Clermont Ralph W 4

4 · National Bank Holdings Corp · Filed May 8, 2026

AI-generated summary of this filing

Updated May 8, 2026

NBHC Director Ralph W. Clermont Receives Restricted Stock; 807 Shares Withheld

What Happened

Ralph W. Clermont, a director of National Bank Holdings Corp (NBHC), received a grant of 3,620 restricted shares on 2026-05-07 (no cash paid). These shares are unvested and will vest in two equal installments per the award terms.
On 2026-05-06, 807 shares were withheld/surrendered to cover tax liabilities related to a prior restricted stock award; those shares were disposed at $42.96 each for total proceeds of $34,669. The withholding is recorded as a disposition (code F) and reflects tax withholding rather than an open-market sell.

Key Details

Transaction dates and prices:
- 2026-05-06: 807 shares withheld/disposed at $42.96, proceeds $34,669 (code F — tax withholding).
- 2026-05-07: 3,620 shares granted as restricted stock, $0 consideration (code A — award).
Vesting and ownership:
- The 3,620 granted shares are unvested and vest in two equal installments: (i) 180 days after grant and (ii) the day before NBHC's 2027 Annual Meeting, subject to continued service.
- The filing states the total reported position includes these 3,620 unvested shares.
Notable footnotes:
- The 807-share disposition represents shares withheld to pay tax liabilities upon vesting of a prior award (F1).
- A separate transfer of 1,935 shares into the reporting person's revocable trust is noted as a change in form of ownership and exempt from Section 16 reporting under Rule 16a-13 (F2).
- The 3,620-share grant is a restricted stock award for services; no cash consideration was paid (F3, F4).
Filing timeliness: Form 4 was filed on 2026-05-08 reporting transactions on 2026-05-06 and 2026-05-07; this appears to be within the Form 4 reporting window and not flagged as late.

Context

This filing reflects a routine restricted stock grant and tax-withholding surrender. The withholding is administrative (to cover taxes) rather than an explicit cash sale indicative of trading sentiment. The grant increases the director's unvested equity stake subject to vesting and service conditions.

Form 4

Period: 2026-05-06

Director

Transactions

Holdings

Footnotes (4)

[F1]Represents shares withheld for payment of tax liability upon vesting of the remainder of the restricted stock award granted to the reporting person on 04/30/2025.
[F2]Reflects the transfer of 1,935 shares of common stock from direct ownership into the reporting person's revocable trust. As this transaction effects only a change in the form of beneficial ownership without changing the reporting person's pecuniary interest in the shares of common stock, it is exempt from section 16 pursuant to Rule 16a-13.
[F3]This transaction represents a grant of restricted stock by the Issuer. Therefore, no consideration other than the value of services rendered was paid.
[F4]Total includes 3,620 unvested shares of restricted stock awarded under the National Bank Holdings Corporation 2023 Omnibus Incentive Plan, as amended and restated May 7, 2026, that will vest in two equal installments on (i) the 180th day following the date of grant and (ii) the day before the registrant's 2027 Annual Meeting of Shareholders, subject to continued service through the date of vesting.

Signature

/s/ Amy Abrams, Attorney-in-Fact|2026-05-08

2 files