Joseph Fred J. 4

What Happened

• Joseph Fred, a Director of National Bank Holdings Corp (NBHC), received a grant of 3,153 restricted shares on 2026-05-07 (code A). Separately, 686 shares were withheld on 2026-05-06 to satisfy a $29,471 tax liability related to a prior restricted stock vesting (code F). The grant was issued at no cash consideration ($0.00 per share).

Key Details

• Transaction dates and amounts:
  • 2026-05-06: 686 shares withheld at $42.96/share for tax payment, disposition value $29,471 (F).
  • 2026-05-07: Grant of 3,153 restricted shares, $0.00 purchase price (A).
• Shares owned after transaction: The filing reports 3,153 unvested restricted shares included in the reporting person's total holdings (see footnote F3). The form does not state the full total of all shares owned.
• Footnotes of note:
  • F1: The 686-share withholding satisfied taxes on vesting of a previously granted award (04/30/2025).
  • F2: The 3,153-share grant is restricted stock; no cash paid—consideration is services rendered.
  • F3: The 3,153 shares are unvested and will vest in two equal installments: (i) the 180th day after grant and (ii) the day before NBHC's 2027 Annual Meeting, subject to continued service.
• Filing timeliness: Report filed 2026-05-08 for transactions on 2026-05-06 and 2026-05-07 — appears timely.

Context

• This filing reflects an equity award (not an open-market buy) and a routine tax-withholding disposition. Restricted-stock grants and withholding for taxes are common compensation events and do not by themselves indicate the insider's view of the company's stock. Transaction codes: A = award/grant, F = tax withholding.