8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) ofThe Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 1, 2022

NATIONAL BANK HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

7800 East Orchard Road, Suite 300, Greenwood Village, Colorado 80111

(Address of principal executive offices) (Zip Code)

303-892-8715

(Registrant’s telephone, including area code)

Not

Applicable (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

On September 1, 2022, National Bank Holdings Corporation, a Delaware corporation (the “Company”), filed an automatic shelf registration statement on Form S-3 (File No. 333-267226) (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended, covering an unspecified amount of securities, including shares of its Class A common stock, par value $0.01 per share (the “Common Stock”).

On November 1, 2022, the Company filed a prospectus supplement to the Registration Statement (the “Resale Prospectus Supplement”) covering the resale of up to 3,669,535 shares of Common Stock, which may be used by the selling stockholders identified therein to resell shares of Common Stock received by the selling shareholders in connection with the Agreement and Plan of Merger, dated March 31, 2022, by and between the Company and Bancshares of Jackson Hole Incorporated, a Wyoming corporation (“BOJH”) (the “MergerAgreement”). Pursuant to the terms of the Merger Agreement, the Company agreed to file with the Securities and Exchange Commission a prospectus supplement registering for resale the shares of Common Stock issued to stockholders of BOJH upon consummation of the merger contemplated by the Merger Agreement.

The Company is filing this report to provide the legal opinion as to the validity of the securities covered by the Resale Prospectus Supplement, and the consents of the Company's counsel, Squire Patton Boggs (US) LLP, and independent registered public accounting Firm, FORVIS LLP, which opinion and consents, respectively, are attached hereto as Exhibits 5.1, 23.1 and 23.2.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 5.1

November 1, 2022

Ladies and Gentlemen:

We are acting as counsel to National Bank Holdings Corporation, a Delaware corporation (the “Company”), in connection with the offering of up to 3,669,535 shares of its Class A common stock, par value $0.01 per share (the “common stock”), to be sold by certain selling shareholders as described in the Prospectus (as defined below), pursuant to an automatic Registration Statement on Form S-3ASR (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”) on September 1, 2022, the prospectus included in the Registration Statement (the “Base Prospectus”), and the prospectus supplement, dated November 1, 2022, filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the Act (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”). The Prospectus Supplement relates to the resale of up to 3,669,535 in shares (the “Shares”) of common stock by the selling stockholders named therein. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended.

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, including the Base Prospectus, (ii) the Prospectus Supplement, (iii) a specimen certificate representing the Shares, (iv) the Second Amended and Restated Certificate of Incorporation of the Company, as currently in effect, (v) the Second Amended and Restated By-laws of the Company, as currently in effect, and (vi) certain resolutions adopted by the Board of Directors of the Company with respect to the issuance of the Shares. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records, as we have deemed necessary or appropriate as a basis for the opinion set forth herein.

In our examination, we have assumed and have not verified (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures (other than persons signing on behalf of the Company), (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity with the originals of all documents supplied to us as copies, (v) the accuracy and completeness of all corporate records and documents made available to us by the Company, and (vi) that the foregoing documents, in the form submitted to us for our review, have not been altered or amended in any respect material to our opinion stated herein.

The opinion letter which we render herein is limited to those matters governed by the laws of the State of Delaware as of the date hereof. Our opinions expressed herein are as of the date hereof, and we assume no obligation to revise or supplement the opinions rendered herein should the above-referenced laws be changed by legislative or regulatory action, judicial decision or otherwise. We express no opinion as to whether, or the extent to which, the laws of any particular jurisdiction apply to the subject matter hereof.

Based upon and subject to the foregoing, we are of the opinion that the Shares are validly issued, fully paid and non-assessable.

We hereby consent to your filing of this opinion with the U.S. Securities and Exchange Commission as an exhibit to a Current Report on Form 8-K to be incorporated by reference in the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus contained therein. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC adopted under the Securities Act.

45 Offices in 20 Countries

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Please visit squirepattonboggs.com for more information.

Exhibit 23.2

Consent of Independent Registered Public AccountingFirm

We consent to the incorporation by reference of our report dated April 29, 2022, with respect to the consolidated financial statements of Bancshares of Jackson Hole Incorporated and its subsidiary for the fiscal year ended December 31, 2021, in the registration statement (No. 333-267226) on Form S-3, prospectus supplement dated November 1, 2022. We also consent to the reference to our firm under the heading “Experts” in the registration statement (No. 333-267226) on Form S-3, prospectus supplement dated November 1, 2022.

/s/ FORVIS, LLP

(Formerly, BKD, LLP)

Nashville, Tennessee

November 1, 2022