.9	11	0.0	—	7.7%		115,296	78%
Boise City, ID		17.9	143	0.8	3.5%	27.2%		86,463	49%
U.S.⁽⁵⁾					4.4%	5.7%		78,770	57%


(1)		Unemployment data are as of December 31, 2025.
(2)		For the period 2015 through 2025.
(3)		Colorado Front Range is a population weighted average of the following Colorado MSAs: Denver, Boulder, Colorado Springs, Fort Collins and Greeley.
(4)		Salt Lake City is a population weighted average of the following Utah MSAs: Salt Lake City, Ogden and Provo-Orem.
(5)		Top 3 competitor combined deposit market share based on U.S. Top 20 MSAs (determined by population).

Source: S&P Global as of December 31, 2025, except Deposits and Top 3 Competitor Combined Deposit Market Shares, which reflects data as of June 30, 2025.

Our Business Strategy

As part of our goal of becoming a leading regional community financial services company, we seek to continue to generate strong organic growth, as well as pursue selective acquisitions of financial institutions and other complementary businesses. Our focus is on building organic growth through strong banking relationships with small- and medium-sized businesses and consumers in our primary markets, while maintaining a low-risk profile designed to generate reliable income streams and attractive returns.

The key components of our strategic plan are:

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Focus on client-centered, relationship-driven banking strategy. Our business and commercial bankers focus on small- to medium-sized businesses with an advisory approach that emphasizes understanding the client’s business and offering a complete array of loan, deposit and treasury management products and services. Our business and commercial bankers are supported by treasury management teams in each of their markets, which allows us to more effectively deliver a comprehensive suite of products and services to our business clients and further deepen our banking relationships. Our consumer bankers focus on knowing their clients in order to best meet their financial needs, offering a full complement of loan, deposit, online and mobile banking solutions, mortgages and trust and wealth management services.

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Expansion of commercial banking, business banking and specialty businesses. We have made strategic investments in our commercial relationship managers, as well as developed significant capabilities across our business banking and several specialty commercial banking offerings. Our strategy is to originate a high-quality loan portfolio that is diversified across industries and granular in loan size. We have preferred lender status with the SBA, providing a leveraged platform for growth in the business lending segment. We believe we are well-positioned to leverage our operating and risk management infrastructure through organic growth, and we intend to continue to drive profitable growth through our commercial relationship managers within our markets.

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Expansion through organic growth, competitive product and digital offerings. We believe that our focus on serving consumers and small- to medium-sized businesses, coupled with our competitive product offerings, trust and wealth management services offered through Bank of Jackson Hole Trust and our digital solution 2UniFi, continues to expand our revenue base and diversify our sources of fee income. We conduct regular market and competitive analysis to determine which products and services are best suited for our clients. Our teams also continue to pursue opportunities to deepen client relationships, which we believe will further increase our organic loan origination volumes and attract new transaction accounts that offer lower cost of funds and higher fee generating activity.

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Continue to strengthen profitability through organic growth and operating efficiencies. We utilize a centralized core technology platform and operating policies while maintaining local branding and leadership, which allows us to support growth and realize operating efficiencies throughout our enterprise. We believe that we have the infrastructure in place to support our future revenue growth without causing non-interest expenses to increase by a corresponding amount. Our growth strategy is primarily focused on organic initiatives in order to accelerate our growth in profitability. Key priorities to strengthen profitability include the continued ramp-up of loan production, growing lower-cost core deposits, implementing additional fee-based business initiatives and further enhancing operational efficiencies, including banking center consolidations.

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Maintain conservative risk profile and sound risk management practices. Strong risk management is an important element of our operating philosophy. We maintain a conservative risk culture with adherence to comprehensive and seasoned policies across all areas of the organization. We implement self-imposed concentration limits on our loan portfolio to ensure a granular and diverse loan portfolio and protect against downside risk to any particular industry or real estate sector. To manage credit risk and yield, we take a careful approach to extending new credit. Our risk management approach seeks to identify, assess and mitigate risk and minimize any resulting losses. We have implemented processes to identify, measure, monitor, report and analyze the types of risk to which we are subject. To manage liquidity risk, the Company maintains a liquidity profile focused on core deposits and stable long-term funding sources. Our investment security portfolio has a short average duration and is largely backed by U.S. government or GSEs. We believe our risk management policies establish appropriate limitations that allow for the prudent oversight of such risks that include, but are not limited to the following: credit, liquidity, market, operational, legal and compliance, reputational, and strategic and business risk.

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Expansion through our digital solution 2UniFi. During 2025, 2UniFi reached a significant milestone by launching phase one of its buildout. The first phase introduced two capabilities, including convenient access to SBA working capital loans and an automated nightly business sweep deposit account that earns interest on excess deposits. Having a foundational infrastructure in place, 2UniFi is beginning to shift from constructing systems to activating services. Moving forward, 2UniFi will continue to focus on providing a unified client experience that helps small- and medium-sized business owners manage financial products and services across multiple banks and fintechs. The platform operates with a full-service banking charter utilizing a scalable and secure architecture.

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Pursue disciplined acquisitions or other expansionary opportunities. Acquisitions or other expansionary opportunities can be complementary to our growth strategy. We intend to carefully select opportunities that we believe have stable core deposit franchises, have significant growth potential or will add asset generation capabilities or fee income streams while structuring the opportunities to limit risk. Further, we seek transactions that offer opportunities for clear financial benefits with valuations that have acceptable levels of earnings accretion, tangible book value dilution/earn-back, and internal rates of return. We seek to acquire or expand into financial services franchises in markets that exhibit attractive demographic attributes and business growth trends, and we believe that our focus on attractive markets will provide long-term opportunities for organic growth. Our main focus is on our primary markets of Colorado, the greater Kansas City region, Texas, Utah, Wyoming, New Mexico and Idaho, including teams, asset portfolios, specialty commercial finance businesses, and whole banks. From time to time, we also consider other types of opportunities that would be expected to improve our profitability, leverage greater scale and/or leverage technology to grow our digital offerings.

We believe our strategy of strong organic growth through the retention, expansion and development of client-centered relationships and growth through selective acquisitions or other expansionary opportunities in attractive markets provides flexibility regardless of economic conditions. Our established platform for assessing, executing and integrating acquisitions, our attractive market factors, our franchise scale in our targeted markets, and our relationship-centered banking focus provide growth opportunities for our banking franchise. While the prolonged inflationary environment has created operating stress for many businesses, our teams continually monitor the financial health of our clients in order to manage risk. Our strong capital, liquidity, diversified sources of fee revenue and disciplined expense management have allowed us to prudently navigate changes in economic conditions. We believe we are well positioned to continue to support our clients and communities.

Products and Services

Through NBH Bank, our primary business is to offer a full range of banking products and financial services to our commercial, business and consumer clients, who are predominantly located in Colorado, the greater Kansas City region, Texas, Utah, Wyoming, New Mexico and Idaho. Through the Bank of Jackson Hole Trust, our primary business is to offer trust and wealth management services to our clients. We conduct our banking business with over 90 banking centers across our footprint as of December 31, 2025. Our distribution network also includes 103 ATMs as well as fully integrated online banking and mobile banking services. We offer a high level of personalized service to our clients through our relationship managers and banking center associates. We believe that a personalized banking relationship that includes multiple services, such as loan and deposit services, online and mobile banking solutions, treasury management products and services and trust and wealth management services, is the key to profitable and long-lasting client relationships. We believe that our local focus and decision making provide us with a competitive advantage.

Our primary strategic objective is to serve small- to medium-sized businesses in our markets with a variety of unique solutions and useful services, including a full array of banking products, while maintaining a strong and disciplined credit culture and delivering excellent client service. We offer a variety of products and services that are focused on the following areas:

Commercial and Specialty Banking

Our commercial bankers focus on small- to medium-sized businesses and commercial real estate investors/developers with an advisory approach that emphasizes understanding the client’s business and offering a complete suite of loan, deposit and treasury management products and services. We have invested significantly in our commercial banking capabilities, attracting experienced commercial bankers from competing institutions in our markets, which positions us well for continued growth in our originated loan portfolio. Our commercial relationship managers offer a wide range of commercial loan products, including:

Commercial and Industrial Loans—We originate commercial and industrial loans, including working capital loans, equipment loans, lender finance loans, food and agribusiness loans, government and non-profit loans, owner occupied commercial real estate loans and other commercial loans. The terms of these loans vary by purpose and by type of underlying collateral, if any.

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Working capital loans generally have terms of one to three years, are usually secured by accounts receivable and inventory and often carry the personal guarantees of the principals of the business. Equipment loans are generally secured by the financed equipment at advance rates that we believe are appropriate for the equipment type. In the case of owner-occupied commercial real estate loans, we are usually the primary provider of financial services for the company and/or the principals and the primary source of repayment is through the cash flows generated by the borrowers’ business operations. Owner-occupied commercial real estate loans are typically secured by a first lien mortgage on real property plus assignments of all leases related to the properties. Underwriting guidelines generally require borrowers to contribute cash equity that results in an 80% or less LTV ratio on owner-occupied properties. As of December 31, 2025, substantially all of our commercial and industrial loans were secured.

Non-Owner Occupied Commercial Real Estate Loans—Non-owner occupied CRE consists of loans to finance the purchase of commercial real estate and development loans. Our non-owner occupied CRE loans include commercial properties such as multifamily, hospitality, office buildings, warehouse/distribution buildings and retail buildings. These loans are typically secured by a first lien mortgage or deed of trust, as well as assignments of all related leases. Underwriting guidelines generally require borrowers to contribute cash equity that results in the lesser of a 75 percent or less loan to cost or loan to value ratio.

We seek to reduce the risks associated with commercial mortgage lending by focusing our lending in our primary markets. Although non-owner occupied CRE is not a primary focus of our lending strategy, we have developed teams of dedicated CRE bankers in each of our markets who possess the depth and breadth of both market knowledge and industry expertise, which serves to further mitigate risk of this product type.

Small Business Administration Loans— We offer a range of U.S. Small Business Administration, or SBA, loans to support small businesses and entrepreneurs seeking growth capital, working capital, or other capital investments. As a Preferred Lender Provider of the SBA, we are able to expedite SBA loan approval, closing, and servicing functions through delegated authority to underwrite and approve loans on behalf of the SBA. We utilize the SBA 7(a), SBA 504, SBA Express, and SBA CAPLine loan programs. In addition to the SBA programs, we also originate U.S. Department of Agriculture and Farm Service Agency loans.

Commercial Deposit and Treasury Management Products (including business online and mobile banking)—Our commercial bankers are focused on providing value-added deposit products to our clients that optimize their cash management. We are focused on full-relationship banking, including banking core operating accounts and ancillary accounts. We also provide our commercial clients with money market accounts and short-term repurchase reserve accounts depending on their individual needs. In addition, we provide a wide array of treasury management solutions to our clients, including business online and mobile banking, commercial credit card services, wire transfers, automated clearing house services, electronic bill payment, lock box services, remote deposit capture services, merchant processing services, cash vault, controlled disbursements, fraud prevention services through positive pay and other auxiliary services, such as account reconciliation, collections, repurchase accounts, zero balance accounts and sweep accounts.

Business Loans—Business loans consist of term loans, line of credit, and real estate secured loans. The terms of these loans vary by purpose and by type of underlying collateral, if any. Business loans generally require LTV ratios of not more than 75 percent. Business loans also assist in the growth of our deposits because many business loan borrowers establish noninterest-bearing and interest-bearing demand deposit accounts and treasury management relationships with us. Those deposit accounts help us to reduce our overall cost of funds, and those treasury management relationships provide us with a source of non-interest income.

Residential and Personal Banking

Our personal bankers focus on knowing their clients in order to best meet their financial needs, offering a full complement of loan, deposit and online and mobile banking solutions. We strive to do business in the areas served by our banking centers, which is also where our marketing is focused, and the vast majority of our new loan and deposit clients are located in existing market areas.

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All of our newly originated consumer loans are on a direct to consumer basis. We offer a variety of consumer loans, including:

Residential Real Estate Loans—Residential real estate loans consist of loans secured by the primary or secondary residence of the borrower as well as properties the borrower holds for investment. These loans consist of closed loans, which are typically amortizing over a 10- to 30-year term. Our LTV benchmark for these loans will generally be below 80 percent at inception unless related to certain internal or government programs where higher LTV’s may be warranted, along with satisfactory debt-to-income ratios. These residential real estate loans are generally originated under terms and conditions consistent with secondary market guidelines. Some of these loans will be placed in the Bank’s loan portfolio; however, a majority are sold in the secondary market and provide a significant source of fee income. The majority of loans sold are sold with servicing released. We have residential banking products, servicing capabilities and residential loan origination channels. In addition to the referral business through our existing consumer client base, we have a dedicated team of mortgage bankers who focus origination efforts primarily on new purchase activity and secondarily on refinance activity. We also offer open- and closed-ended home equity loans, which are loans generally secured by second lien positions on residential real estate, and residential construction loans to consumers and builders for the construction of residential real estate. We do not originate or purchase negatively amortizing or sub-prime residential loans.

Consumer Loans—Consumer loans are structured as small personal lines of credit and term loans, with the latter generally bearing interest at a higher rate and having a shorter term than residential mortgage loans. Consumer loans are both secured (for example by deposit accounts, brokerage accounts or automobiles) and unsecured and carry either a fixed rate or variable rate. Examples of our consumer loans include home improvement loans not secured by real estate, new and used automobile loans and personal lines of credit.

Deposit Products (including online and mobile banking)—We offer a variety of deposit products to our clients, including checking accounts, savings accounts, money market accounts, health savings accounts and other deposit accounts, including fixed-rate, fixed maturity time deposits ranging in terms from three months to five years, and individual retirement accounts. We view deposits as an important part of the overall client relationship and believe they provide opportunities to cross-sell other products and services. We intend to continue our efforts to attract lower-cost transaction deposits from our client relationships. Consumer deposit flows are significantly influenced by general and local economic conditions, changes in prevailing interest rates, internal pricing decisions and competition. Our deposits are primarily obtained from areas surrounding our banking centers. In order to attract and retain deposits, we rely on providing high-quality service, competitive pricing and introducing new products and services that meet our clients’ needs.

We also offer comprehensive, user-friendly mobile and online banking platforms allowing our clients to pay bills, access statements, deposit checks and transfer funds, amongst other features, online or on-the-go.

Cambr Deposit Services

Cambr is a digital deposit acquisition and processing platform designed to gather deposits from accounts offered through third-party embedded finance companies. The deposits provide liquidity to banks within the Cambr network and offer an alternative to traditional wholesale funding sources. The platform provides Cambr clients with an opportunity to generate increased returns on deposits placed into the network while ensuring the safety of FDIC insurance.

Trust and Wealth Management Services

Through the Bank of Jackson Hole Trust, the Company provides trust, estate and wealth management services. Acting as a trust fiduciary, our trust team provides tailored professional services in the best interest of each trust beneficiary while avoiding conflicts of interest. Through our wealth management services, we offer a customized strategy for each of our clients that supports their long-term financial goals. We manage investment portfolios for individuals, trusts, endowments, charities and entities, and retirement accounts with approximately $1.3 billion of assets under management. Our trust and wealth team rounds out our full-service offerings to provide the complete spectrum of tools and support for our clients’ financial needs.

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Lending Activities

Our loan portfolio includes commercial and industrial loans, commercial real estate loans, residential real estate loans, business loans and consumer loans. The principal risk evaluated with each category of loans we make is the creditworthiness of the borrower. Borrower creditworthiness is affected by general economic conditions and the attributes of the borrower’s market or industry segment. Attributes of the relevant business market or industry segment include the economic and competitive environment, changes to supply or demand, threat of substitutes and barriers to entry and exit. In our credit underwriting process, we carefully evaluate the borrower’s industry, operating performance, liquidity and financial condition. We underwrite credits based on multiple repayment sources, including operating cash flow, liquidation of collateral and guarantor support, where appropriate. We closely monitor the operating performance, liquidity and financial condition of borrowers through analysis of periodic financial statements and meetings with the borrower’s management. As part of our credit underwriting process, we also review the borrower’s total debt obligations on a global basis. Our credit policy requires that key risks be identified and measured, documented and mitigated, to the extent possible, to seek to ensure the soundness of our loan portfolio.

Our credit policy also provides detailed procedures for making loans to individual and business clients along with the regulatory requirements to ensure that all loan applications are evaluated subject to our fair lending policy. Our credit policy addresses the common credit standards for making loans to clients, the credit analysis and financial statement requirements, the collateral requirements, including insurance coverage where appropriate, as well as the documentation required. Our ability to analyze a borrower’s current financial health and credit history, as well as the value of collateral as a secondary source of repayment, when applicable, are significant factors in determining the creditworthiness of loans to clients. We require various levels of internal approvals based on the characteristics of such loans, including the size, nature of the exposure and type of collateral, if any. We believe that the procedures required by our credit policies enhance internal responsibility and accountability for underwriting decisions and permit us to monitor the performance of credit decision-making. An integral element of our credit risk management strategy is the establishment and adherence to concentration limits for our portfolio. We have established concentration limits that apply to our portfolio based on product types such as commercial real estate, consumer lending, and various categories of commercial and industrial lending. For more detail on our credit policies, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Financial Condition-Asset Quality.”

Competition

The banking landscape in our primary markets of Colorado, the greater Kansas City region, Texas, Utah, Wyoming, New Mexico and Idaho is highly competitive and quite fragmented, with many small banks having limited market share while the large out-of-state national and super-regional banks control the majority of deposits and profitable banking relationships. We compete actively with national, regional and local financial services providers, including: banks, thrifts, credit unions, mortgage companies, finance companies, trust companies and fintechs.

Competition among providers of financial products and services continues to increase, with consumers having the opportunity to select from a variety of traditional brick and mortar banks and nontraditional alternatives, such as online banks and fintechs. Competition among providers is based on many factors. The primary factors driving commercial and consumer competition for loans and deposits are interest rates, the fees charged, client service levels and the range of products and services offered. In addition, other competitive factors include the location and hours of our banking centers, the client service orientation of our associates and the availability of digital banking products and services. We believe the most important of these competitive factors that determine our success are our consumer bankers’ focus on knowing their individual clients in order to best meet their financial needs and our business and commercial bankers’ focus on small- to medium-sized businesses with an advisory approach that emphasizes understanding the client’s business and offering a complete array of loan, deposit and treasury management products and services through our banking centers and our digital banking platform.

We recognize that there are banks and other financial services companies with which we compete that have greater financial resources, access to more capital and higher lending capacity and offer a wider range of deposit and lending instruments. However, given our existing capital base, we expect to be able to meet the majority of small- to medium-sized business and consumer banking needs.

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Human Capital

Our core values of Integrity, Meritocracy, Teamwork and Citizenship represent our belief that our Company’s long-term success is deeply tied to having a dedicated and engaged workforce and a commitment to the communities we serve. We are committed to building and contributing to a healthy workplace environment for our associates by investing in competitive compensation and benefit packages, fostering diverse viewpoints and backgrounds, providing training and career development opportunities, driving engagement of our associates and promoting qualified associates within our organization.

Associate Statistics

We work to attract, develop, and retain associates who reflect the communities we serve. Partnerships with professional associations, schools and universities embedded within our local footprint, and the use of various technology solutions assist us in developing our workforce. As of December 31, 2025, we employed 1,250 full-time and 52 part-time associates throughout our business footprint.

The market for top talent is highly competitive. We recognize that workforce turnover is not only financially costly, it also does not align with our commitment to our team. We believe we are best served by investing in the professional development of our associates and promoting qualified candidates as well as surveying and enhancing the engagement of our associates company-wide. The average tenure of service of our associates is approximately six years.

Doing Good Committee

We strongly believe that investing in our associates and communities are important elements in building and sustaining a successful organization and positive, results-driven culture. The Company has a Doing Good Committee that focuses on associate engagement and strengthening relationships within our Company and communities. The Doing Good Committee is comprised of a multi-disciplinary group of associates throughout our Banks with oversight by the executive management team.

Through the Doing Good initiative, the Company has also implemented programs to provide professional development and leadership opportunities for the entire associate base, including associate peer networks, events with keynote speakers, panels and Q&A forums to enable associate feedback.

Associate Development and Training

We believe that building the best team requires investing in our associates’ professional development. Associates have access to our learning center, NBH University, which offers a variety of courses that center around professional development. Additionally, we have connection mentors in place to assist new associates with expanding their network, building professional skills, helping navigate the organization and onboarding.

Compensation and Benefits

Our Company offers comprehensive benefits packages to our associates, including medical and pharmacy insurance, dental insurance and vision insurance as well as several voluntary benefit options. Our compensation structure recognizes the individual performance of our associates through merit-based salary increases with a focus on variable pay and paying for performance.

We also encourage our associates to invest in their long-term financial stability. Our associates have the opportunity to participate in our 401(k) plan, which includes contribution matches from the Company. Additionally, our ASPP allows eligible associates to purchase shares in our Company at a 10% discount.

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Community Engagement

We strive to make a positive impact in the communities we serve through consistent engagement, as well as maintaining strong partnerships with a wide range of charitable organizations and causes. All bank associates are granted up to eight paid hours each year to donate their time to non-profit organizations that align with our CRA initiatives, which include financial literacy, affordable housing and workforce development.

Safety and Respect in the Workplace

We are committed to providing a safe and secure work environment in accordance with applicable labor, safety, health, anti-discrimination and other workplace laws. We strive for all of our associates to feel safe and empowered at work. To that end, we maintain a whistleblower hotline that allows associates and others to anonymously voice concerns. We prohibit retaliation against an individual who reported a concern or assisted with an inquiry or investigation.

SUPERVISION AND REGULATION

The U.S. banking industry is highly regulated under federal and state law. Banking laws, regulations, and policies affect the operations of the Company and its subsidiaries. Investors should understand that the primary objective of the U.S. bank regulatory regime is the protection of depositors, the DIF, and the banking system as a whole, not the protection of the Company’s shareholders.

As a bank holding company, we are subject to inspection, examination, supervision and regulation by the Board of Governors of the Federal Reserve. The Company operates two subsidiary banks, NBH Bank and BOJHT.

Banking statutes and regulations are subject to continual review and revision by Congress, state legislatures, and federal and state regulatory agencies. A change in such statutes or regulations, including changes in how they are interpreted or implemented, could have a material effect on our business. In addition to laws and regulations, state and federal bank regulatory agencies may issue policy statements, interpretive letters and similar written guidance applicable to us and our subsidiaries.

Banking statutes, regulations and policies could restrict our ability to diversify into other areas of financial services, acquire depository institutions and make distributions or pay dividends on our equity securities. They may also require us to provide financial support to any bank that we control, maintain capital balances in excess of those desired by management and pay higher deposit insurance premiums as a result of a general deterioration in the financial condition of the Banks. We are monitoring changes in regulation, supervision, and enforcement and uncertainty in their application that could have a material effect on the Company.

The description below summarizes certain elements of the applicable bank regulatory framework. This description is not intended to describe all laws and regulations applicable to us and our subsidiaries. The description is qualified in its entirety by reference to the full text of the statutes, regulations, policies, interpretive letters and other written guidance that are described.

National Bank Holdings Corporation as a Bank Holding Company

As a bank holding company, we are subject to regulation under the BHCA and to supervision, examination, and enforcement by the Federal Reserve. Federal Reserve jurisdiction also extends to any company that we may directly or indirectly control, including non-bank subsidiaries and other companies in which we have a controlling interest.

The BHCA generally prohibits a bank holding company from engaging, directly or indirectly, in activities other than banking or managing or controlling banks, except for activities determined by the Federal Reserve to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. In 2021, the Company elected to be treated as a financial holding company pursuant to Section 4(l) of the BHCA. As a financial holding company, the Company is authorized to engage in a broader set of financial activities than a bank holding company that has not elected to be a treated as a financial holding company, including insurance underwriting and broker-dealer services as well as activities that are jointly determined

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by the Federal Reserve and the U.S. Treasury to be financial in nature or incidental to such financial activity. Financial holding companies may also engage in activities that are determined by the Federal Reserve to be complementary to financial activities, subject to certain notice requirements.

Maintaining our financial holding company status requires that the Company and our bank subsidiaries, remain “well-capitalized” and “well-managed” as defined by regulation and that our bank subsidiaries maintain at least a “satisfactory” rating under the CRA. If we or our bank subsidiaries fail to continue to meet these requirements, we could be subject to restrictions on new activities and acquisitions, and/or be required to cease and possibly divest operations that conduct activities that are not permissible for a bank holding company that does not also qualify as a financial holding company.

Subsidiaries as State-Chartered Banks

Our bank subsidiaries are NBH Bank and BOJHT. NBH Bank is a Colorado state-chartered bank and also a member of the FRB of Kansas City. As such, NBH Bank is subject to examination, supervision and regulation by both the Colorado Division of Banking and the Federal Reserve. BOJHT is a Wyoming state-chartered bank and also a member of the FRB of Kansas City. As such, BOJHT is subject to examination, supervision and regulation by both the Wyoming Division of Banking and the Federal Reserve. NBH Bank’s and BOJHT’s deposits are insured by the FDIC, in the manner and to the extent provided by law. As insured banks, NBH Bank and BOJHT are subject to the provisions of the FDI Act, and the FDIC’s implementing regulations thereunder, and may also be subject to supervision and examination by the FDIC under certain circumstances.

Under the FDICIA, the Banks must submit financial statements prepared in accordance with GAAP; reports concerning management’s responsibility for the financial statements signed by the Company’s CEO and chief accounting or financial officer; an assessment of internal controls; and an assessment of the Company’s compliance with various banking laws and regulations. In addition, the Company must submit annual audit reports to federal regulators prepared by independent auditors. As allowed by regulations, we may use our audit report prepared for the Company to satisfy this requirement. The Company must provide auditors with examination reports, supervisory agreements and reports of enforcement actions. The auditors must also attest to and report on the statements of management relating to internal controls. FDICIA also requires that the Banks form an independent audit committee consisting of outside directors only, or that the Company’s audit committee be entirely independent.

As of December 31, 2025, the Company had total assets of $9.9 billion; however, with the closing of the acquisition on January 7, 2026, our assets now exceed $10 billion and are expected to continue to exceed this threshold in 2026. A bank holding company with more than $10 billion in total consolidated assets is subject to requirements such as: (i) the applicability of Section 619 of the Dodd-Frank Act, commonly known as the Volcker Rule; (ii) increased capital, leverage, liquidity and risk management standards; and (iii) limits on interchange fees from debit cards transactions. In addition, an institution with more than $10 billion in total assets is examined by the CFPB, rather than its primary federal bank regulator, as to compliance with certain federal consumer protection and fair lending laws and regulations.

Broad Supervision, Examination and Enforcement Powers

The Federal Reserve, the FDIC and state bank regulators have broad regulatory, examination and enforcement authority over bank holding companies and banks, as applicable. Bank regulators regularly examine the operations of banks and bank holding companies. In addition, banks and bank holding companies are subject to periodic reporting and filing requirements.

Bank regulators have various remedies available if they determine that a banking organization has violated any law or regulation, that the financial condition, capital resources, asset quality, earnings prospects, management, liquidity or other aspects of a banking organization’s operations are unsatisfactory or that the banking organization is operating in an unsafe or unsound manner. The bank regulators have the power to, among other things: enjoin “unsafe or unsound” practices; require affirmative actions to correct any violation or practice; issue administrative orders that can be judicially enforced; direct increases in capital; direct the sale of subsidiaries or other assets; limit dividends and distributions; restrict growth; assess civil monetary penalties; remove officers and directors; terminate deposit insurance; and appoint a conservator or receiver.

Engaging in unsafe or unsound practices or failing to comply with applicable laws, regulations and supervisory agreements could subject the Company, its subsidiaries and their respective officers, directors and institution-affiliated parties to the

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remedies described above and other sanctions. In addition, the FDIC could terminate NBH Bank’s or BOJHT’s deposit insurance if it determined that the Banks’ financial condition was unsafe or unsound or that the Banks engaged in unsafe or unsound practices or violated an applicable rule, regulation, order or condition enacted or imposed by the Banks’ regulators.

Regulatory Capital Requirements

In General

As a bank holding company, we are subject to regulatory capital adequacy requirements implemented by the Federal Reserve. The federal banking agencies have risk-based capital adequacy guidelines intended to provide a measure of capital adequacy that reflects the degree of risk associated with a banking organization’s operations. NBH Bank and BOJHT are subject to capital adequacy guidelines as implemented by the relevant federal banking agency. In the case of the Company, NBH Bank and BOJHT, applicable capital guidelines can be found in the Federal Reserve’s Regulations H and Q.

The capital rules require banks and bank holding companies to maintain a minimum common equity tier 1 capital ratio of 4.5%, a tier 1 capital ratio of 6%, a total capital ratio of 8%, and a leverage ratio of 4%. Additionally, banks and bank holding companies are required to hold a capital conservation buffer of common equity tier 1 capital of 2.5% to avoid limitations on capital distributions (including for dividends and repurchases of stock) and executive compensation payments.

Further, the federal bank regulatory agencies may set higher capital requirements for an individual bank or when a bank’s particular circumstances warrant, and future regulatory change could impose higher capital standards as a routine matter.

The Federal Reserve may also set higher capital requirements for holding companies whose circumstances warrant it. For example, holding companies experiencing internal growth or making acquisitions are expected to maintain strong capital positions substantially above the minimum supervisory levels, without significant reliance on intangible assets.

In May 2018, the EGRRCPA was enacted to modify or remove certain financial reform rules and regulations, including some of those implemented under the Dodd-Frank Act. The EGRRCPA directed the federal banking agencies to develop an optional, simplified capital framework for qualifying banks with under $10 billion in consolidated assets, called the “Community Bank Leverage Ratio,” calculated by dividing tangible equity capital by average total consolidated assets. In October 2019, the federal banking agencies adopted a Community Bank Leverage Ratio of 9%. In 2025, the agencies proposed to revise the minimum leverage ratio requirement from greater than 9% to greater than 8%. If a “qualified community bank,” generally a depository institution or depository institution holding company with average total consolidated assets of less than $10 billion, has a leverage ratio which exceeds the Community Bank Leverage Ratio, then the institution is considered to have met all generally applicable leverage and risk based capital requirements, the capital ratio requirements for “well capitalized” status under the prompt corrective action rules and any other leverage or capital requirements to which it is subject. Following the acquisition neither the Company nor NBH Bank are eligible for this framework, though neither had adopted it prior to that date.

Prompt Corrective Action

The FDI Act requires federal bank regulatory agencies to take “prompt corrective action” with respect to FDIC-insured depository institutions that do not meet minimum capital requirements. A depository institution’s treatment for purposes of the prompt corrective action provisions will depend upon how its capital levels compare to various capital measures and certain other factors, as established by regulation. Federal banking regulators are required to take various mandatory supervisory actions and are authorized to take other discretionary actions with respect to institutions in the three undercapitalized categories. The severity of the action depends upon the capital category in which the institution is placed. Generally, subject to a narrow exception, the banking regulator must appoint a receiver or conservator for an institution that is critically undercapitalized. Our regulatory capital ratios and those of NBH Bank and BOJHT are in excess of the levels established for “well-capitalized” institutions.

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Bank Holding Companies as a Source of Strength

The Federal Reserve requires that a bank holding company serve as a source of financial and managerial strength to each bank that it controls and, under appropriate circumstances, commit resources to support each such controlled bank. This support may be required at times when the bank holding company may not have the resources to provide the support. Because we are a bank holding company, the Federal Reserve views the Company (and its consolidated assets) as a source of financial and managerial strength for any controlled depository institutions.

Under the prompt corrective action provisions, if a controlled bank is undercapitalized, then the regulators could require its bank holding company to guarantee a capital restoration plan. In addition, if the Federal Reserve believes that a bank holding company’s activities, assets or affiliates represent a significant risk to the financial safety, soundness or stability of a controlled bank, then the Federal Reserve could require the bank holding company to terminate the activities, liquidate the assets or divest the affiliates. The regulators may require these and other actions in support of controlled banks even if such action is not in the best interests of the bank holding company or its shareholders.

The Dodd-Frank Act codified the requirement that holding companies, like the Company, serve as a source of financial strength for their subsidiary depository institutions, by providing financial assistance to its depository institution subsidiaries in the event of financial distress. Under the source of strength doctrine, the Company could be required to provide financial assistance to each of the Banks should it experience financial distress.

In addition, capital loans by us to either of the Banks will be subordinate in right of payment to deposits and certain other indebtedness of the Banks. In the event of our bankruptcy, any commitment by us to a federal bank regulatory agency to maintain the capital of the Banks will be assumed by the bankruptcy trustee and entitled to a priority of payment.

Dividend Restrictions

The Company is a legal entity separate and distinct from its subsidiaries. Because the Company’s consolidated net income consists largely of the net income of NBH Bank and BOJHT, the Company’s ability to pay dividends depends upon its receipt of dividends from its subsidiaries. The ability of a bank to pay dividends and make other distributions is limited by federal and state law. The specific limits depend on a number of factors, including the banks’ type of charter, recent earnings, recent dividends, level of capital and regulatory status. As members of the Federal Reserve and state-chartered banks, NBH Bank and BOJHT are subject to Regulation H and limitations under state law with respect to the payment of dividends. Non-bank subsidiaries are also limited by certain federal and state statutory provisions and regulations covering the amount of dividends that may be paid in any given year. State member banks, such as NBH Bank and BOJHT, may not declare or pay a cash dividend if the total of all dividends declared during the calendar year, including the proposed dividend, exceeds the Banks’ net income during the current calendar year and the retained net income of the prior two calendar years, unless approved by the Federal Reserve.

The ability of a bank holding company to pay dividends and make other distributions can also be limited. The Federal Reserve has authority to prohibit a bank holding company from paying dividends or making other distributions. A bank holding company should not pay cash dividends that exceed its net income or that can be funded only in ways that weaken the bank holding company’s financial health, such as by borrowing. In addition, as a Delaware corporation, the Company is subject to certain limitations and restrictions under Delaware corporate law with respect to the payment of dividends and other distributions.

Depositor Preference

The FDI Act provides that, in the event of the “liquidation or other resolution” of an insured depository institution, the claims of depositors of the institution (including the claims of the FDIC as subrogee of insured depositors) and certain claims for administrative expenses of the FDIC as a receiver will have priority over other general unsecured claims against the institution. If one of the Banks were to fail and be placed into receivership, insured and uninsured depositors, along with the FDIC, will have priority in payment ahead of unsecured, non-deposit creditors, including us, with respect to any extensions of credit they have made to such insured depository institution.

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Limits on Transactions with Affiliates

Federal law restricts the amount and the terms of Covered Transactions between a bank and its non-bank affiliates. Covered Transactions with any single affiliate may not exceed 10% of the capital stock and surplus of each Bank, and Covered Transactions with all affiliates may not exceed, in the aggregate, 20% of each Bank’s capital and surplus. For a bank, capital stock and surplus refers to the bank’s tier 1 and tier 2 capital, as calculated under the risk-based capital guidelines, plus the balance of the ACL excluded from tier 2 capital. Each Bank’s transactions with all of its affiliates in the aggregate are limited to 20% of the foregoing capital. In addition, in connection with Covered Transactions that are extensions of credit, the Banks may be required to hold collateral to provide added security to the Banks, and the types of permissible collateral may be limited. The Dodd-Frank Act generally enhances the restrictions on transactions with affiliates, including an expansion of what types of transactions are Covered Transactions to include credit exposures related to derivatives, repurchase agreements and securities lending arrangements and an increase in the amount of time for which collateral requirements regarding Covered Transactions must be satisfied. As of December 31, 2025, the Company did not have any outstanding Covered Transactions.

Regulatory Notice and Approval Requirements for Acquisitions of Control

We must generally receive federal bank regulatory approval before we can acquire a financial institution. Specifically, as a bank holding company, we must obtain prior approval of the Federal Reserve under the BHCA in connection with any acquisition that would result in the Company owning or controlling 5% or more of any class of voting securities of a bank or another bank holding company, including a financial holding company. Our ability to acquire or make investments in depository institutions will depend on our ability to obtain approval for such investments from the Federal Reserve. In considering request for approval, the Federal Reserve takes into consideration a number of statutory factors outlined in the BHCA, including the financial and managerial resources of the parties involved (including consideration of the capital adequacy, liquidity, and earnings performance, as well as the competence, experience and integrity of the officers, directors and principal shareholders, and the records of compliance with applicable laws and regulations) and the future prospects of the combined organization, the effects of the transaction on competition, the convenience and needs of the community, including the record of performance of the parties under the CRA, the effectiveness of the Company in combating money-laundering activities and the impact of the transaction on the financial stability of the U.S. banking or financial system, or other considerations. Additionally, approval could be conditioned upon actions that may not be acceptable to us, or, if acceptable to us, may reduce the benefit of any acquisition, such as, for example, requiring us to sell banking centers.

In addition, federal and state laws, including the BHCA and the Change in Bank Control Act, impose additional prior notice or approval requirements and ongoing regulatory requirements on any investor that seeks to acquire direct or indirect “control” of an FDIC-insured depository institution or bank holding company. Under a rebuttable presumption established by the Federal Reserve, the acquisition of 10% or more of a class of voting stock of a bank holding company with a class of securities registered under Section 12 of the Exchange Act, such as the Company, would, under the circumstances set forth in the presumption, constitute acquisition of control of the Company for purposes of the Change in Bank Control Act.

The BHCA prohibits any entity from acquiring 25% (as noted above, the BHCA has a lower limit for acquirers that are existing bank holding companies) or more of a bank holding company’s or bank’s voting securities, or otherwise obtaining control or a controlling influence over a bank holding company or bank without the approval of the Federal Reserve. The Federal Reserve has rule-based standards for determining whether one company has control over another. These rules established four categories of tiered presumptions of non-control that are based on the percentage of voting shares held by the investor (less than 5%, 5-9.9%, 10-14.9% and 15-24.9%) and the presence of other indicia of control. As the percentage of ownership increases, fewer indicia of control are permitted without falling outside of the presumption of non-control. These indicia of control include nonvoting equity ownership, director representation, management interlocks, business relationship and restrictive contractual covenants. Under the Federal Reserve’s rules, investors can hold up to 24.9% of the voting securities and up to 33% of the total equity of a company without necessarily having a controlling influence.

Anti-Money Laundering Requirements

Under federal law, including the Bank Secrecy Act and the USA PATRIOT Act, certain types of financial institutions, including insured depository institutions, must maintain anti-money laundering programs that include established internal

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policies, procedures and controls; a designated compliance officer; an ongoing associate training program; and testing of the program by an independent audit function. Financial institutions are prohibited from entering into specified financial transactions and account relationships and must meet enhanced standards for due diligence, client identification, and recordkeeping, including in their dealings with non-U.S. financial institutions and non-U.S. clients. Financial institutions must take reasonable steps to conduct enhanced scrutiny of account relationships to guard against money laundering and to report any suspicious information maintained by financial institutions. Bank regulators routinely examine institutions for compliance with these obligations and must consider an institution’s anti-money laundering compliance when considering regulatory applications filed by the institution, including applications for banking mergers and acquisitions. The regulatory authorities have imposed “cease and desist” orders and civil money penalty sanctions against institutions found to be violating these obligations.

Consumer Laws and Regulations

Banks and other financial institutions are subject to numerous laws and regulations intended to protect consumers in their transactions with banks. These laws include, among others, laws regarding unfair and deceptive acts and practices and usury laws, as well as the following consumer protection statutes: Truth in Lending Act; Truth in Savings Act; Electronic Funds Transfer Act; Flood Disaster Protection Act; Expedited Funds Availability Act; Equal Credit Opportunity Act; Fair and Accurate Credit Transactions Act; Fair Housing Act; Fair Credit Reporting Act; Fair Debt Collection Act; Gramm-Leach Bliley Financial Modernization Act; Home Mortgage Disclosure Act; Right to Financial Privacy Act and Real Estate Settlement Procedures Act.

Many states and local jurisdictions have consumer protection laws analogous, and in addition, to those listed above. These state and local laws regulate the manner in which financial institutions deal with clients when taking deposits, making loans or conducting other types of transactions.

The CFPB has broad rulemaking authority for a wide range of consumer financial laws that apply to all banks. The CFPB is authorized to issue rules for both bank and nonbank companies that offer consumer financial products and services, subject to consultation with the prudential banking regulators. In general, however, banks with total assets of $10 billion or less will continue to be examined for consumer compliance by their primary bank regulator. At December 31, 2025, neither NBH Bank nor BOJHT was subject to supervision by the CFPB. However, NBH Bank will become subject to supervision by the CFPB as a result of its assets increasing over the $10 billion threshold after its acquisition of Vista Bank effective January 7, 2026. BOJHT continues not to be subject to supervision by the CFPB but will if its assets exceed $10 billion.

Much of the CFPB’s rulemaking has focused on mortgage lending and servicing, including an important rule requiring lenders to ensure that prospective buyers have the ability to repay their mortgages. Other areas of current CFPB focus include consumer protections for prepaid cards, payday lending, debt collection, overdraft services and privacy notices. The CFPB has been particularly active in issuing rules and guidelines concerning residential mortgage lending and servicing, including the “Ability-to-Repay and Qualified Mortgage Standards under the Truth in Lending Act” portions of Regulation Z and the Know Before You Owe guidelines. Under the Dodd-Frank Act, creditors must make a reasonable and good faith determination, based on verified and documented information, that the consumer has a reasonable “ability to repay” a residential mortgage according to its terms as well as clearly and concisely disclose the terms and costs associated with these loans.

The CFPB has actively issued enforcement actions against both large and small entities and to entities across the entire financial services industry. The CFPB has relied upon “unfair, deceptive, or abusive acts” prohibitions as its primary enforcement tool. The CFPB and the DOJ have also focused on fair lending in taking enforcement actions against banks. Failure to comply with these laws and regulations could give rise to regulatory sanctions, client rescission rights, actions by state and local attorneys general and civil or criminal liability.

The enforcement of laws, rules and regulations, including consumer protection laws, may be effected by executive orders applying to the CFPB and other government agencies, including an increased focus on politicized or unlawful debanking. We are monitoring the effects of executive actions and regulatory and supervisory changes may have on the Company.

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The Community Reinvestment Act

The CRA is intended to encourage banks to help meet the credit needs of their communities, including low- and moderate-income neighborhoods, consistent with safe and sound operations. Each of the Banks is examined by the Federal Reserve and assigned a public CRA rating. Institutions are assigned one of four ratings: “Outstanding,” “Satisfactory,” “Needs to Improve,” or “Substantial Noncompliance.” The CRA requires bank regulators to take into account a bank’s record in meeting the needs of its community when considering certain applications by a bank, including applications to establish a banking center or to conduct certain mergers or acquisitions. Failure to adequately meet these criteria could impose additional requirements and limitations on us. Additionally, we must publicly disclose the terms of various CRA-related agreements. The Federal Reserve is required to consider the CRA records of a bank holding company’s controlled banks when considering an application by the bank holding company to acquire a bank or to merge with another bank holding company.

When we apply for regulatory approval to make certain investments, the regulators will consider the CRA record of both the target institution and the relevant Bank. An unsatisfactory CRA record could substantially delay approval or result in denial of an application.

In October 2023, the U.S. banking agencies issued a final rule to amend their regulations implementing the CRA. The rule would have materially revised the current CRA framework. Several banking industry groups filed a lawsuit seeking to invalidate the CRA final rule, in which they argued that the federal banking agencies exceeded their statutory authority in adopting the CRA final rule. In March 2024, a federal judge granted an injunction to extend the CRA final rule’s effective date, originally set for April 1, 2024. On July 18, 2025, the agencies issued a joint notice of proposed rulemaking to rescind the CRA final rule. The agencies have proposed to replace the 2023 CRA Final Rule with regulations adopted by the agencies and the former Office of Thrift Supervision on May 4, 1995, as amended, and as published in the Electronic Code of Federal Regulations (eCFR) as of March 29, 2024 (1995 CRA regulations). The agencies’ proposal remains pending as of the date of this filing.

Reserve Requirements

Pursuant to regulations of the Federal Reserve, all banks are required to maintain average daily reserves at mandated ratios against their transaction accounts. In addition, reserves must be maintained on certain non-personal time deposits. These reserves must be maintained in the form of vault cash or in an account at an FRB.

Deposit Insurance Assessments

All of a depositor’s accounts at an insured bank, including all non-interest bearing transaction accounts, are insured by the FDIC up to prescribed limits for each depositor. FDIC-insured banks are required to pay deposit insurance premiums to the FDIC. The FDIC has adopted a risk-based assessment system whereby FDIC-insured depository institutions pay insurance premiums at rates based on their risk classification. An institution’s risk classification is assigned based on its capital levels and the level of supervisory concern the institution poses to the regulators.

Assessments are based on an institution’s average total consolidated assets less average tangible equity (subject to risk-based adjustments that would further reduce the assessment base for custodial banks). The FDIC may impose special assessments that could also increase costs in the future. The Banks may be able to pass part or all of these costs, when applicable, on to its clients, including in the form of lower interest rates on deposits, or fees to some depositors, depending on market conditions.

FDIC assessments for institutions with total consolidated assets of $10 billion or more are primarily based on a scorecard approach by the FDIC, including factors such as examination ratings, financial measures, and modeling measuring the institution’s ability to withstand asset-related and funding-related stress and potential loss to the DIF in the event of the institution’s failure.

In October 2022, the FDIC issued a final rule to increase initial base deposit insurance assessment rates for insured depository institutions by two basis points, beginning with the first quarterly assessment period of 2023. The assessment rate schedules under this final rule will remain in effect unless and until the reserve ratio of the DIF meets or exceeds two percent. Additionally, in November 2023, the FDIC implemented a special assessment to recover the loss to the DIF associated with

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the 2023 bank failures. Under the special assessment, banks with uninsured deposits exceeding $5.0 billion beginning December 31, 2022 were charged an additional assessment commencing with the first quarterly assessment period of 2024. As of December 31, 2025, the Banks were not subject to the special assessment.

The FDIC may terminate a depository institution’s deposit insurance upon a finding that the institution’s financial condition is unsafe or unsound or that the institution has engaged in unsafe or unsound practices or has violated any applicable rule, regulation, order or condition enacted or imposed by the institution’s regulatory agency. If deposit insurance for a banking business we invest in or acquire were to be terminated, that would have a material adverse effect on that banking business and on the Company as a whole.

Changes in Laws, Regulations or Policies

Congress and state legislatures may introduce from time to time measures or take actions that would modify the regulation of banks or bank holding companies. In addition, federal and state regulatory agencies also periodically propose and adopt changes to their regulations or change the manner in which existing regulations are applied. Such changes could increase or decrease the cost of doing business, limit or expand permissible activities or affect the competitive balance among banks and other financial institutions, all of which could affect our investment opportunities and our assessment of how attractive such opportunities may be. We cannot predict whether potential legislation will be enacted and, if enacted, the effect that it or any implementing regulations would have on our business, results of operations, liquidity or financial condition. We are expecting regulatory and supervisory changes as a result of the change in administration and are monitoring changes and areas of uncertainty that could affect the Company.

More Information

Our website is www.nationalbankholdings.com. We make available free of charge, through our website, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or Section 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC. Our reports, proxy and information statements, and other information that we file electronically with the SEC can also be found at the SEC’s website, www.sec.gov.

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Information about our Executive Officers

Information about each person who currently serves as an executive officer of National Bank Holdings Corporation as of February 24, 2026 is as follows:

G. Timothy Laney, Age 65

Mr. Laney has served as the Company’s Chief Executive Officer since 2010 as well as Chairman of the Board of Directors of the Company since 2014 and currently holds the same positions and directorships at NBH Bank and BOJHT, including serving as the chairman of the board of BOJHT’s Trust Committee. Mr. Laney is also the founder of National Bank Holdings Corporation and previously served as the Company’s President from 2010 through 2024 when the roles of Chief Executive Officer and President were split. Mr. Laney has served as a board member of the FRB of Kansas City Denver Branch since 2025, and also serves as a board member of Finexio, the Moffitt Cancer Center, the Chairman of the USA Weightlifting Foundation and is the founder of the NBH Bank Do More Charity Challenge®. Mr. Laney previously served as a board member of the Colorado Bankers Association from 2018 to 2023. Prior to founding the Company, Mr. Laney was Senior Executive Vice President and Head of Business Services at Regions Financial, one of the nation’s largest full-service banks, where he led the transformation of the bank’s wholesale lines of business. Prior to his tenure at Regions Financial, Mr. Laney had a 24-year tenure with Bank of America, where he held senior management roles in small business, commercial banking, private banking, corporate marketing and change management. He also served as President of Bank of America, Florida, with more than 800 banking centers and $50 billion in total assets, and a member of Bank of America’s management operating committee. Mr. Laney brings to our Board of Directors valuable and extensive experience from managing and overseeing a broad range of banking operations for more than 40 years.

Aldis Birkans, Age 51

Mr. Birkans has served as the Company’s President since September 2024 and currently holds the same position at NBH Bank and BOJHT. Mr. Birkans previously served as the Company’s Chief Financial Officer from August 2018 to September 2024, and as the Company’s Treasurer from 2011 through February 2020. Mr. Birkans is a member of the boards of directors of NBH Bank and BOJHT, and is a member of the Trust Committee of the board of directors of BOJHT. Prior to joining the Company in 2011, Mr. Birkans was Vice President and Assistant Treasurer of M&I Bank, where he was responsible for capital management, investments, corporate liquidity and risk management related to the bank’s financial activities. In addition, prior to joining M&I Bank, Mr. Birkans was a Senior Vice President, Corporate and Investment Bank Treasury at Citigroup. Mr. Birkans holds a Master of Business Administration and a Bachelor’s degree in Economics and Finance.

John D. Steinmetz, Age 47

Mr. Steinmetz serves as the Company’s Executive Vice Chair and Executive Managing Director of Strategic Initiatives at NBH Bank, as well as a member of the board of directors of NBH Bank, roles he has held since January 7, 2026, the date of closing of the acquisition of Vista Bancshares, Inc. with and into the Company. In this role, Mr. Steinmetz leads the Texas and resort markets for NBH Bank, ensuring continuity while actively pursuing strategic expansion in high-growth regions. Prior to the acquisition, Mr. Steinmetz held various leadership roles with Vista Bancshares, Inc. and Vista Bank since joining the bank in 2007, most recently serving as Vice-Chairman and Chief Executive Officer of Vista Bancshares, Inc. and Vice Chairman, President and Chief Executive Officer of Vista Bank. In these roles, he oversaw all commercial and retail functions of Vista Bank while focusing on adding shareholder value. During his time at Vista Bank, he successfully led Vista Bank through a capital raise and complete rebrand allowing Vista Bank to expand throughout multiple Texas markets and Palm Beach, Florida. Under Mr. Steinmetz’s leadership, Vista Bank relocated its domicile to Dallas, Texas, where he led strong consistent organic growth while building a reputation for putting “people first.” Envisioning and leading the first banking and financial literacy ecosystem in the Fair Park community of South Dallas in over three decades, Mr. Steinmetz focused on teaching entrepreneurs to fish in a historically underserved community. Serving on the Texas Tech University System Board of Regents from 2011 – 2023, Mr. Steinmetz chaired the Finance and Audit Committee where he oversaw Texas Tech University’s two-billion-dollar annual operating budget and consistently fought to ensure college affordability for all students. Mr. Steinmetz is a past member of the Dallas Citizens Council's Board of Directors and Dallas Museum of Art's Finance Committee. He is currently a member of the Young Professionals Organization (YPO) Lonestar and Aspen chapters

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as well as the exclusive Chief Executives Organization. Mr. Steinmetz holds a Bachelor in Business Administration in Finance from the Texas Tech University Rawls College of Business.

Nicole L. Van Denabeele, Age 45

Ms. Van Denabeele has served as the Company’s Chief Financial Officer since September 2024 and currently holds the same position at NBH Bank and BOJHT. She is also a member of the boards of directors of NBH Bank and BOJHT and a member of the Trust Committee of BOJHT. Ms. Van Denabeele served as the Company’s Chief Accounting Officer from 2018 to September 2024 and concurrently served as President of Bank Midwest, a division of NBH Bank, from September 2020 to June 2024. Prior to joining the Company, Ms. Van Denabeele was Controller at the law firm of Polsinelli and before that, Senior Vice President, Assistant Controller at UMB Financial Corporation. In addition, prior to joining UMB, Ms. Van Denabeele was an audit manager at Deloitte. Ms. Van Denabeele is a Certified Public Accountant and holds a Master of Accounting and Information Systems and a Bachelor’s degree in Accounting and Business Administration.

Richard U. Newfield, Jr., Age 64

Mr. Newfield has served as the Company’s Chief Risk Management Officer since 2011 and currently holds the same position at NBH Bank and BOJHT. He currently serves on the Board of NBH Bank and BOJHT and is a member of the Trust Committee of BOJHT. Prior to joining NBH, Mr. Newfield was Head of Business Services Credit at Regions Bank, and prior to that he held various senior positions at Bank of America, including roles in risk management, credit, commercial banking, global bank debt and corporate marketing. He brings significant experience in the development and implementation of business models and integration of businesses during mergers. In addition, Mr. Newfield has led credit process reengineering initiatives, including risk and credit policy design, and other corporate governance initiatives. Mr. Newfield holds a Master of Business Administration and a Bachelor’s degree in Advertising.

Angela N. Petrucci, Age 49

Ms. Petrucci has served as the Company’s Chief Administrative Officer and General Counsel since July 2020. She is also Chief Administrative Officer at NBH Bank and BOJHT and previously served as General Counsel of NBH Bank and BOJHT from 2020 to September 2025. She currently oversees our BSA/AML and financial crimes, facilities and security, human resources, legal, marketing, and project management functions. She is a member of NBH Bank and BOJHT’s board of directors, and a member of the Trust Committee of the board of directors of BOJHT. She is also a member of the Colorado Bankers Association Government Affairs Committee. Prior to joining the Company in 2015, Ms. Petrucci was in-house counsel at Accenture, overseeing corporate governance and securities matters. Prior to that, she was an attorney at the law firm of Chapman and Cutler LLP in Chicago, IL. Before attending law school, Ms. Petrucci was a commercial banker at First Chicago Bank (now JP Morgan Chase). Ms. Petrucci brings significant experience in banking, corporate transactional, securities and corporate governance matters. Ms. Petrucci holds a Juris Doctorate and a Bachelor’s degree in Business Administration.

Daniel L. Sznewajs, Age 47

Mr. Sznewajs has served as the Company’s Chief Corporate Development Officer and Treasurer since January 2025. He holds the same positions at NBH Bank and BOJHT and serves on the boards of directors of NBH Bank and BOJHT. Mr. Sznewajs joined NBH in 2014 and has served in various capacities during his tenure at the Company, including overseeing financial planning and analysis, capital markets and NBH Ventures. Prior to joining NBH, Mr. Sznewajs was a Vice President in the Financial Institutions Group at Goldman, Sachs & Co. in New York City. He was previously a Commissioned Examiner at the FRB of Chicago in the Safety and Soundness Division where he specialized in capital markets. Mr. Sznewajs currently serves as an Advisory Board Member of the Young Americans Education Foundation and Young Americans Bank. He holds a Master of Business Administration and a Bachelor’s degree in Finance and Strategy.

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Item 1A. RISK FACTORS.

Risks Relating to General Economic and Market Conditions

Changes in general business and economic conditions as well as external events such as natural disasters, pandemics, cyberattacks, political instability, international trade policies, tariffs, severe weather or acts of war could materially and adversely affect us.

Our business and operations are sensitive to general business and economic conditions in the United States and in our core markets of Colorado, Kansas, Missouri, Texas, Utah, Wyoming, New Mexico, and Idaho. If the economies in our core markets, or the U.S. economy more generally, experience worsening economic conditions, including industry-specific conditions, we could be materially and adversely affected. Weak economic conditions may be characterized by inflation, fluctuations in debt and equity capital markets, including a lack of liquidity and/or depressed prices in the secondary market for mortgage loans, increased delinquencies on loans, residential and commercial real estate price declines, lower home sales and commercial activity, further or prolonged pressure on energy prices, and high unemployment. The U.S. and our core markets may experience these weak or worsening economic conditions due to the adverse economic effects of natural disasters, severe weather conditions, health emergencies or pandemics, cyberattacks, changes in international trade policies, tariffs, outbreaks of hostilities, terrorism or other geopolitical instabilities. All of these factors would be detrimental to our business. Our business is significantly affected by monetary and related policies of the U.S. federal government, its agencies and GSEs. Changes in any of these policies are influenced by macroeconomic conditions and other factors that are beyond our control and could have a material adverse effect on our financial condition and results of operations.

Interest Rate and Credit Risks

Our business is highly susceptible to credit risk and fluctuations in the value of real estate and other collateral securing such credit.

We are focused on growing our loan portfolio while adhering to our established underwriting standards and self-imposed concentration limits. However, as a lender, we are exposed to the risk that our clients will be unable to repay their loans according to their terms and that the collateral securing the payment of their loans (if any) may not be sufficient to assure repayment. In addition to the risk of borrowers being unable to pay their loans, other risks inherent in making any loan include, if applicable, the period of time over which the loan is repaid, risks relating to proper loan underwriting and guidelines, risks resulting from changes in economic and industry conditions, risks inherent in dealing with individual borrowers and risks resulting from uncertainties as to the future value of collateral. Similarly, we have credit risk embedded in our securities portfolio. Our credit standards, procedures and policies may not prevent us from incurring substantial credit losses.

A significant portion of our loan portfolio is secured by real estate and any deterioration in real estate values or credit quality or elevated levels of non-performing assets would ultimately have a negative impact on the quality of our loan portfolio. Although we require an appraisal of the property whenever we consider making a loan secured by real property, an appraisal is only an estimate of the value of the property at the time the appraisal is made and requires the exercise of a considerable degree of judgment. Subsequently, there is always a risk that the appraisal, due to unforeseen events, may not accurately reflect the amount that may be obtained upon sale or foreclosure of the property. A decline in residential real estate market prices and reduced levels of home sales could adversely affect the value of collateral securing mortgage loans resulting in greater charge-offs in future periods, as well as adversely impact mortgage loan originations and gains on sale of mortgage loans. In addition, a decline in commercial real estate values would likewise adversely affect the value of collateral securing certain commercial loans and result in greater charge-offs in future periods. Financial stress on borrowers as a result of job losses or other factors could have further adverse effects on borrowers that result in higher delinquencies and greater charge-offs in future periods, which could materially and adversely affect us. In addition, with heightened interest rates and inflationary pressures, our clients could be impacted by the rising costs of goods and services in their households and businesses, which may have a negative impact on their ability to repay their loans with us.

From time to time, we may hold a varying amount of OREO as a result of the foreclosure process where we take title to the real estate serving as collateral for our loans. While our OREO portfolio is smaller than it has been in recent years, our OREO

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balance is subject to change, which could negatively affect our earnings as a result of various expenses associated with OREO, including personnel costs, insurance and taxes, completion and repair costs, valuation adjustments and other expenses or potential environmental liabilities associated with property ownership, as well as funding costs associated with OREO assets.

Like other financial services institutions, our asset and liability structures are monetary in nature. Such structures are affected by a variety of factors, including changes in interest rates, which can impact our earnings, cash flows, and the value of financial instruments held by us and our mortgage business.

Like other financial services institutions, we have asset and liability structures that are monetary in nature and are directly affected by many factors, including domestic and international economic and political conditions, broad trends in business and finance, legislation and regulation affecting the national and international business and financial communities, monetary and fiscal policies, inflation, currency values, market conditions, the availability and terms (including cost) of short-term or long-term funding and capital, the credit capacity or perceived creditworthiness of clients and counterparties and the level and volatility of trading markets. Such factors can impact clients and counterparties of a financial services institution and may impact the value of financial instruments held by a financial services institution.

Our earnings and cash flows largely depend upon the level of our net interest income, which is the difference between the interest income we earn on loans, investments and other interest earning assets, and the interest we pay on interest bearing liabilities, such as deposits and borrowings. Because different types of assets and liabilities may react differently and at different times to market interest rate changes, changes in interest rates can increase or decrease our net interest income. When interest-bearing liabilities increase at a pace exceeding interest earning assets, an increase in interest rates would reduce net interest income. Also, when interest-bearing liabilities mature or reprice more quickly than interest earning assets in a period, an increase in interest rates would reduce net interest income. Similarly, when interest earning assets mature or reprice more quickly, and because the magnitude of repricing of interest earning assets is often greater than interest bearing liabilities, falling interest rates would reduce net interest income.

Accordingly, changes in the level of market interest rates affect our net yield on interest earning assets and liabilities, loan and investment securities portfolios, the value of our servicing rights and our overall results. Interest rates, including mortgage interest rates, are highly sensitive to many factors beyond our control, including general economic conditions, inflation and policies of various governmental and regulatory agencies, particularly the Federal Reserve. Changes in interest rates may also have a significant impact on any future loan origination revenues. Historically, there has been an inverse correlation between the demand for loans and interest rates. Loan origination volume and revenues usually decline during periods of rising or high interest rates and increase during periods of declining or low interest rates. Changes in interest rates also have a significant impact on the carrying value of a significant percentage of the assets, both loans and investment securities, on our balance sheet. We may incur debt in the future and that debt may also be sensitive to interest rates and any increase in interest rates could materially and adversely affect our earnings and financial condition.

Increases in prevailing interest rates have caused and may continue to cause declines in mortgage originations including declines in mortgage refinance activity, which have impacted and may continue to negatively impact our earnings. A prolonged period of elevated or rising interest rates may result in changes in consumer spending, borrowing and savings habits. Such conditions could have adverse effects on our ability to originate mortgage loans due to reduced consumer demand, increased pressure from competing lenders and increased costs, which could impact earnings in the form of reduced interest from fewer mortgages, reduced fees from loan sales and tighter net interest margins.

The value of our mortgage and SBA servicing rights can decline during periods of falling interest rates, and we may be required to take a charge against earnings for the decreased value.

An MSR is the right to service a mortgage loan for a fee. Similarly, an SBA servicing right is the right to service SBA loans sold for a fee. We capitalize servicing rights when we originate mortgage or SBA loans and retain the servicing rights after we sell the loans. We carry servicing rights at the lower of amortized cost or estimated fair value. Fair value is the present value of estimated future net servicing income, calculated based on a number of variables, including assumptions about the likelihood of prepayment by borrowers. Changes in interest rates can affect prepayment assumptions. When interest rates fall, borrowers are more likely to prepay their mortgage loans by refinancing them at a lower rate. As the likelihood of

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prepayment increases, the fair value of our servicing rights can decrease. Each quarter we evaluate our servicing rights for impairment based on the difference between the carrying amount and fair value, and, if a temporary impairment exists, we establish a valuation allowance through a charge that negatively affects our earnings.

Liquidity and Capital Risks

We may not be able to meet the cash flow requirements of deposit withdrawals and other business needs unless we maintain sufficient liquidity.

We require liquidity to make loans and to repay deposit and other liabilities as they become due or are demanded by clients. We principally depend on checking, savings and money market deposit account balances and other forms of client deposits as our primary source of funding for our lending activities. If a substantial number of our clients withdraw their bank deposits as a result of a decline in overall depositor confidence, an increase in interest rates paid by competitors, general interest rate levels, higher returns being available to clients on alternative investments or general economic conditions, and our deposit levels decrease substantially, our cash on hand may not be able to cover such withdrawals or our other business needs, including amounts necessary to operate and grow our business. Furthermore, advancements in technology allow clients to withdraw or otherwise access funds very quickly, which could create additional demand for liquidity. This could require us to seek third-party funding or other sources of liquidity, such as asset sales. Our access to third-party funding sources, including our ability to raise funds through the issuance of additional shares of our common stock or other equity or equity-related securities, incurrence of debt, or federal funds purchased, may be impacted by our financial strength, performance and prospects and may also be impaired by factors that are not specific to us, such as a disruption in the financial markets or negative views and expectations about the prospects for the financial services industry, all of which may make potential funding sources more difficult to access, less reliable and more expensive. We may not have access to third-party funding in sufficient amounts on favorable terms, or the ability to undertake asset sales or access other sources of liquidity, when needed or at all, which could materially and adversely affect us. While Cambr provides additional liquidity, as well as diversification of our sources of liquidity, increased concentration from program deposits or reliance on the Cambr program could have a material adverse effect on us.

We may want to raise additional capital in the future to support strategic growth initiatives, and such capital may not be available when desired or at all.

As a publicly traded company, a likely source of additional funds, should we desire for growth initiatives or otherwise, is the capital markets, accomplished generally through the issuance of equity, both common and preferred stock, and the issuance of debt. Our ability to raise additional capital, if desired, will depend on, among other things, obtaining and maintaining a favorable rating, conditions in the capital markets at that time, which are outside of our control, and our financial performance.

We cannot provide any assurance that access to such capital will be available to us on acceptable terms or at all. Any occurrence that may limit our access to the capital markets, such as a decline in the confidence of debt purchasers or counterparties participating in the capital markets, may materially and adversely affect our capital costs and our ability to raise capital and, in turn, our liquidity. If we need to raise capital in the future, we may have to do so when many other financial institutions are also seeking to raise capital and would then have to compete with those institutions for investors. The inability to raise additional capital on acceptable terms when needed could have a materially adverse effect on our business, financial condition or results of operations.

Risks from Accounting and Other Estimates

The fair value of our investment securities can fluctuate due to market conditions outside of our control.

We have historically taken a conservative investment strategy with our securities portfolio, with concentrations of securities that are primarily backed by GSEs. A portion of our other securities portfolio is comprised of non-liquid fund investments and direct investments in our fintech partners. Other securities also include direct investments in convertible preferred stock, which is carried at cost. We periodically evaluate our other securities investments for impairment. The results of testing our investments for potential impairment may be adversely affected by a variety of factors, including market conditions,

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regulatory expectations, general economic conditions and unfavorable changes in the businesses underlying the investments, which may lead to a partial or full impairment of our fintech investments. Impairments or write-downs of these assets may result in charges that adversely affect our results of operations.

We may seek to increase yields through different strategies, which may include a greater percentage of corporate securities and structured credit products. Factors beyond our control can significantly influence the fair value of securities in our portfolio and can cause potential adverse changes to the fair value of these securities. These factors include, but are not limited to, rating agency actions in respect of the securities, defaults by the issuer or with respect to the underlying securities, and changes in market interest rates and instability in the capital markets or an inability of our partners to successfully execute on their strategies. These factors, among others, could cause impairments and realized and/or unrealized losses in future periods and declines in other comprehensive income, which could have a material adverse effect on our results of operations. The process for determining whether a security is impaired usually requires complex, subjective judgments about the future financial performance and liquidity of the issuer and any collateral underlying the security in order to assess the probability of receiving all contractual principal and interest payments on the security.

Our investments in 2UniFi and other fintechs and initiatives subject us to material financial, reputational and strategic risks.

Our investments in various financial technology companies, both directly through our development of 2UniFi (which is included within premises and equipment, net on our balance sheet) and indirectly through passive investments (which are included within other securities on our balance sheet), may have a significant impact on our results of operations or financial condition.

The vision for 2UniFi is an integrated and seamless financial marketplace that will increase access to financial services while reducing the cost of banking services. After several years of development, 2UniFi had its initial launch in 2025 with two essential capabilities for small business owners. Development of further capabilities is needed for the platform to reach its full potential and may require additional investment or a strategic partner.

Additionally, the financial technology companies in which we invest are often early stage companies and have the need for substantial additional capital to support expansion or to achieve or maintain a competitive position. Less established companies tend to have lower capitalization and fewer resources and, therefore, are often more vulnerable to financial failure. These companies may be dependent upon the success of one product or service, a unique distribution channel, or the effectiveness of a manager or management team. The failure of this one product, service or distribution channel, or the loss or ineffectiveness of a key executive or executives within the management team may have a materially adverse impact on such companies, which in turn could adversely impact our investment in 2UniFi or these other passive investments.

The possibility that 2UniFi or the other companies in which we invest will not be able to commercialize their technology or product concept presents a risk that our investment may become impaired. Additionally, although 2UniFi and some of these companies may have a commercially successful product or product line, technology products and services often have a more limited market or life span than products in other industries. Thus, the ultimate success of these companies may depend on their ability to continually innovate in increasingly competitive markets. 2UniFi, as well as most of the companies in which we invest, will require additional capital to satisfy their continuing growth and working capital requirements. With respect to 2UniFi, the Company is continuing to evaluate the allocation of additional capital or other alternative paths, including potential strategic partnerships. With respect to the Company’s passive investments, each round of venture financing is typically intended to provide a company with enough capital to reach the next stage of development. The circumstances or market conditions under which such companies will seek additional capital are unpredictable. It is possible that one or more of such companies will not be able to raise additional financing or may be able to do so only at a price or on terms which are unfavorable.

Additionally, with respect to our passive investments, where we have the ability to exercise significant influence but not control over the operating and financial policies of the investee, such investments are accounted for using the equity method of accounting. Although we are unable to control such companies, where these investments are accounted for under the equity method, we increase or decrease our investment by our proportionate share of the investee’s net income or loss.

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Our allowance for credit losses and fair value adjustments may prove to be insufficient to absorb losses inherent in our loan portfolio.

The Company measures its ACL using ASU 2016-13, Measurement of Credit Losses on Financial Instruments. The CECL impairment model requires an estimate of expected credit losses for financial assets measured over the contractual life of an instrument based on historical experience, current conditions and reasonable and supportable forecasts. The standard provides significant flexibility and requires a high degree of judgment in order to develop an estimate of expected lifetime losses. Providing for lifetime losses for our loan portfolio is a change to the previous method of providing allowances for loan losses that are probable and incurred. It may also result in even small changes to future forecasts having a significant impact on the allowance, which could make the allowance more volatile, and regulators may impose additional capital buffers to absorb this volatility.

The determination of the appropriate level of the ACL inherently involves a high degree of subjectivity and requires us to make significant estimates of current credit risks and future trends, all of which may undergo material changes. Changes in economic conditions affecting borrowers, new information regarding our loans, identification of additional problem loans by us and other factors, both within and outside of our control, may require an increase in the ACL. If the real estate markets deteriorate, we expect that we will experience increased delinquencies and credit losses, particularly with respect to construction, land development and land loans. In addition, our regulators periodically review our ACL and may require an increase in the allowance for credit losses or the recognition of further loan charge-offs, based on judgments different than those of management. In addition, if charge-offs in future periods exceed the ACL, we will need additional provisions to increase the allowance for credit losses. Any increases in the ACL will result in a decrease in net income and capital and may have a material adverse effect on our financial condition.

Changes in the assumptions underlying our acquisition method of accounting, including methodology regarding the recording of goodwill as a result of acquisitions, or other significant accounting estimates could affect our financial information and have a material adverse effect on our financial results.

A material portion of our financial results is based on, and subject to, significant assumptions and subjective judgments. As a result of our acquisitions, our financial information is influenced by the application of the acquisition method of accounting, which requires us to make complex assumptions, and these assumptions materially affect our financial results. As such, any financial information generated through the use of the acquisition method of accounting is subject to modification or change. If our assumptions are incorrect and we change or modify our assumptions, it could have a material adverse effect on our profitability or our previously reported financial results. Additionally, a change in our accounting estimates, such as our ability to realize deferred tax assets or the need for a valuation allowance could have a material adverse effect on our financial results.

In addition, we have recognized goodwill as an intangible asset on the balance sheet in connection with several acquisitions. Under current accounting standards, goodwill is not amortized but, instead, is subject to impairment tests on at least an annual basis or more frequently if an event occurs or circumstances change that reduce the fair value of a reporting unit below its carrying value. We evaluate goodwill using a combined qualitative and quantitative impairment approach. A significant and sustained decline in the Company’s stock price and market capitalization, a significant decline in the Company’s expected future cash flows, a significant adverse change in the business climate, slower growth rates or other factors could result in a finding of impairment of goodwill or other intangible assets. If we were to conclude that a future write-down of goodwill or other intangible assets is necessary, then the Company would record the appropriate charge to earnings, which could have material adverse effect on our results of operations or financial condition.

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Risks Related to our Operations

A failure in or breach of our security systems or infrastructure, or those of our third-party providers, could result in financial losses to us or in the disclosure or misuse of confidential or proprietary information, including client information, or could trigger further regulatory and financial penalties if we are determined to be non-compliant with evolving privacy and data protection laws. These events could also adversely impact our reputation and have a material adverse effect on our results of operations or financial condition.

We provide our clients with the ability to bank remotely. The secure transmission of confidential information over the internet and other remote channels is a critical element of remote banking.

Our systems and network are subject to ongoing cyber incidents such as unauthorized access, loss or destruction of data, account takeovers, denial of services attacks or general unavailability of service, computer viruses or other malicious code, phishing schemes, ransomware and other similar events. Third parties with whom we do business are also sources of cybersecurity risks. We have spent and may be required to spend additional significant capital and other resources to protect against the threat of security incidents or breaches, or to alleviate problems caused by potential security breaches or viruses. Given the increasingly high volume of our transactions, certain errors may be repeated or compounded before they can be discovered and rectified.

To the extent that our activities or the activities of our clients involve the storage and transmission of confidential information, security breaches and viruses could cause serious negative consequences, including reputational damage, litigation exposure and regulatory scrutiny, and could result in a violation of applicable privacy and data protection laws or other breach reporting obligations. Any inability to prevent security breaches or computer viruses could also cause prospective and existing clients to lose confidence in our systems and could materially and adversely affect us. Our risk and exposure to these matters remain heightened because of the evolving nature and complexity of the threats from organized cybercriminals and hackers, and our plans to continue to provide digital banking products and services to our clients.

Information security risks for financial institutions like us have increased recently in part because of new technologies such as artificial intelligence, the use of the internet and telecommunications technologies (including mobile devices) to conduct financial and other business transactions and the increased sophistication and activities of organized crime, perpetrators of fraud, hackers, terrorists and others. In addition to cyberattacks or other security breaches involving the theft of sensitive and confidential information, hackers have engaged in attacks against large financial institutions, particularly denial of service or ransomware attacks are designed to disrupt key business services, such as client-facing web sites. We are not able to anticipate or implement preventive measures against all security breaches of these types, especially because the techniques used change frequently and can originate from a wide variety of sources. We employ detection and response mechanisms designed to contain and mitigate security incidents, but early detection may be thwarted by sophisticated attacks and malware designed to avoid detection.

We also face risks related to cyberattacks and other security breaches in connection with credit or debit card, including ATM-related, transactions that typically involve the transmission of sensitive information regarding our clients through various third parties, including merchant acquiring banks, payment processors, payment card networks (e.g., Visa, MasterCard) and our third-party processors. Some of these parties have in the past been the target of security breaches and cyberattacks, and because the transactions involve third parties and environments such as the point of sale that we do not control or secure, future security breaches or cyberattacks affecting any of these third parties could impact us through no fault of our own, and in some cases we may have exposure and suffer losses for breaches or attacks relating to them. We also rely significantly on numerous other third-party service providers to conduct other aspects of our business operations and face similar risks relating to them. While many of our agreements with third parties contain indemnification provisions and insurance requirements, we may not be able to recover sufficiently, or at all, under the provisions to offset any losses we may incur from third-party cyber incidents.

We are highly dependent on the internet, cloud technologies and third-party providers. Systems failures or interruptions could have a material adverse effect on our results of operations or financial condition.

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Our business is highly dependent on the increasing use of the internet, mobile devices and cloud technologies. Further, we have and will continue to be subject to an increasing risk of operational disruption and information security incidents as a result. These events can arise from a variety of sources, many of which are not under our control because of our reliance on third-party vendors and technology systems and outsourcing services for key processes including data processing, loan servicing and deposit processing; and for key services including internet, and mobile technology. Potential causes for incidents may include human error, electrical or telecommunication outages, software and hardware failures, and malicious activity. Any of these events could cause interruption to the Company’s operations, as well as the operations of our clients. If significant, sustained or repeated, these events could compromise our ability to operate effectively, damage our reputation, result in a loss of client business, and/or subject us to additional regulatory scrutiny and possible financial liability, any of which could have a material adverse effect on our results of operations or financial condition.

Our business may be adversely affected by an increasing prevalence of fraud and other financial crimes.

As a financial institution, we may be the target of fraudulent activity that may result in financial losses to us, our associates or our clients, privacy breaches against our clients or damage to our reputation and regulatory relationships. Such fraudulent activity may take many forms, including account takeovers, check fraud, electronic fraud such as phishing, wire fraud, unauthorized intrusion into or use of our systems, ATM skimming or jackpotting, and other dishonest acts. Nationally, reported incidents of fraud and other financial crimes have increased. In addition, the widespread use of artificial intelligence also has increased potential for fraud and misuse. While we have also experienced losses due to apparent fraud or other crimes, we continue to implement and maintain robust policies, procedures, fraud detection tools, and trainings to prevent such losses. Accordingly, we have had limited losses due to fraud; however, such measures may not be able to prevent significant financial losses as a result of fraudulent activity in the future.

We face significant competition from other financial institutions and financial services providers, both traditional and otherwise, which may materially and adversely affect us.

Consumer and commercial banking is highly competitive. Our markets contain a large number of community and regional banks as well as a significant presence of the country’s largest commercial banks. We compete with other state and national financial institutions, including savings and loan associations, savings banks and credit unions, for deposits and loans. In addition, we compete with financial intermediaries, such as consumer finance companies, mortgage banking companies, securities firms, trust companies, mutual funds and several government agencies, as well as major retailers, in providing various types of loans and other financial services. Furthermore, the industry may become increasingly competitive due to the increasing participation of fintechs in traditional banking activities – or even securing their own bank charters – as well as disruption to the banking industry due to the GENIUS Act. Some of these competitors have a long history of successful operations in our markets, greater ties to local businesses and more expansive banking relationships, as well as better established depositor bases. Some of our competitors also have greater resources and access to capital and possess an advantage by being capable of maintaining numerous banking locations in more convenient sites, operating more ATMs and conducting extensive promotional and advertising campaigns, operating a more developed online banking platform, or otherwise having more expertise with new fintech operations or systems. Competitors may also exhibit a greater tolerance for risk and behave more aggressively with respect to pricing in order to increase their market share. In addition, the effects of disintermediation can also impact the banking business because of the fast-growing body of fintechs that use software to deliver mortgage lending, payment services and other financial services. We expect competition to intensify due to financial institution consolidation, technological and regulatory changes, the emergence of alternative banking services and service providers, and new participants in the industry.

Our ability to compete successfully depends on a number of factors, including, among others:


·		the ability to develop, maintain and build upon long-term client relationships based on quality service, effective and efficient products and services, high ethical standards and safe and sound assets;
·		the scope, relevance and pricing of products and services offered to meet client needs and demands and changes in regulations that impact our products or services;
·		the rate at which we introduce new products and services, including internet-based or other digital services, relative to our competitors;

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·		the ability to attract and retain highly qualified associates to operate our business;
·		the ability to expand our market position;
·		client satisfaction with our level of service;
·		the ability to invest in or leverage new technologies such as artificial intelligence and those relative to our digital banking platform;
·		the ability to operate our business effectively and efficiently; and
·		industry and general economic trends.

An important and growing portion of our business is dependent upon U.S. federal government programs, and we face specific risks associated with originating loans under these programs, such as changes in the requirements to participate in these programs, the impact of budget appropriations and prolonged government shutdowns.

We originate loans under programs administered by U.S. federal agencies, including the SBA and the HUD through FHA insurance programs. Our SBA lending program is an important and growing part of our business and depends on our continued participation in the SBA Preferred Lender Program, which enables our clients to obtain SBA loans without being subject to the potentially lengthy SBA approval process necessary for lenders that are not otherwise SBA Preferred Lenders. The SBA periodically reviews the lending operations of participating lenders to assess, among other things, whether the lender exhibits prudent risk management. If deficiencies are identified, the SBA may require corrective actions or impose sanctions, including revocation of our SBA Preferred Lender status, which could adversely affect our ability to originate SBA loans.

Similarly, our FHA origination and services business requires compliance with applicable HUD and FHA requirements and guidelines. If we were to violate these requirements and guidelines, or other applicable laws, or if the FHA loans we originate show a high frequency of loan defaults, we could be subject to monetary penalties, indemnification claims, or loss of eligibility to participate in FHA programs. Any inability to engage in our commercial FHA or SBA origination and servicing business would lead to a decrease in our net income.

In addition, both SBA and FHA programs are subject to budget appropriations. Disagreement over the U.S. federal budget has caused the U.S. federal government to shut down for periods of time in recent years. Prolonged government shutdowns or funding delays could materially disrupt our ability to originate and service loans under these programs or negatively impact the financial performance of certain clients and their access to certain loan and guaranty programs, which could have a material adverse effect on our business, financial condition and results of operations.

The expanding body of federal, state and local regulation of loan servicing, collections or other aspects of our business may increase the cost of compliance and the risks of noncompliance.

We service the loans held on our balance sheet, and loan servicing is subject to extensive regulation by federal, state and local governmental authorities as well as to various laws and judicial and administrative decisions imposing requirements and restrictions on those activities. The volume of new or modified laws and regulations has increased in recent years and, in addition, some individual municipalities have begun to enact laws that restrict loan servicing activities such as delaying or temporarily preventing foreclosures or forcing the modification of certain mortgages.

Furthermore, various consumer lending laws have been adopted to prohibit or restrict certain practices such as steering borrowers away from more affordable products, repeatedly refinancing loans and making loans without a reasonable expectation that the borrowers will be able to repay the loans irrespective of the value of the underlying property. Despite our efforts to comply with such laws, we may still face liability with respect to our lending and loan investment activities.

These laws increase our cost of doing business, and if regulators impose new or more restrictive requirements, we may incur significant additional costs to comply with such requirements or such requirements may negatively impact our revenues, which may further adversely affect us. Our failure to comply with these laws and regulations could possibly lead to: civil and criminal liability; damage to our reputation in the industry; fines and penalties and litigation, including class action lawsuits; and administrative or regulatory enforcement actions. Any of these outcomes could materially and adversely affect us. There is also uncertainty regarding what legislative or regulatory changes may occur as a result of changes in government

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leadership resulting from elections, or, if changes occur, the ultimate effect they would have upon our financial condition or results of operations.

We may be required to repurchase mortgage loans or reimburse investors and others as a result of breaches in contractual representations and warranties.

We sell residential mortgage loans to various parties, including GSEs and other financial institutions that purchase mortgage loans for investment or private label securitization. The agreements under which we sell mortgage loans and the insurance or guaranty agreements with the FHA and U.S. Department of Veterans Affairs contain various representations and warranties regarding the origination and characteristics of the mortgage loans, including ownership of the loan, compliance with loan criteria set forth in the applicable agreement, validity of the lien securing the loan, absence of delinquent taxes or liens against the property securing the loan, fraudulent documentation and compliance with applicable origination laws. If any of these items prove defective or insufficient, we may be required to repurchase mortgage loans, indemnify the investor or insurer, or reimburse the investor or insurer for credit losses incurred on loans in the event of a breach of contractual representations or warranties that is not remedied within a period (usually 90 days or less) after we receive notice of the breach. Contracts for mortgage loan sales to the GSEs include various types of specific remedies and penalties that could be applied to inadequate responses to repurchase requests. Similarly, the agreements under which we sell mortgage loans require us to deliver various documents to the investor, and we may be obligated to repurchase any mortgage loan as to which the required documents are not delivered or are defective. We also may see increased rates of repurchase or indemnification demands or indemnification as a result of self-reporting of identified errors in our mortgage loan portfolio. For instance, in 2022, as part of our normal review process, we discovered irregularities in mortgage loan applications in one of our offices that prompted an internal investigation. While we do not expect the matter to materially or adversely affect our business or financial condition or results, certain loan files may still be under review by outside stakeholders.

We establish a mortgage repurchase liability related to the various representations and warranties that reflect management's estimate of losses for loans which we have a repurchase obligation. Our mortgage repurchase liability represents management’s best estimate of the probable loss that we may expect to incur for the representations and warranties in the contractual provisions of our sales of mortgage loans. Because the level of mortgage loan repurchase losses depends upon economic factors, investor demand strategies and other external conditions that may change over the life of the underlying loans, the level of the liability for mortgage loan repurchase losses is difficult to estimate and requires considerable management judgment. If economic conditions and the housing market deteriorate or future investor repurchase demand and our success at appealing repurchase requests differ from past experience, we could experience increased repurchase obligations and increased loss severity on repurchases, requiring additions to the repurchase liability. Furthermore, such breaches in contractual representations and warranties could adversely affect our reputation.

We face risks due to our mortgage banking activities that could negatively impact net income and profitability.

We sell a majority of the mortgage loans that we originate. The sale of these loans generates non-interest income and can be a source of liquidity for the Banks. Diminished demand in the secondary market for the purchase of residential mortgage loans as well as declines in real estate values could result in various issues including:


·		our inability to sell mortgage loans on the secondary market, which could negatively impact our liquidity position;
·		declines in real estate values could decrease the potential of mortgage originations, which could negatively impact our earnings;
·		if it is determined that loans were made in breach of our representations and warranties to the secondary market, we could incur losses associated with the loans;
·		increased compliance requirements could result in higher compliance costs, higher foreclosure proceedings or lower loan origination volume, all which could negatively impact future earnings.

We may face increased risk of claims and litigation relating to our fiduciary responsibilities in connection with our trust and wealth management business.

Services we provide in connection with our trust and wealth management business may require us to act as fiduciaries for our clients and others. Third parties or government agencies may assert claims and take legal action against us pertaining to the

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performance of our fiduciary responsibilities. If these claims and legal actions are not resolved in a manner favorable to us, we may be exposed to significant financial liability or our reputation could be damaged. Either of these results may adversely impact demand for our products and services or otherwise have an adverse effect on our business, financial condition, results of operations and growth prospects.

Risks Relating to our Growth Strategy

We may not be able to effectively manage our strategic growth or other expansionary activity.

Our expansionary activity, whether through de novo branching, acquisitions (including Vista), organic growth or the implementation of our digital banking strategy, including through the launch of 2UniFi, has placed, and may continue to place, significant demands on our operations and management. The success of our expansionary activity is dependent upon our ability to:


·		continue to implement and improve our operational, credit, financial, legal, management, compliance and other internal risk controls and processes and our reporting systems and procedures in order to manage a growing number of client relationships;
·		implement and scale our 2UniFi platform, Cambr deposit gathering platform and other new technologies;
·		integrate our acquisitions and develop consistent policies throughout the various lines of businesses;
·		attract and retain the client base; and
·		attract and retain management talent.

We may not successfully implement improvements to, or integrate, our management information and control systems, procedures and processes in an efficient or timely manner and may discover deficiencies in existing systems and controls. In particular, our controls and procedures must be able to accommodate an increase in loan volume in various markets and the infrastructure that comes with new banking centers, banks and growth of our client base through our digital banking strategy and our trust and wealth management business. Thus, our growth strategy may divert management from our existing franchises and may require us to incur additional expenditures to expand our administrative and operational infrastructure and, if we are unable to effectively manage and grow our financial services franchise, we could be materially and adversely affected. In addition, if we are unable to manage future expansion in our operations, we may experience compliance and operational problems, have to slow the pace of growth, or have to incur additional expenditures beyond current projections to support such growth, any one of which could materially and adversely affect us.

Failure to keep pace with technological change could adversely affect our business, and our digital growth strategy may subject us to additional operational, strategic, reputational or regulatory risks.

The financial services industry is undergoing rapid technological changes, with frequent introductions of new technology-driven products and services. Our future success will depend, in part, upon our ability to continue to address the needs of our clients by using innovative technologies to provide products and services that will satisfy client demands for convenience and security, as well as to create additional efficiencies in our operations. The implementation of such new technologies may expose us to additional operational, financial, operational, strategic, reputational and regulatory compliance risks.

New technology-driven products and services are rapidly being introduced throughout the financial services industry, often through fintechs. We have made and will continue to make investments in and also partner with third-party fintechs in connection with our digital growth strategy and the digital solution, 2UniFi. Our investments may include companies that may be unseasoned, unprofitable or have no established operating histories or earnings and may lack technical, marketing, financial and other resources and are therefore more vulnerable to financial failure. The innovations these companies develop for utilization by 2UniFi may prove more difficult to successfully integrate into our existing operations. We may be required to employ and maintain qualified personnel as our business expands into new and expanding markets, and we may be required to install additional operational and control systems to manage fraud, operational, legal and regulatory compliance risks. Any failure to successfully manage this integration may adversely affect our timeline for our digital strategy, future financial condition and results of operations. Additionally, new or evolving regulations impacting the companies and technologies we have invested in may impact our digital growth and our ability to satisfy our clients’ demands for digital offerings in the 2UniFi ecosystem.

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Integrating Vista may be more difficult, costly or time consuming than expected, and we may fail to realize the anticipated benefits and cost savings of the acquisition.

On January 7, 2026, the Company acquired Vista. The success of the acquisition will depend, in part, on the ability to realize the anticipated cost savings from combining our business with Vista’s business. To realize the anticipated benefits and cost savings from the acquisition, we must successfully integrate and combine our businesses in a manner that permits those cost savings to be realized. If we are not able to successfully achieve these objectives, the anticipated benefits of the acquisition may not be realized fully or at all or may take longer to realize than expected. In addition, the actual cost savings and anticipated benefits of the acquisition could be less than anticipated, and integration may result in additional unforeseen expenses.

It is possible that the integration process could result in the loss of key associates, the disruption of our ongoing business, operational failures, inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with clients, depositors or associates or the inability to achieve the anticipated benefits and cost savings of the acquisition. Integration efforts between the two companies may also divert management attention and resources. These integration matters could have an adverse effect on us for an undetermined period after completion of the acquisition.

Our acquisitions generally will require regulatory approvals and failure to obtain such approvals would restrict our growth plans.

We intend to continue to complement and expand our business by pursuing strategic acquisitions of financial services franchises. Generally, any acquisition of target financial institutions, banking centers or other banking assets by us will require approval by, and cooperation from, a number of governmental regulatory agencies, including the Federal Reserve, the Colorado Division of Banking and the Wyoming Division of Banking. In acting on applications, our banking regulators consider, among other factors:



·		the effect of the acquisition on competition;
·		the financial condition, liquidity, results of operations, capital levels and future prospects of the applicant and the bank(s) involved;
·		the quantity and complexity of previously consummated acquisitions;
·		the managerial resources of the applicant and the bank(s) involved;
·		the convenience and needs of the community, including the record of performance under the CRA; and
·		the effectiveness of the applicant in combating money laundering activities.

Such regulators could deny our application based on the above criteria or other considerations, which would restrict our growth, or the regulatory approvals may not be granted on terms that are acceptable to us. For example, we could be required to sell banking centers as a condition to receiving regulatory approvals, and such a condition may not be acceptable to us or may reduce the benefit of any acquisition. In addition, prior to the submission of an application our regulators could discourage us from pursuing strategic acquisitions or indicate that regulatory approvals may not be granted on terms that would be acceptable to us, which could have the same effect of restricting our growth or reducing the benefit of any acquisitions.

If we are unable to identify and consummate attractive acquisitions, or continue to increase loans through organic loan growth, we may be unable to successfully implement our growth strategy, and our results of operations and financial condition could be materially and adversely affected.

We intend to continue to grow our business through organic loan growth and strategic acquisitions of financial services franchises. Previous availability of attractive acquisition targets may not be indicative of future acquisition opportunities, and we may be unable to identify any acquisition targets that meet our investment objectives. As our acquired loan portfolio is paid down, we expect downward pressure on our income to the extent that the runoff is not replaced with other organically originated loans. As a result of the foregoing, if we are unable to replace loans in our existing portfolio with comparable

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loans, our results of operations could be materially and adversely affected. Our financial condition could also be materially and adversely affected if we choose to pursue riskier higher-yielding loans that fail to perform.

Projected operating results for businesses acquired by us, inclusive of Vista, may be inaccurate and may vary significantly from actual results. To the extent that we make future acquisitions, we may not be able to realize the value we predict from these assets or make sufficient provision for future losses in the value of, or accurately estimate the future write-downs to be taken in respect of, these assets.

We will generally establish the pricing of transactions and the capital structure of financial services franchises to be acquired by us on the basis of financial projections for such financial services franchises. In general, projected operating results will be based on the judgment of our management team. In all cases, projections are only estimates of future results that are based upon assumptions made at the time that the projections are developed and the projected results may vary significantly from actual results. General economic, political and market conditions can have a material adverse impact on the reliability of such projections. In the event that the projections made in connection with our acquisitions, or future projections with respect to new acquisitions, are not accurate, such inaccuracies could materially and adversely affect us.

Delinquencies and losses in the loan portfolios and other assets we acquire may exceed our initial forecasts developed during our due diligence investigation prior to acquisition and, thus, produce lower returns than we believed our purchase price supported. Furthermore, our due diligence investigation may not reveal all material issues. If, during the diligence process, we fail to identify all relevant issues related to an acquisition, we may be forced to later write down or write off assets, restructure our operations, or incur impairment or other charges that could result in significant losses. Any of these events could materially and adversely affect us. Economic conditions may create an uncertain environment with respect to asset valuations and there is no certainty that we will be able to sell assets or institutions after we acquire them if we determine it would be in our best interests to do so. In addition, there may be limited liquidity for certain asset classes we hold, including commercial real estate and construction and development loans. Any of the foregoing matters could materially and adversely affect us.

Risks Relating to the Regulation of Our Industry

We operate in a highly regulated environment and the laws and regulations that govern our operations, corporate governance, executive compensation and accounting principles, or changes in them, or our failure to comply with them, could materially and adversely affect us.

We are subject to extensive regulation, supervision, executive orders and legislation by federal and state regulators and bodies, that govern almost all aspects of our operations. Intended to protect clients, depositors and the DIF, these laws and regulations, among other matters, prescribe minimum capital requirements, impose limitations on the business activities in which we can engage (including foreclosure and collection practices), limit the dividends or distributions that we can pay, restrict the ability of institutions to guarantee our debt, and impose certain specific accounting requirements on us that may be more restrictive and may result in greater or earlier charges to earnings or reductions in our capital than GAAP. Compliance with laws and regulations, including the effects of the Dodd-Frank Act, can be difficult and costly, and changes to laws and regulations often impose additional compliance costs.

We may face various risks related to the extensive government regulation and supervision of our business, including by our current federal and state regulators, as well as other government entities that may become our regulators in the future. These risks include pending and future laws, executive orders and regulations that may adversely impact our business, as well as supervisory and other actions that may be taken against us by our regulators. The legislative, regulatory and supervisory environment is beyond our control, may change rapidly and unpredictably, and may negatively influence our revenue, costs, earnings, growth, liquidity and capital levels. Our failure to comply with these laws and regulations, or effectively navigate this complex regulatory or supervisory landscape, even if the failure follows good faith effort or reflects a difference in interpretation, could negatively impact our revenues or subject us to restrictions on our business activities, fines and other penalties, or damage to our regulatory ratings, or client perception , any of which could materially and adversely affect us.

We will be subject to increased regulation and regulatory scrutiny now that our total consolidated assets exceed $10 billion, which could impede or delay our ability to execute on our business plans.

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Federal law imposes heightened requirements on bank holding companies and depository institutions that exceed $10 billion in total consolidated assets. In addition to its prudential regulator, an insured depository institution with $10 billion or more in total assets is subject to supervision, examination, and enforcement with respect to consumer protection laws by the CFPB. Additionally, other regulatory requirements apply to insured depository institution holding companies and insured depository institutions with $10 billion or more in total consolidated assets, please refer to Part I, Item 1-Supervision and Regulation. Further, deposit insurance assessment rates are calculated differently, and may be higher, for insured depository institutions with $10 billion or more in total consolidated assets.

Debit card interchange fee restrictions set forth in section 1075 of the Dodd-Frank Act, known as the Durbin Amendment, as implemented by regulations of the Federal Reserve, cap the maximum debit interchange fee that an issuer may receive per transaction. Debit card issuers with less than $10 billion in total consolidated assets are exempt from these interchange fee restrictions. The exemption for small issuers ceases to apply as of July 1 of the year following the calendar year in which the issuer’s total consolidated assets exceed $10 billion.

As of December 31, 2025, we had total assets of approximately $9.9 billion; however, with the closing of the acquisition, our assets now exceed $10 billion and will continue to exceed this threshold in 2026. When our assets remain above this threshold for the statutorily required time period, we may – notwithstanding recent actions taken regarding the CFPB – become subject to heightened regulatory and financial impacts as a result of CFPB oversight. We have incurred and will continue to incur additional costs to implement processes, procedures, and monitoring of compliance with these increased regulatory requirements and may lose revenue due to no longer qualifying for the foregoing exemption with respect to debit interchange fees. The effect of any presently contemplated or future changes in the laws or regulations or their interpretations is uncertain, especially with respect to the current administration’s regulatory position. The results or implementation of these changes could be materially adverse to the Company’s investors and its results of operations.

The Federal Reserve may require us to commit capital resources to support our subsidiary banks.

As a matter of policy, the Federal Reserve, which examines us and our subsidiaries, expects a bank holding company to act as a source of financial and managerial strength to a subsidiary bank and to commit resources to support such subsidiary bank. Under the “source of strength” doctrine, the Federal Reserve may require a bank holding company to make capital injections into a troubled subsidiary bank and may charge the bank holding company with engaging in unsafe and unsound practices for failure to commit resources to such a subsidiary bank. In addition, the Dodd-Frank Act directs the federal bank regulators to require that all companies that directly or indirectly control an insured depository institution serve as a source of strength for the institution. Under this requirement, we could be required to provide financial assistance to our subsidiary banks should our subsidiary banks experience financial distress.

A capital injection may be required at times when we do not have the resources to provide it and, therefore, we may be required to borrow the funds or raise additional equity capital from third parties. Any loans by a holding company to its subsidiary bank are subordinate in right of payment to deposits and to certain other indebtedness of the subsidiary bank. In the event of a bank holding company’s bankruptcy, the bankruptcy trustee will assume any commitment by the holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank. Moreover, bankruptcy law provides that claims based on any such commitment will be entitled to a priority of payment over the claims of the holding company’s general unsecured creditors, including the holders of its indebtedness. Any financing that must be done by the holding company in order to make the required capital injection may be difficult and expensive and may not be available on attractive terms, or at all, which likely would have a material adverse effect on our financial condition, our stock price and our ability to pay dividends to our shareholders.

Our ability to execute our capital allocation strategy, including paying dividends or repurchasing shares, is subject to regulatory limitations.

Our ability to declare and pay dividends depends both on the ability of our bank subsidiary to pay dividends to us and on certain federal regulatory considerations, including the guidelines of the Federal Reserve regarding capital adequacy and dividends. Because we are a separate legal entity from our bank subsidiary and we do not have significant operations of our own, any dividends paid by us to our shareholders would have to be paid from funds at the holding company level that are

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legally available therefor. However, as a bank holding company, we are subject to general regulatory restrictions on the payment of cash dividends. Federal bank regulatory agencies have the authority to prohibit bank holding companies from engaging in unsafe or unsound practices in conducting their business, which depending on the financial condition and liquidity of the holding company at the time, could include the payment of dividends or the repurchase of shares. Additionally, various federal and state statutory provisions limit the amount of dividends that our bank subsidiary can pay to us as its holding company without regulatory approval.

We have pursued a strategy of capital management under which we have sought to deploy capital through stock repurchases and dividends on our common stock, in a manner that is beneficial to our stockholders. Our stockholders are only entitled to receive such dividends as our board of directors may declare in its unilateral discretion. We are not required to pay dividends on, or effect repurchases of, our common stock and may reduce or eliminate our common stock dividend and/or share repurchases after considering, among other things, our historical and projected financial condition, liquidity and results of operations, capital levels, tax considerations, statutory and regulatory prohibitions and other limitations, general economic conditions and other factors deemed relevant by our board of directors. Accordingly, we may not continue paying dividends on, or repurchase shares of, our common stock at current levels or at all. A reduction or discontinuance of dividends on our common stock or our shares repurchases could have a material adverse effect on the market price of our common stock.

The FDIC’s restoration plan for the DIF and any related increased assessment rates could materially and adversely affect us.

The FDIC insures deposits at FDIC-insured depository institutions, such as our subsidiary bank, up to applicable limits. The amount of a particular institution’s deposit insurance assessment is based on that institution’s risk classification under an FDIC risk-based assessment system. An institution’s risk classification is assigned based on its capital levels and the level of supervisory concern the institution poses to its regulators. If current assessments imposed by the FDIC are insufficient for the DIF to meet its funding requirements, there may need to be further special assessments or increases in deposit insurance premiums. We are generally unable to control the amount of premiums that we are required to pay for FDIC insurance. Any future additional assessments, increases or required prepayments in FDIC insurance premiums may materially and adversely affect us, including by reducing our profitability or limiting our ability to pursue certain business opportunities.

Federal and state banking agencies periodically conduct examinations of our business, including compliance with laws and regulations, and our failure to comply with any supervisory actions to which we become subject as a result of such examinations could materially and adversely affect us.

Federal and state banking agencies periodically conduct examinations of our business, including compliance with laws and regulations. If, as a result of an examination, a federal or state banking agency were to determine that the financial condition, capital resources, asset quality, earnings prospects, management, liquidity or other aspects of any of our operations had become unsatisfactory, or that we or our management was in violation of any law or regulation, it may take a number of different remedial actions as it deems appropriate. These actions include the power to enjoin “unsafe or unsound” practices, to require affirmative actions to correct any conditions resulting from any violation or practice, to issue an administrative order or other regulatory enforcement action that can be judicially enforced, to direct an increase in our capital, to restrict our growth, to assess criminal or civil monetary penalties against our officers or directors, to remove officers and directors and, if it is concluded that such conditions cannot be corrected or there is an imminent risk of loss to depositors, to terminate our deposit insurance. If we become subject to such regulatory actions, we could be materially and adversely affected.

We are subject to the CRA and fair lending laws, and failure to comply with these laws could lead to a wide variety of sanctions.

The CRA, the Equal Credit Opportunity Act, the Fair Housing Act and other fair lending laws and regulations impose nondiscriminatory lending requirements on financial institutions. The DOJ and other federal agencies are responsible for enforcing these laws and regulations. A successful challenge to our performance under the CRA or fair lending laws and regulations could result in a wide variety of sanctions, including damages and civil money penalties, injunctive relief, restrictions on mergers and acquisitions activity, and restrictions on expansion activity. In such instance, private parties may also have the ability to challenge our performance under fair lending laws in private class action litigation. Any of these actions could have a material and adverse impact on our business, financial condition and results of operations.

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We face a risk of noncompliance and enforcement action with the Bank Secrecy Act and other anti-money laundering statutes and regulations.

The federal Bank Secrecy Act, the USA PATRIOT Act and other laws and regulations require financial institutions, among other duties, to institute and maintain an effective anti-money laundering program and file suspicious activity and currency transaction reports as appropriate. The Federal Financial Crimes Enforcement Network, established by the U.S. Treasury Department to administer the Bank Secrecy Act, is authorized to impose significant civil money penalties for violations of those requirements, and engages in coordinated enforcement efforts with the individual federal banking regulators, as well as the DOJ, Drug Enforcement Administration, and Internal Revenue Service. There is also increased scrutiny of compliance with the rules enforced by the Office of Foreign Assets Control. If our policies, procedures and systems are deemed deficient or the policies, procedures and systems of the financial institutions that we may acquire in the future are deficient, we would be subject to liability, including fines and regulatory actions (such as restrictions on our ability to pay dividends and the necessity to obtain regulatory approvals to proceed with certain aspects of our business plan, including our acquisition plans), which could materially and adversely affect us. Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have serious reputational consequences for us.

General Risk Factors

We depend on our executive officers and key personnel to implement our strategy and the loss of their services could have a material adverse effect on our ability to conduct our business operations.

The execution of our strategy depends in large part on the skills of our executive management team and our ability to motivate and retain these and other key personnel, including key personnel added through mergers and acquisitions. Accordingly, the loss of service of one or more of our executive officers or key personnel could reduce our ability to successfully implement our growth strategy and materially and adversely affect us. Our success also depends on the experience of our banking center managers and relationship managers and on their relationships with the clients and communities they serve. The loss of these key personnel could negatively impact our banking operations.

Tax legislation initiatives or challenges to our tax positions could adversely affect our results of operations and financial condition.

We operate in multiple jurisdictions, and we are subject to tax laws and regulations of the U.S. federal, state and local governments. From time to time, legislative initiatives may be adopted, which may impact our effective tax rate and could adversely affect our deferred tax assets, tax positions and/or our tax liabilities. In addition, U.S. federal, state and local tax laws and regulations are extremely complex and subject to varying interpretations. There can be no assurance that our historical tax positions will not be challenged by relevant tax authorities or that we would be successful in defending our positions in connection with any such challenge.

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Item 1B. UNRESOLVED STAFF COMMENTS.

None

Item 1C. CYBERSECURITY.

Risk Management and Strategy

Our risk management program is designed to identify, assess, manage, and mitigate risks across various aspects of our Company, including, but not limited to, financial, operational, regulatory, and legal. Cybersecurity is a critical component of this program, given the increasing reliance on technology and potential of cyber threats.

The Company’s cybersecurity risk management program is designed to ensure the Company’s data, information systems, networks and devices are appropriately protected from a variety of threats and that our third parties with access to the Company’s data take similar precautions. The Company’s cybersecurity risk management program consists of a layered cybersecurity approach and is organized pursuant to prevailing guidance such as the Federal Financial Institutions Examination Council, including its underlying handbooks and assessment tools, and incorporates guidance issued by the National Institute of Standards and Technology and the Cybersecurity Infrastructure and Security Agency. Regular risk assessments are conducted to validate control requirements and ensure that the Company’s information is protected at a level commensurate with its sensitivity and value. Preventative and detective security controls are employed on all media where information is stored, the systems that process it, and infrastructure components that facilitate its transmission to ensure the confidentiality, integrity, and availability of Company information. These controls include, but are not limited to, access control, data encryption, data loss prevention, incident response, security monitoring, third-party risk management, and vulnerability management.

The Company’s cybersecurity risk management program and strategy are regularly assessed by consultants, regulatory authorities, and external auditors. The Company’s Enterprise Risk Management department also plays a crucial role in monitoring the program by internally conducting regular cyber maturity assessments. Cybersecurity processes are adjusted as needed based on the information gathered from these internal and external assessments to ensure that the program is aligned with the Company’s business objectives, is designed to address evolving cybersecurity threats, satisfies regulatory requirements, and conforms with industry standards.

The Company, through its Enterprise Risk Management, Enterprise Technology, and Internal Audit departments, actively maintains and monitors various systems, controls and surveillance measures that are intended to mitigate cybersecurity risks including:

●

Layered security controls monitoring traffic to and within the Company that identify and block suspicious activity, with system configurations that align with industry best practices.

●

Preventative and detective controls to identify adverse internal and external trends and analyze the Company’s response mechanisms.

●

Annual network and penetration testing by reputable third parties to evaluate the Company’s suite of security controls and tools and identify potential vulnerabilities.

●

Regular cybersecurity and information security awareness training for associates, supplemented with recurring social engineering tests.

●

Conducting regular cyber maturity assessments to ensure the Company is prepared to manage and respond to cybersecurity threats.

●

An incident response plan that outlines the steps the Company will take to respond to a cybersecurity incident, which is tested on a periodic basis.

●

Recurring audit and oversight of all critical third parties within the Company’s digital ecosystem to identify risks and adverse trends and monitor their compliance with our cybersecurity requirements.

●

Use of external subject matter experts to provide threat intelligence and updates on trends and emerging schemes.

●

Annual risk and self-assessments against established industry frameworks to ensure best practices are in place and the Company’s risk assessment continues to evolve.

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●

Carrying out regular trainings and tests, including phishing simulation tests, to ensure the Company’s associates remain vigilant with regards to cybersecurity threats.

●

Annual testing from a business continuity perspective, including annual business impact analysis reviews, annual testing of all critical departments, systems and third parties, and established back-up, replication, and restoration to help ensure continuity of operations.

Our internal systems, processes, and controls are designed to mitigate loss from cyberattacks and, if necessary, remediate any potential damage. While we have experienced cybersecurity incidents in the past, to date, risks from cybersecurity threats have not materially affected the Company’s business, financial condition, and results of operations. However, the sophistication of cyber threats continues to increase, and the Company’s cybersecurity risk management and strategy may be insufficient or may not be successful in protecting against all cyber incidents. Accordingly, no matter how well designed or implemented the Company’s controls are, it will not be able to anticipate all cybersecurity breaches, and it may not be able to implement effective preventive measures against such security breaches in a timely manner. For more information on how cybersecurity risk may materially affect the Company’s business strategy, results of operations or financial condition, please refer to Part 1, Item 1A-Risk Factors.

Governance

The Company’s Board of Directors is charged with overseeing the establishment and execution of the Company’s Risk Management program and monitoring adherence to related policies required by applicable statutes, regulations and principles of safety and soundness. Consistent with this responsibility, the Board has delegated primary oversight responsibility over the Company’s risk management program, including oversight of cybersecurity risk management, to the Audit & Risk Committee of the Board.

The Company’s Chief Risk Management Officer reports directly to the CEO and chairs the Company’s management-level Enterprise Risk Management Committee, through which the Company’s executive team manages and oversees the Company’s entire risk management program, including cybersecurity risk management. In addition, the Company’s CISO reports directly to the Chief Risk Management Officer and works in tandem with the Company’s Enterprise Technology Department. The Enterprise Technology department is responsible for the Company’s information systems and for building and maintaining cybersecurity defenses within the Company’s technology systems. The Company’s CTO reports directly to the CEO and leads the Enterprise Technology Department. Collectively, the Enterprise Technology and Enterprise Risk Management Departments work together to oversee the day-to-day management and implementation of the Company’s cybersecurity risk management program.

The Company’s Internal Audit Department, including third parties engaged by Internal Audit, evaluate the overall effectiveness of the Bank’s cybersecurity risk management strategy which is reported to the Audit & Risk Committee of the Board. In addition, the Enterprise Technology and Enterprise Risk Management Departments provide reports to the Audit & Risk Committee of the Board discussing items such as the Departments’ efforts to prevent, detect, mitigate, and potentially remediate cybersecurity risks, cybersecurity status updates, and current cybersecurity trends in the banking industry. Finally, the Company’s Board participates in training at least annually on the Directors’ role in managing cybersecurity risks.

The Company’s CISO has over 15 years of prior work experience, which includes managing information security and operational risk, developing cybersecurity strategy and incident responses, implementing effective information and cybersecurity programs, preventing fraud and social engineering, and ensuring business continuity and proper third-party management. The Company’s CTO has over 25 years of prior work experience in cybersecurity and data center management and design, 16 years of which has been devoted to the financial and banking sectors. The Enterprise Technology Department is comprised of a team of subject matter experts in security operations, network architecture, cyber and information security governance and cybersecurity/network operations.

Item 2. PROPERTIES.

Our principal executive offices are located in the Denver Tech Center area immediately south of Denver, Colorado and cover approximately 47,000 square feet. We also have approximately 57,000 square feet of office and operations space in Kansas City, Missouri. At December 31, 2025, we operated 36 banking centers in Colorado, 21 in Missouri, 11 in Kansas, eight in

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Wyoming, seven in Utah, two in Texas, four in New Mexico and two in Idaho. Of these banking centers, 66 were owned and 25 locations were leased.

Item 3. LEGAL PROCEEDINGS.

From time to time, we are a party to various litigation matters incidental to the conduct of our business. We do not believe that any of our pending legal proceedings, individually or in the aggregate, will have a material adverse effect on our business, prospects, financial condition, results of operations or liquidity.

Item 4. MINE SAFETY DISCLOSURES.

None.

PART II

Market for Registrant’s Common Equity

Shares of the Company’s common stock are traded on the New York Stock Exchange under the symbol “NBHC.” The Company had 443 shareholders of record as of February 19, 2026. Management estimates that the number of beneficial owners is significantly greater.

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Performance Graph

The following graph presents a comparison of the Company’s performance to the indices named below. It assumes $100 invested on December 31, 2020, with dividends invested on a total return basis.


	Period Ending
Index	12/31/20	12/31/21	12/31/22	12/31/23	12/31/24	12/31/25
NBHC	100.00	137.05	134.10	122.26	145.60	132.58
KBW Regional Banking Index	100.00	136.65	127.19	126.69	143.42	152.74
Russell 2000 Index	100.00	114.78	91.30	106.71	119.00	134.23

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Issuer Repurchases

The following table sets forth information about our repurchases of our common stock during the fourth quarter of 2025:


					Maximum
				Total number of	approximate dollar
				shares purchased	value of shares
				as part of publicly	that may yet be
	Total number	Average price		announced plans	purchased under the
Period	of shares purchased	paid per share		or programs	plans or programs⁽²⁾
October 1 - October 31, 2025⁽¹⁾	5,965	$	37.54	—	$	36,965,883
November 1 - November 30, 2025	57,495		36.99	57,495		34,839,070
December 1 - December 31, 2025	—		—	—		34,839,070
Total	63,460		37.04	57,495


(1)		Represents shares purchased pursuant to the Company’s stock incentive plans at the then current market value in satisfaction of stock option exercise prices, settlements of restricted stock and tax withholdings.
(2)		On May 9, 2023, the Company announced a program to repurchase up to $50.0 million of the Company’s common stock from time to time in either the open market or through privately negotiated transactions in accordance with applicable regulations of the SEC, as authorized by the Board of Directors. During the three months ended December 31, 2025, the Company repurchased 57,495 shares of common stock for $2.1 million at a weighted average price per share of $36.99. The remaining authorization under the 2023 program as of December 31, 2025 was $34.8 million. No time limit had been set for completion of the program as of December 31, 2025. On January 27, 2026, the Company announced that its Board of Directors authorized a new stock repurchase program under which the Company may repurchase up to $100.0 million of its Common Stock from time to time in the open market or in privately negotiated transactions in accordance with applicable regulations of the Securities and Exchange Commission. This new program replaces in its entirety the stock repurchase program that was authorized by the Board of Directors on May 9, 2023.

Item 6. [RESERVED]

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Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following management’s discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes as of and for the years ended December 31, 2025, 2024, and 2023, and with the other financial and statistical data presented in this annual report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions that may cause actual results to differ materially from management’s expectations. Factors that could cause such differences are discussed in the section entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” and should be read herewith.

Management’s discussion focuses on 2025 results compared to 2024. For a discussion of 2024 results compared to 2023, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

All amounts are in thousands, except share and per share data, or as otherwise noted.

Overview

Our focus is on building relationships by creating a win-win scenario for our clients and our Company. We believe in providing solutions and services to our clients that are based on fairness and simplicity. We have established a solid financial services franchise with a sizable presence for deposit gathering and building client relationships necessary for growth. We have executed on strategic acquisition opportunities to expand our presence in attractive markets and to diversify our revenue streams. Additionally, we are innovating through 2UniFi with the goal of delivering a comprehensive digital financial ecosystem for our clients. We are focused on providing small- and medium-sized businesses with alternative digital access to address borrowing, depository and cash management needs, while also providing information management and access to digital payment tools, under the safety of a regulated bank. We believe that our established presence in our core markets of Colorado, the greater Kansas City region, Texas, Utah, Wyoming, New Mexico and Idaho, as well as our ongoing investment in digital solutions and strategic acquisitions, position us well for growth opportunities. As of December 31, 2025, we had $9.9 billion in assets, $7.4 billion in loans, $8.3 billion in deposits, $1.4 billion in equity and $1.3 billion in assets under management in our trust and wealth management business.

Operating Highlights

Strategic execution


●		The Company closed the acquisition of Vista on January 7, 2026, which further strengthens the Company’s presence in Texas, acquiring banking centers in Dallas-Ft. Worth, Austin, and Lubbock, as well as one banking center in Palm Beach, Florida. At December 31, 2025, Vista held $2.5 billion in total assets, $1.9 billion in loans and $2.2 billion in deposits. The aggregate consideration paid at the time of acquisition was $377.7 million, consisting of $89.0 million in cash with the remainder paid in 7.3 million shares of NBHC common stock, based on the closing price of $39.51 on January 6, 2026. The system conversion for this transaction will be completed during the third quarter of 2026.
●		At December 31, 2025, common book value per share was $36.67. Tangible common book value per share increased $2.52, or 10.0%, to $27.80, during the year ended December 31, 2025, primarily driven by the year’s earnings.
●		In July 2025, the Company launched the initial phase of 2UniFi, an innovative financial ecosystem built to empower business entrepreneurs with treasury management depository capabilities and a streamlined SBA loan offering. In conjunction with the continued investment in the 2UniFi buildout, the Company incurred $21.6 million and $13.0 million of non-interest expense during the years ended December 31, 2025 and 2024, respectively, primarily within salaries and benefits, occupancy and equipment, and professional fees.
●		During the year ended December 31, 2025, the Company repurchased 416,795 shares of common stock for $15.2 million at a weighted average price per share of $36.40 as part of our capital strategy.
●		The Company prudently manages liquidity and maintains a profile focused on core deposits and stable, long-term and diversified funding sources, including access to Cambr platform deposits. The Company maintains an investment portfolio with a short average duration and targets a neutral interest rate position.

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Profitability and returns


●		Net income totaled $109.6 million, or $2.85 per diluted share, for the year ended December 31, 2025, compared to net income of $118.8 million, or $3.08 per diluted share, for the year ended December 31, 2024. During the year ended December 31, 2025, acquisition-related expenses totaled $7.2 million. During 2025 and 2024, the Company sold $57.8 million and $132.1 million, respectively, of AFS investment securities on the open market as part of the Company’s strategic balance sheet management resulting in pre-tax losses of $3.3 million and $6.6 million, respectively. Adjusting for the items above, net income totaled $117.6 million and $123.9 million, and diluted earnings per share totaled $3.06 and $3.22 during the years ended December 31, 2025 and 2024, respectively.
●		Pre-provision net revenue FTE totaled $159.3 million and $159.1 million for the years ended December 31, 2025 and 2024, respectively. Adjusting for acquisition-related expenses in 2025 and the loss on AFS security sales included in 2025 and 2024, pre-provision net revenue FTE increased $4.1 million, or 2.5%, to $169.8 million for the year ended December 31, 2025, compared to 2024.
●		The return on average assets totaled 1.11% and 1.20% for the years ended December 31, 2025 and 2024, respectively. Adjusting for acquisition-related expenses in 2025 and the loss on AFS security sales, the return on average tangible assets for the years ended December 31, 2025 and 2024 totaled 1.30% and 1.36%, respectively.
●		The return on average equity was 8.08% and 9.41% for the years ended December 31, 2025 and 2024, respectively. Adjusting for acquisition-related expenses in 2025 and the loss on AFS security sales, the return on average tangible common equity totaled 12.15% and 14.20% for the years ended December 31, 2025 and 2024, respectively.

Loan portfolio


●		Loans totaled $7.4 billion at December 31, 2025, compared to $7.8 billion at December 31, 2024.
●		During the year ended December 31, 2025, the Company generated loan fundings totaling $1.6 billion, including $591.0 million during the fourth quarter of 2025, with a weighted average new loan origination rate of 6.4% during the fourth quarter of 2025.
●		The Company maintained a conservatively structured loan portfolio represented by diverse industries and concentrations with industry sector concentrations at 15% or less of total loans and all concentration levels remain well below our self-imposed limits.
●		Non-owner occupied CRE loans, which are comprised of multiple industry sectors, were 127.1% of the Company’s risk based capital, or 21.3% of total loans, and no specific property type comprised more than 7.0% of total loans at December 31, 2025.
●		The Company maintains a low level of non-owner occupied CRE retail properties and office properties. Including available credit, non-owner occupied CRE retail properties and office properties comprised 1.9% and 1.2% of total loans, respectively, at December 31, 2025.
●		Multifamily loans totaled $298.5 million, or 4.0% of total loans as of December 31, 2025.
●		We do not originate high-dollar non-amortizing or balloon payment mortgage loans to our clients.

Credit quality


●		Allowance for credit losses totaled 1.18% of total loans at December 31, 2025, compared to 1.22% at December 31, 2024.
●		The Company continued to prudently manage credit risk in 2025, further strengthening our credit profile. Non-performing loans improved 12 basis points to 0.34% of total loans at December 31 2025, compared to 0.46% at December 31, 2024.
●		Criticized loans decreased $70.4 million, or 18.3%, to $314.3 million as of the year ended December 31, 2025, compared to 2024.
●		Provision expense for credit losses totaled $17.8 million and $6.8 million during the years ended December 31, 2025 and 2024, respectively.
●		Net charge-offs of $25.2 million and $9.8 million were recorded during 2025 and 2024, respectively. Net charge-offs to average total loans totaled 0.34% and 0.13% for 2025 and 2024, respectively.

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Deposits

		.9
●		Average total deposits totaled $8.2 billion and $8.3 billion for the years ended December 31, 2025 and 2024, respectively.
●		Average transaction deposits totaled $7.1 billion and $7.3 billion for the years ended December 31, 2025 and 2024, respectively.
●		The mix of transaction deposits to total deposits was 86.1% and 87.6% at December 31, 2025 and 2024, respectively.
●		Cost of deposits improved 21 basis points to 2.02% during the year ended December 31, 2025, as a result of our disciplined deposit pricing over the last 12 months as the FRB lowered rates.
●		Approximately 76% of our deposits were FDIC insured as of December 31, 2025.

Liquidity

		.9
●		On-balance sheet liquidity totaled $884.0 million as of December 31, 2025 and was comprised of $417.1 million of cash and $466.9 million of unencumbered investments.
●		Liquidity is monitored and managed to ensure that sufficient funds are available on demand to meet our business needs. At December 31, 2025, the Company’s available secured and committed borrowing capacity at the FHLB and FRB totaled $3.0 billion. The Company also accesses a variety of other short-term and long-term unsecured funding sources, which include access to Cambr platform deposits, multiple brokered deposit platform options and lines of credit.
●		Our investment securities portfolio has a short average duration and is largely backed by U.S. government agencies or GSEs, which we believe mitigates the risk of material losses. Regarding the fair value of investment securities, our accumulated other comprehensive loss does not have a material impact on our capital position.
●		The ratio of total shareholders’ equity to total assets was 14.0% at December 31, 2025, compared to 13.3% at December 31, 2024. Our tangible common equity capital ratio, which includes the accumulated other comprehensive loss, totaled 11.0% at December 31, 2025, compared to 10.2% at December 31, 2024.

Revenues


●		Net interest income FTE increased $3.9 million to $356.4 million during the year ended December 31, 2025, compared to $352.5 million for 2024.
●		The net interest margin FTE expanded nine basis points to 3.94% for the year ended December 31, 2025, compared to 2024, driven by a 22 basis point improvement in the cost of funds and partially offset by a 13 basis point decrease in earning asset yields. The cost of funds was 2.05% for the year ended December 31, 2025, compared to 2.27% for the year ended December 31, 2024.
●		During the year ended December 31, 2025, non-interest income increased $6.3 million, or 10.3%, to $67.6 million, compared to the prior year. The Company executed strategic balance sheet actions in both 2025 and 2024, which resulted in security sale losses of $3.3 million and $6.6 million, in the respective periods. Excluding these items, non-interest income increased $3.1 million primarily driven by $3.9 million of unrealized gains on partnership investments, a $0.9 million increase in gains on sales of previously consolidated banking center properties, and a $0.8 million increase in trust income. These increases were partially offset by decreases in SBA loan sale gains and swap fee income.

Expenses


●		During the year ended December 31, 2025, non-interest expense totaled $264.6 million, which included $7.2 million of expenses from the Vista acquisition, compared to non-interest expense of $254.6 million in the prior year. Excluding the acquisition-related expenses, which are primarily professional fees, the current year non-interest expense totaled $257.5 million. Occupancy and equipment expense increased $5.9 million, primarily driven by the 2UniFi capitalized asset depreciation in connection with the launch of 2UniFi in the third quarter of 2025. This increase was partially offset by a $4.1 million improvement in other non-interest expense resulting from diligent expense management.

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●		The FTE efficiency ratio, excluding other intangible assets amortization and adjusted for acquisition-related expenses and loss on security sales, improved 0.26% to 58.43% during the year ended December 31, 2025, compared to 58.69% during the year ended December 31, 2024.
●		Income tax expense totaled $24.1 million during the year ended December 31, 2025, compared to $26.4 million during the year ended December 31, 2024. The effective tax rate for the year ended December 31, 2025 was 18.0%, compared to 18.2% for the year ended December 31, 2024.

Capital


●		The Company paid dividends of $1.20 per common share during the year ended December 31, 2025, and declared a quarterly dividend of $0.32 per common share during the first quarter of 2026.
●		On January 27, 2026, the Company’s Board of Directors authorized a new stock repurchase program under which the Company may repurchase up to $100.0 million of the Company’s stock. This new program replaces the old stock repurchase program approved in May of 2023 in its entirety.
●		Capital ratios continue to be well in excess of federal bank regulatory agency “well capitalized” thresholds. At December 31, 2025, our consolidated tier 1 leverage ratio was 11.56%, and our consolidated common equity tier 1 and tier 1 risk based capital ratios were 14.89%.

Key Challenges

Macroeconomic pressures have resulted in volatility and uncertainty in the banking industry and many other industries. The prolonged elevated interest rate environment is drawing increased scrutiny on financial institutions. Liquidity within the financial services sector remains tight, and we expect the intense competition for deposits throughout our markets to continue. While these are widespread challenges for the banking industry, the Company has not experienced a material impact to our financial condition, operations, client base, liquidity, capital position or risk profile.

Additionally, we face continual challenges implementing our business strategy. These include growing our assets, particularly loans, and deposits amidst intense competition, changing interest rates, adhering to changes in the regulatory environment and identifying and consummating disciplined acquisition and other expansionary opportunities in a very competitive and inflationary environment. We will continue to make investments in our digital growth strategy and our digital financial ecosystem 2UniFi, and may also seek to partner with third parties to accelerate growth. 2UniFi may prove difficult to successfully scale and may require additional operational and control systems to manage fraud, cybersecurity, operational, legal and compliance risks.

Future growth in our interest income will ultimately be dependent on our ability to originate high-quality loans and source other high-quality earning assets such as investment securities as well as our ability to access liquidity and manage our cost of funds. During the year ended December 31, 2024, the Federal Reserve decreased the prevailing interest rates by a total of 100 basis points, and, during 2025, the Federal Reserve decreased the prevailing interest rates by 75 basis points. While further cuts remain unclear, our future earnings will be impacted by the Federal Reserve’s future interest rate policy decisions. Management employs risk management policies to monitor and limit exposure to changes in market rates, which is discussed in more detail in the Asset/Liability Management and Interest Rate Risk section of Management’s Discussion and Analysis.

Summary of Selected Historical Consolidated Financial Data

The following table sets forth a summary of selected historical financial information derived from our audited consolidated financial statements as of and for the five years ended December 31, 2025. This information should be read together with the related notes thereto included elsewhere in this annual report. Such information is not necessarily indicative of anticipated future results. All amounts are presented in thousands, except share and per share data, or as otherwise noted.

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Consolidated Statements of Financial Condition Data:


	December 31,		December 31,		December 31,		December 31,		December 31,
	2025		2024		2023		2022		2021
Cash and cash equivalents	$	417,058	$	127,848	$	190,826	$	195,505	$	845,695
Investment securities available-for-sale (at fair value)		528,639		527,547		628,829		706,289		691,847
Investment securities held-to-maturity		651,732		533,108		585,052		651,527		609,012
Other securities		80,634		76,462		90,477		89,049		50,740
Loans⁽¹⁾		7,433,356		7,751,143		7,698,758		7,220,469		4,513,383
Allowance for credit losses		(87,415)		(94,455)		(97,947)		(89,553)		(49,694)
Loans, net		7,345,941		7,656,688		7,600,811		7,130,916		4,463,689
Loans held for sale		25,695		24,495		18,854		22,767		139,142
Other real estate owned		1,674		662		4,088		3,731		7,005
Premises and equipment, net		214,554		196,773		162,733		136,111		96,747
Goodwill and other intangible assets, net		354,380		364,475		372,068		339,019		127,349
Other assets		263,211		299,635		297,326		298,329		182,785
Total assets	$	9,883,518	$	9,807,693	$	9,951,064	$	9,573,243	$	7,214,011
Deposits	$	8,292,634	$	8,237,893	$	8,190,391	$	7,872,626	$	6,228,173
Long-term debt, net		54,540		54,511		54,200		53,890		39,478
Other liabilities		151,230		210,214		493,666		554,525		106,254
Total liabilities		8,498,404		8,502,618		8,738,257		8,481,041		6,373,905
Total shareholders’ equity		1,385,114		1,305,075		1,212,807		1,092,202		840,106
Total liabilities and shareholders’ equity	$	9,883,518	$	9,807,693	$	9,951,064	$	9,573,243	$	7,214,011


(1)		Total loans are net of unearned discounts and deferred fees and costs.

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Consolidated Statements of Operations Data:


	As of and for the years ended
	December 31,		December 31,		December 31,		December 31,		December 31,
	2025		2024		2023		2022		2021
Interest income	$	519,774	$	538,268	$	495,415	$	284,688	$	200,965
Interest expense		171,269		192,880		133,464		17,853		13,821
Net interest income		348,505		345,388		361,951		266,835		187,144
Provision expense (release) for credit losses		17,800		6,755		8,295		36,729		(9,293)
Net interest income after provision for credit losses		330,705		338,633		353,656		230,106		196,437
Non-interest income		67,566		61,231		63,917		67,312		110,364
Non-interest expense		264,642		254,617		241,971		211,234		191,830
Income before income taxes		133,629		145,247		175,602		86,184		114,971
Income tax expense		24,055		26,432		33,554		14,910		21,365
Net income	$	109,574	$	118,815	$	142,048	$	71,274	$	93,606

Adjusted net income (non-GAAP)⁽¹⁾	$	117,622	$	123,863	$	142,048	$	99,577	$	93,606

Share Information:
Earnings per share, basic	$	2.86	$	3.10	$	3.74	$	2.20	$	3.04
Earnings per share, diluted		2.85		3.08		3.72		2.18		3.01
Adjusted earnings per share - diluted (non-GAAP)⁽¹⁾		3.06		3.22		3.72		3.05		3.01
Dividends paid		1.20		1.12		1.04		0.94		0.87
Book value per share		36.67		34.29		32.10		29.04		28.04
Tangible common book value per share⁽²⁾		27.80		25.28		22.77		20.63		24.33
Total shareholders’ equity to total assets		14.01%		13.31%		12.19%		11.41%		11.65%
Tangible common equity to tangible assets⁽²⁾		11.00%		10.16%		8.96%		8.38%		10.26%
Weighted average common shares outstanding, basic		37,964,059		38,212,304		37,937,579		32,360,005		30,727,566
Weighted average common shares outstanding, diluted		38,091,014		38,419,125		38,111,208		32,680,932		31,068,159
Common shares outstanding		37,772,516		38,054,482		37,784,851		37,608,519		29,958,764


(1)		Represents a non-GAAP financial measure. See non-GAAP reconciliation on page 52.
(2)		Tangible book value per share and tangible common equity to tangible assets are non-GAAP financial measures. We believe that the most directly comparable GAAP financial measures are book value per share and total shareholders’ equity to total assets. See the reconciliation under “About Non-GAAP Financial Measures.”

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Key Metrics


	As of and for the years ended
	December 31,		December 31,		December 31,		December 31,		December 31,
	2025		2024		2023		2022		2021
Return on average assets		1.11%		1.20%		1.45%		0.91%		1.33%
Return on average tangible assets⁽¹⁾		1.22%		1.30%		1.57%		0.95%		1.37%
Return on average tangible assets, adjusted⁽¹⁾⁽²⁾		1.30%		1.36%		1.57%		1.32%		1.37%
Return on average equity		8.08%		9.41%		12.29%		7.88%		11.06%
Return on average tangible common equity⁽¹⁾		11.36%		13.65%		18.23%		9.91%		12.87%
Return on average tangible common equity, adjusted⁽¹⁾⁽²⁾		12.15%		14.20%		18.23%		13.75%		12.87%
Loan to deposit ratio (end of period)⁽³⁾		89.64%		94.09%		94.00%		91.72%		72.47%
Non-interest bearing deposits to total deposits (end of period)		26.58%		26.87%		28.83%		39.82%		40.24%
Net interest margin⁽⁴⁾		3.85%		3.77%		4.01%		3.65%		2.87%
Net interest margin FTE⁽⁴⁾⁽⁵⁾		3.94%		3.85%		4.08%		3.73%		2.95%
Interest rate spread FTE⁽⁵⁾⁽⁶⁾		3.06%		2.87%		3.26%		3.54%		2.79%
Yield on earning assets⁽⁷⁾		5.74%		5.88%		5.49%		3.90%		3.08%
Yield on earning assets FTE⁽⁵⁾⁽⁷⁾		5.83%		5.96%		5.56%		3.97%		3.16%
Cost of funds		2.05%		2.27%		1.58%		0.26%		0.23%
Cost of deposits		2.02%		2.23%		1.37%		0.22%		0.23%
Non-interest income to total revenue FTE⁽⁵⁾⁽⁸⁾		15.94%		14.80%		14.80%		19.82%		36.46%
Efficiency ratio		63.61%		62.62%		56.82%		63.22%		64.48%
Efficiency ratio excluding other intangible assets amortization, adjusted FTE⁽²⁾⁽⁵⁾		58.43%		58.69%		54.31%		57.07%		62.99%
Pre-provision net revenue FTE⁽¹⁾⁽⁵⁾	$	159,295	$	159,096	$	189,996	$	128,425	$	110,839
Pre-provision net revenue FTE, adjusted^(1)(2)(5)		169,799		165,678		189,996		143,492		110,839

National Bank Holdings Corp 10-K