LANEY G. TIMOTHY 4

What Happened
Laney G. Timothy, CEO of National Bank Holdings Corp (NBHC), had a performance stock unit (PSU) award settle on March 1, 2026. She was issued 9,075 shares (grant/acquisition, code A). To cover tax withholding related to the settlement (code F), 2,651 of those shares were withheld at $39.99 per share, resulting in a withholding value of $106,013. Net shares delivered to Timothy were 6,424. The implied gross value of the 9,075 shares at $39.99/share is about $362,909.

Key Details

• Transaction date: 2026-03-01; Form 4 filed: 2026-03-03 (filed promptly).
• Award: 9,075 shares acquired upon settlement of a PSU granted April 1, 2023 (footnote F1).
• Tax withholding: 2,651 shares withheld at $39.99/share for taxes (total withheld ≈ $106,013) (footnote F3).
• Net shares received: 9,075 − 2,651 = 6,424 shares.
• Footnote: includes 268 shares acquired under the NBHC Employee Stock Purchase Plan on Feb 27, 2026 (footnote F2).
• Shares owned after the transaction are not stated in the provided data.

Context
This was a settlement of previously granted performance shares, not an open-market purchase or sale. Withholding shares to cover taxes is a routine administrative disposition (code F) and does not necessarily indicate a change in the insider’s view of the company.