Dean Robert E 4

What Happened Robert E. Dean, a director of National Bank Holdings Corp (NBHC), received a grant of 3,153 restricted common shares on 2026-05-07 (reported as an acquisition, code A). Separately, on 2026-05-06 he had 613 shares withheld/disposed to cover tax liabilities related to a prior restricted stock vesting; those 613 shares were valued at $42.96 each for a total of $26,334 (transaction code F).

Key Details

• Transactions reported: 2026-05-06 — 613 shares withheld/disposed at $42.96 each (total $26,334) to satisfy tax withholding (F); 2026-05-07 — 3,153 restricted shares granted at $0 consideration (A).
• Footnotes: The 613-share disposition represents shares withheld to pay taxes upon vesting of a restricted stock award granted 04/30/2025 (F1). The 3,153-share grant is restricted stock awarded as compensation (no cash paid) (F2). The 3,153 shares are unvested and will vest in two equal installments (180 days after grant and the day before the 2027 Annual Meeting), subject to continued service (F3).
• Filing: Report filed 2026-05-08; no late filing flag indicated and timing appears within the usual Form 4 reporting window.
• Transaction codes: A = award/grant (acquisition); F = shares withheld/disposed for tax withholding.

Context

• The 3,153 shares are restricted and not immediately freely tradeable; vesting is subject to service conditions described above. The $0 consideration for the grant reflects that restricted stock awards are compensation for services rather than a cash purchase.
• The 613-share disposition was a tax withholding action (common for vested awards) and should be viewed as a routine administrative sale rather than a market-driven decision to reduce exposure.