ZEILE ART 4

What Happened

• Art Zeile, a director of National Bank Holdings Corp (NBHC), received a grant of 3,153 restricted shares on 2026-05-07 (no cash paid). Separately, 686 shares were withheld on 2026-05-06 to satisfy a tax liability related to a prior restricted stock vesting, resulting in proceeds of $29,471 (686 shares × $42.96).

Key Details

• Transaction dates and prices:
  • 2026-05-07: Award (A) — 3,153 restricted shares granted at $0.00 (no cash paid) (Footnote F2).
  • 2026-05-06: Tax withholding (F) — 686 shares withheld/disposed at $42.96 for $29,471 (Footnote F1).
• Shares owned after transaction: the filing indicates the total includes the 3,153 unvested shares awarded; the excerpt does not list a full post-transaction beneficial ownership total (see Footnote F3).
• Vesting: the 3,153 restricted shares vest in two equal installments — one on the 180th day after grant and the other the day before NBHC’s 2027 Annual Meeting, subject to continued service (Footnote F3).
• Filing timeliness: Form 4 filed 2026-05-08 reporting transactions dated 2026-05-06 and 2026-05-07; this appears to be a timely filing.

Context

• The 3,153-share entry is a restricted stock award (service-based compensation), not an open-market purchase — no cash exchanged other than the value of services rendered.
• The 686-share disposition is routine tax withholding upon vesting of a prior award and does not necessarily signal a change in the director’s market view.
• For retail investors, awards indicate executive compensation and potential future dilution at vesting; tax-withholding disposals are common and administrative.