8-K
National Bank Holdings Corp (NBHC)
8-K
2026-02-04
For: 2026-02-04
View Original
Added on
April 11, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, 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):
February 4, 2026
NATIONAL BANK HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-35654 | 27-0563799 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
7800 East Orchard Road, Suite 300, GreenwoodVillage, 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):
| ¨ | Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol | Name of each exchange on which registered: |
|---|---|---|
| Class A Common Stock, Par Value $0.01 | NBHC | NYSE |
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. ¨
| Item 7.01. | Regulation FD Disclosure |
|---|
National Bank Holdings Corporation (“NBHC”) expects to make presentations to current and prospective investors on or after February 5, 2026. A copy of the investor presentation to be used in connection with such presentations, either in whole or in part, is attached hereto as Exhibit 99.1 and incorporated herein by reference.
This Current Report on Form 8-K and the documents included as exhibits hereto are for informational purposes only and shall not constitute, or form a part of, an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities.
The information provided under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and is not deemed to be “filed” with the U.S. Securities and Exchange Commission (the “SEC”) for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing of NBHC under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report on Form 8-K in such a filing. NBHC does not incorporate by reference to this Current Report on Form 8-K information presented at any website referenced in this report or in the exhibit attached hereto.
| Item 9.01. | Financial Statements and Exhibits. |
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(d) Exhibits.
| Exhibit <br><br>No. | Description |
|---|---|
| 99.1 | Investor presentation to provide to current and prospective investors on or after February 5, 2026 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements do not discuss historical facts but instead relate to expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance. Forward-looking statements are generally identified by words such as “anticipate,” “believe,” “can,” “would,” “should,” “could,” “may,” “predict,” “seek,” “potential,” “will,” “estimate,” “target,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “intend,” “goal,” “focus,” “maintains,” “future,” “ultimately,” “likely,” “anticipate,” “ensure,” “strategy,” “objective,” and similar words or phrases. These statements are only predictions and involve estimates, known and unknown risks, assumptions and uncertainties. We have based these statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, liquidity, results of operations, business strategy and growth prospects. Forward-looking statements involve certain important risks, uncertainties and other factors, any of which could cause actual results to differ materially from those in such statements and, therefore, you are cautioned not to place undue reliance on such statements.
Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to: business and economic conditions along with external events, both generally and in the financial services industry; susceptibility to credit risk and fluctuations in the value of real estate and other collateral securing a significant portion of our loan portfolio, including with regards to real estate acquired through foreclosure, and the accuracy of appraisals related to such real estate; changes impacting monetary supply and the businesses of our clients and counterparties, including levels of market interest rates, inflation, currency values, monetary, fiscal, and international trade policy, and the volatility of trading markets; our ability to maintain sufficient liquidity to meet the requirements of deposit withdrawals and other business needs; our desire to raise additional capital in connection with strategic growth initiatives and our ability to access the capital markets when desired or on favorable terms; changes in the fair value of our investment securities can fluctuate due to market conditions outside of our control; our investments in financial technology companies and initiatives may subject us to material financial, reputational and strategic risks; the allowance for credit losses and fair value adjustments may be insufficient to absorb losses in our loan portfolio; any service interruptions, cyber incidents or other breaches relating to our technology systems, security systems or infrastructure or those of our third-party providers; the occurrence of fraud or other financial crimes within our business; competition from other financial services providers, including traditional financial institutions and financial technology companies, and the effects of disintermediation within the banking business including consolidation within the industry; changes to federal government lending programs like the Small Business Administration’s Preferred Lender Program and the Federal Housing Administration’s insurance programs, including the impact of changes in regulations, budget appropriations and a prolonged government shutdown on such programs; impairment of our mortgage servicing rights, disruption in the secondary market for mortgage loans, declines in real estate values, or being required to repurchase mortgage loans or reimburse investors; claims and litigation related to our fiduciary responsibilities in connection with our trust and wealth business; our ability to manage and execute our organic growth and acquisition strategies, including our ability to realize the expected benefits of our acquisition strategies; developments in technology, such as artificial intelligence, the success of our digital growth strategy, and our ability to incorporate innovative technologies in our business and provide products and services that satisfy our clients’ expectations for convenience and security; our ability to integrate Vista Bank into our business may be more difficult, costly or time consuming than expected and we may fail to realize the anticipated benefits or cost savings of the merger; failure to obtain regulatory approvals or consummate attractive acquisitions or continue to increase organic loan growth would restrict our growth plans; the accuracy of projected operating results for assets and businesses we acquire as well as our ability to drive organic loan growth to replace loans in our existing portfolio with comparable loans as loans are paid down; our ability to comply with and manage costs related to extensive and potentially expanding government regulation and supervision, including current and future regulations affecting bank holding companies and depository institutions; our ability to execute our capital allocation strategy, including paying dividends or repurchasing shares, is subject to regulatory limitations; the application of any increased assessment rates imposed by the Federal Deposit Insurance Corporation; claims or legal action brought against us by third parties or government agencies; the loss of our executive officers and key personnel; changes to federal, state and local laws and regulations along with executive orders applicable to our business, including tax laws; and other factors, risks, trends and uncertainties described elsewhere in our other filings with the SEC.
The forward-looking statements are made as of the date of this Current Report on Form 8-K, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events or circumstances, except as required by applicable law.
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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.
Date: February 4, 2026
| National Bank Holdings Corporation | ||
|---|---|---|
| By: | /s/ Angela N.<br> Petrucci | |
| Name: | Angela N. Petrucci | |
| Title: | Chief Administrative Officer and General Counsel |
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Exhibit 99.1
| National Bank Holdings Corporation<br>Fixed Income Investor Presentation<br>February 2026 |
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| Legal Disclaimers<br>Confidentiality<br>This presentation (“Presentation”) contains proprietary and confidential information of National Bank Holdings Corporation and its<br>affiliates (the “Company”) and is provided solely for the purpose of obtaining a rating from Moody’s Investor Services, Inc. Any review,<br>distribution, reproduction, or disclosure of this Presentation, in whole or in part, without the prior written consent of the Company, is<br>strictly prohibited. The Company retains all rights, title, and interest—including intellectual property rights—to the content herein. No<br>license or ownership rights are granted to the recipient.<br>Cautionary Note Regarding Forward-Looking Statements<br>This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These<br>statements do not discuss historical facts but instead relate to expectations, beliefs, plans, predictions, forecasts, objectives,<br>assumptions or future events or performance. Forward-looking statements are generally identified by words such as “anticipate,”<br>“believe,” “can,” “would,” “should,” “could,” “may,” “predict,” “seek,” “potential,” “will,” “estimate,” “target,” “plan,” “project,” “continuing,”<br>“ongoing,” “expect,” “intend,” “goal,” “focus,” “maintains,” “future,” “ultimately,” “likely,” “ensure,” “strategy,” “objective,” and similar<br>words or phrases. These statements are only predictions and involve estimates, known and unknown risks, assumptions and<br>uncertainties. We have based these statements largely on our current expectations and projections about future events and financial<br>trends that we believe may affect our financial condition, liquidity, results of operations, business strategy and growth prospects.<br>Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual<br>results may prove to be materially different from the results expressed or implied by the forward-looking statements due to a number of<br>factors, including, but not limited to, business and economic conditions along with external events, both generally and in the financial<br>services industry; susceptibility to credit risk and fluctuations in the value of real estate and other collateral securing a significant portion<br>of our loan portfolio, including with regards to real estate acquired through foreclosure, and the accuracy of appraisals related to such<br>real estate; changes impacting monetary supply and the businesses of our clients and counterparties, including levels of market interest<br>rates, inflation, currency values, monetary, fiscal, and international trade policy, and the volatility of trading markets; our ability to<br>maintain sufficient liquidity to meet the requirements of deposit withdrawals and other business needs; our desire to raise additional<br>capital in connection with strategic growth initiatives and our ability to access the capital markets when desired or on favorable terms;<br>changes in the fair value of our investment securities can fluctuate due to market conditions outside of our control; our investments in<br>financial technology companies and initiatives may subject us to material financial, reputational and strategic risks; the allowance for<br>credit losses and fair value adjustments may be insufficient to absorb losses in our loan portfolio; any service interruptions, cyber<br>incidents or other breaches relating to our technology systems, security systems or infrastructure or those of our third-party providers;<br>the occurrence of fraud or other financial crimes within our business; competition from other financial services providers, including<br>traditional financial institutions and financial technology companies, and the effects of disintermediation within the banking business<br>including consolidation within the industry; changes to federal government lending programs like the Small Business Administration’s<br>Preferred Lender Program and the Federal Housing Administration’s insurance programs, including the impact of changes in<br>regulations, budget appropriations and a prolonged government shutdown on such programs; impairment of our mortgage servicing<br>rights, disruption in the secondary market for mortgage loans, declines in real estate values, or being required to repurchase mortgage<br>loans or reimburse investors; claims and litigation related to our fiduciary responsibilities in connection with our trust and wealth<br>business; our ability to manage and execute our organic growth and acquisition strategies, including our ability to realize the expected<br>benefits of our acquisition strategies; developments in technology, such as artificial intelligence, the success of our digital growth<br>strategy, and our ability to incorporate innovative technologies in our business and provide products and services that satisfy our<br>clients’ expectations for convenience and security; our ability to integrate Vista Bank into our business may be more difficult, costly or<br>time consuming than expected and we may fail to realize the anticipated benefits or cost savings of the merger; failure to obtain<br>regulatory approvals or consummate attractive acquisitions or continue to increase organic loan growth would restrict our growth plans;<br>the accuracy of projected operating results for assets and businesses we acquire as well as our ability to drive organic loan growth to<br>replace loans in our existing portfolio with comparable loans as loans are paid down; our ability to comply with and manage costs<br>related to extensive and potentially expanding government regulation and supervision, including current and future regulations affecting<br>bank holding companies and depository institutions; our ability to execute our capital allocation strategy, including paying dividends or<br>repurchasing shares, is subject to regulatory limitations; the application of any increased assessment rates imposed by the Federal<br>Deposit Insurance Corporation; claims or legal action brought against us by third parties or government agencies; the loss of our<br>executive officers and key personnel; changes to federal, state and local laws and regulations along with executive orders applicable to<br>our business, including tax laws; and other factors, risks, trends and uncertainties described elsewhere in our other filings with the<br>Securities and Exchange Commission. The forward-looking statements are made as of the date of this presentation, and we undertake<br>no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made<br>or to reflect the occurrence of unanticipated events or circumstances, except as required by applicable law.<br>About Non-GAAP Financial Measures<br>Certain financial measures and ratios we present are supplemental measures that are not required by, or are not presented in<br>accordance with, U.S. generally accepted accounting principles (GAAP). We refer to these financial measures and ratios as “non-GAAP financial measures.” We consider the use of select non-GAAP financial measures and ratios to be useful for financial and<br>operational decision making and useful in evaluating period-to-period comparisons. We believe that these non-GAAP financial<br>measures provide meaningful supplemental information regarding our performance by excluding certain expenditures or assets that we<br>believe are not indicative of our primary business operating results. We believe that management and investors benefit from referring to<br>these non-GAAP financial measures in assessing our performance and when planning, forecasting, analyzing and comparing past,<br>present and future periods.<br>These non-GAAP financial measures should not be considered a substitute for financial information presented in accordance with<br>GAAP and you should not rely on non-GAAP financial measures alone as measures of our performance. The non-GAAP financial<br>measures we present may differ from non-GAAP financial measures used by our peers or other companies. We compensate for these<br>differences by providing the equivalent GAAP measures whenever we present the non-GAAP financial measures and by including a<br>reconciliation of the impact of the components adjusted for in the non-GAAP financial measure so that both measures and the<br>individual components may be considered when analyzing our performance. A reconciliation of non-GAAP financial measures to the<br>comparable GAAP financial measures is included in the Reconciliation of Non-GAAP Measures section of the Appendix.<br>Market and Industry Data<br>This presentation may reference certain market, industry and demographic data, forecasts and other statistical information that we<br>have obtained from various independent third-party industry sources and publications. We believe that these sources and estimates<br>are reliable but have not independently verified them. Although we are not aware of any misstatements regarding the economic,<br>employment, industry and other market data presented herein, these estimates involve inherent risks and uncertainties and are based<br>on assumptions that are subject to change.<br>No Offer or Solicitation; Registration Statement<br>This Presentation does not constitute or form part of any offer to sell, or a solicitation of an offer to purchase, any securities of the<br>Company. Neither the SEC nor any other regulatory body has approved or disapproved of the securities of the Company or passed<br>upon the accuracy or adequacy of this Presentation. Any representation to the contrary is a criminal offense.<br>The Company will file a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the<br>offering to which this Presentation relates. Before you invest, you should read the prospectus and the preliminary prospectus<br>supplement included in the registration statement and other documents the Company has filed with the SEC for more complete<br>information about the Company and this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at<br>sec.gov Alternatively, we will arrange to send you copies of the prospectus and the preliminary prospectus supplement relating to the<br>proposed offering if you request it by emailing Piper Sandler & Co. at fsg-dcm@psc.com.<br>Further Information: This presentation should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes thereto included in our Form 10-K and quarterly reports |
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| Actual (Standalone) Pro Forma for Vista(4)<br>Total Assets $10.2 Bn $12.6 Bn<br>Gross Loans $7.4 Bn $9.3 Bn<br>Total Deposits $8.5 Bn $10.7 Bn<br>TCE / TA(3) 10.6% 9.4%<br>CET1 Ratio 14.7% 13.1%<br>Total Risk Based Capital 16.6% 14.8%<br>Ticker NBHC (NYSE)<br>Headquarters Denver, Colorado<br>Year Founded 2009<br>Banking Centers(1) 103<br>Core Markets<br>Colorado, Texas, Greater Kansas<br>City Region, Utah, Wyoming, New<br>Mexico, Idaho, and Palm Beach, FL<br>3<br>8 banking centers(1)<br>‒Wyoming: #1 in State Tax<br>Competitiveness Index (Tax<br>Foundation 2024)<br>‒Wyoming: #1 Tax Friendly<br>state for middle income<br>families (Kiplinger 2024)<br>32 banking centers<br>‒Overland Park, KS: central hub<br>for the #1 county in Kansas by<br>household income and projected<br>population growth(5)<br>‒Kansas City: #2 in Most Resilient<br>U.S. Housing Markets (U.S.<br>News 2025)<br>15 banking centers across Texas,<br>Utah, New Mexico, and Idaho<br>‒Utah: #3 Best Economy in the<br>U.S. (U.S. News 2025)<br>‒Idaho: #4 Best Economy in the<br>U.S. (U.S. News 2025)<br>36 banking centers<br>‒Denver: #5 in Hottest<br>U.S. Housing Markets<br>(U.S. News 2025)<br>‒Colorado: #6 Best<br>Economy in the U.S.<br>(U.S. News 2025)<br>Middle Market Banking<br>Business Banking<br>Specialty Banking<br>Commercial Real Estate<br>Personal Banking<br>Residential Banking<br>Trust & Wealth Management<br>Cambr<br>Key<br>Business<br>Segments<br>Overview of National Bank Holdings Corporation<br>(1) Includes one banking center shared by NBH Bank and BOJH Trust.<br>(2) Adjusted for acquisition-related expenses, see appendix for a reconciliation of these measures.<br>(3) Represents a non-GAAP financial measure. See Appendix for a reconciliation of these measures.<br>(4) Pro forma for Vista; Amounts based on September 30, 2025, and includes purchase accounting adjustments.<br>(5) Ranking based on aggregate population growth for 2022-2027.<br>(6) Trust & Wealth Management is operated within the Bank of Jackson Hole Trust charter. Systems integration for Vista acquisition to occur in Mid-2026.<br>Operated with one core system and under a single bank charter(6)<br>Positioned in Attractive Markets Corporate Summary as of February 2026<br>Balance Sheet Highlights as of September 30, 2025<br>12 banking centers<br>‒11 banking centers in Texas<br>‒1 banking center in Palm<br>Beach, Florida<br>‒Florida ranked #1 best<br>Economy in the U.S. (U.S.<br>News 2025)<br>1.60%<br>Adj. ROATA(2,3)<br>14.2%<br>ROATCE(3)<br>NBHC Standalone<br>Q3’25 Performance<br>3.98%<br>NIM (FTE) |
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| $5.1<br>$6.4<br>$5.4 $4.9 $4.8 $4.7 $4.6 $4.8<br>$5.7 $5.9<br>$6.7 $7.2<br>$9.6 $10.0 $9.8<br>$10.2<br>$12.6¹<br>2010Y 2011Y 2012Y 2013Y 2014Y 2015Y 2016Y 2017Y 2018Y 2019Y 2020Y 2021Y 2022Y 2023Y 2024Y 2025Q3<br>4<br>Total Assets ($B)<br>2025<br>NBHC announces<br>the acquisition of<br>(Total assets ~$2.5Bn)<br>Closed 1/7/2026<br>2022<br>NBHC acquires<br>(Total assets ~$2.5Bn) 2018<br>NBHC acquires<br>(Total assets ~$904mm)<br>2015<br>NBHC acquires<br>(Total assets ~$140mm)<br>Six bank M&A transactions since 2015 with a 10.8% CAGR over 10 years<br>One non-bank M&A transaction in 2023<br>NBHC acquires<br>2023<br>A Long History of Disciplined Growth<br>Source: S&P Capital IQ Pro<br>(1) Pro forma for Vista; Amounts based on September 30, 2025 and includes purchase accounting adjustments.<br>Note: Transactions shown within the calendar year of closing except for Vista Bancshares, Inc., which closed January 7, 2026. Total assets for targets shown as quarter prior to closing.<br>Vista acquired assets<br>2019<br>Announced<br>expansion into<br>the Salt Lake<br>City, Utah<br>market<br>2010<br>NBHC acquires<br>(Total assets ~$4.0Bn)<br>2011<br>NBHC acquires<br>(Total assets ~$2.3Bn)<br>2009 Formation of NBH Bank |
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| 5<br>Key Company Brands and Go-to-Market Strategy<br>Diversified financial holding company with comprehensive and innovative solutions for individuals and businesses<br>• Scalable Private Wealth team<br>provides a broad range of<br>financial and retirement<br>planning solutions, creating an<br>opportunity to further leverage<br>the platform to new and<br>existing NBH clients<br>• Established relationships with<br>strong investment and<br>research partners drives ability<br>to cross-sell<br>• Fee income drives revenue<br>diversification and attractive<br>recurring earnings<br>Deposit acquisition and<br>processing platform<br>• Fee income generated by<br>percentage of deposit balance<br>placed into the Cambr network<br>• Relationships with leading<br>embedded finance companies<br>and their partner banks<br>• Funding Flexibility: Certain<br>relationships with Banks of<br>Record enable NBH to keep<br>deposits or “push” them to the<br>bank network as needed to<br>optimize liquidity and capital<br>• Minimal Overhead: Primarily<br>fixed expense base<br>Competitive Hedge: Benefit<br>from ongoing embedded<br>finance competition<br>• Income Diversification:<br>Cambr income is an additional<br>source of fee income<br>Trust & Wealth services for<br>individuals and businesses<br>$1.1 Billion<br>Assets Under Management<br>CO<br>$3.5 Bn<br>3Q25 Deposits<br>All brands offer a full suite of diversified financial products for individuals and businesses:<br>Commercial and Community Banking Platform Trust & Wealth Management Embedded Finance<br>Operated efficiently with one core system, under a single bank charter<br>Residential Banking<br>• Focus on efficiency and financial performance;<br>speed and convenience over price alone<br>• Community anchored sourcing through banking<br>centers, local marketing, realtor/builder<br>relationships, and community presence<br>Middle Market, Specialty Banking<br>• Win with personalized, face-to-face service<br>• Middle market is geography focused, while<br>specialty has niche segmentation: healthcare,<br>franchise, CRE, food & agriculture, and<br>government & nonprofit<br>Private Banking & Trust<br>• Consultative, individually tailored approach that<br>earns trusted advisor status<br>• Source new relationships and deepen<br>relationships with existing clients<br>Personal Banking<br>• Hyper local-focused offering with strong<br>community involvement<br>• High touch service model with customized<br>solutions for individuals<br>Source: S&P Capital IQ Pro and Company Documents.<br>TX, UT, ID, NM<br>$1.0 Bn<br>3Q25 Deposits<br>MO, KS<br>$2.6 Bn<br>3Q25 Deposits<br>WY<br>$1.4 Bn<br>3Q25 Deposits<br>TX, FL<br>$2.2 Bn<br>3Q25 Deposits |
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| John Steinmetz<br>EVP & Managing Director of<br>Strategic Initiatives at NBH Bank<br>23 years in banking<br>6<br>Experienced Management Team<br>Tim Laney<br>Chairman & Chief Executive Officer<br>44 years in banking<br>Aldis Birkans<br>President<br>27 years in financial industry<br>Richard Newfield<br>Chief Risk Management Officer<br>41 years in banking<br>Angela Petrucci<br>Chief Administrative Officer<br>& General Counsel<br>25 years in legal and banking<br>Nicole Van Denabeele<br>Chief Financial Officer<br>22 years in financial industry<br>Dan Sznewajs<br>Chief Corporate Development<br>Officer & Treasurer<br>22 years in financial industry |
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| Recent Recognitions<br>7<br>Key Investor Highlights<br>Disciplined credit culture and a conservative approach to underwriting drive<br>strong historical credit performance<br>Thoughtful approach to capital management maintains a strong balance sheet<br>with flexibility to be opportunistic in M&A<br>Attractive low-cost deposit franchise facilitates strong margins and<br>profitability metrics<br>Localized approach with centralized banking platform across highly desirable<br>growth markets with favorable demographics<br>Seasoned and experienced leadership team with experience at larger<br>institutions, focus on sustainable growth and earnings<br>Opportunistic approach to M&A proven by a track record of well-received<br>strategic acquisitions with successful integrations |
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| CO<br>UT<br>MO<br>TX<br>KS<br>NM<br>ID WY<br>8<br>Vista Adds to Track Record of Thoughtful and Accretive M&A<br>Pro Forma Banking Center Footprint(3)<br>~20%<br>of Pro Forma<br>Deposits (5)<br>Closing<br>Date January 7, 2026<br>Transaction<br>Pricing<br>$377.4mm Deal Value (1)<br>Price / TBVPS: 1.52x<br>Deal<br>Structure<br>~80% stock / ~20% cash<br>Pro forma ownership:<br>~84% NBHC / ~16% Vista<br>Leadership<br>and Branding<br>Strategy<br>Strong cultural fit through similar relationship<br>banking approach and community engagement<br>Vista executive team to lead combined Texas<br>market<br>Vista brand to be retained and rolled out across<br>the combined enterprise over time (other than WY)<br>One current Vista director added to NBHC board<br>(1) Based on 2,314,041 outstanding shares of Vista and NBHC share price of $39.51 on January 6, 2026. Based on 123,132 Vista options at a weighted average strike price of $63.80 and 22,618 Vista warrants at a weighted average strike price of $110.53, approximately $7mm of stock consideration for<br>restricted shares of Vista to be issued in connection with the transaction and includes $12mm payment for cashing out of Vista warrants and options. (2) Pro forma amounts based on September 30, 2025, including purchase accounting adjustments. (3) Vista has one banking center in Palm Beach, FL not<br>shown; Represents 9% of Vista deposits as of 6/30/2025; Footprint excludes ATM-only location in Lubbock, Texas. (4) Represents a non-GAAP financial measure. See Appendix for a reconciliation of these measures. (5) Pro forma in-market deposits as of 6/30/25, excludes purchase accounting adjustments.<br>Source: S&P Capital IQ Pro, FactSet Research Systems Inc., NBHC and Vista filings.<br>Robust Pro Forma(2)<br>Capital Ratios<br>9.4%<br>TCE / TA(4)<br>10.6%<br>Leverage Ratio<br>13.1%<br>CET1 Ratio<br>14.8%<br>Total Capital Ratio<br>$12.6Bn<br>Assets<br>$9.3Bn<br>Loans<br>$10.7Bn<br>Deposits<br>Pro Forma Financial Highlights(2) |
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| 9<br>A Top Quartile Performer<br>Indicates Peer Top Quartile<br>Above Peer Median KRX Constituents<br>Bottom Top Q3<br>Quartile Median Quartile Actual<br>ROAA 1.2% 1.3% 1.4% 1.4%<br>ROATCE(1) 12.4% 14.0% 16.0% 14.2%<br>Net Interest Margin FTE 3.34% 3.49% 3.82% 3.98%<br>Noninterest Income / Net Revenue 13.0% 17.1% 23.2% 19.0%<br>Loans / Deposits 92% 87% 81% 88%<br>Cash +Cash Eq. / Assets 2.9% 3.9% 5.3% 5.4%<br>NPAs / Assets 0.50% 0.34% 0.21% 0.26%<br>CET1 Ratio 11.6% 12.5% 14.4% 14.7%<br>Total RBC Ratio 14.3% 15.2% 16.1% 16.6%<br>Top Quartile<br>& Diversifed<br>Profitability<br>Liquid Balance<br>Sheet With<br>Strong Credit<br>Capital<br>Source: S&P Capital IQ Pro<br>(1) Represents a non-GAAP financial measure. See Appendix for a reconciliation of these measures.<br>Note: Financial data as of September 30, 2025; Excludes institutions in the KRX that are targets of pending or recently closed acquisitions or mergers of equals.<br>Financial data as of September 30, 2025 |
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| Financial Performance<br>All financial metrics reflect NBHC on a standalone basis, unless otherwise noted |
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| Deposits<br>Approximately 77% FDIC insured deposits<br>Capital Ratios<br>14.69% Common Equity Tier 1 Ratio<br> Announced the definitive agreement and plan of merger with Vista Bancshares, Inc. (“Vista”)<br>with an approximate aggregate transaction value of $377.4 million(1). Vista operates in Dallas-Ft. Worth, Austin, and Lubbock, Texas, as well as Palm Beach, Florida. Following the recent<br>completion of the transactions, the combined company has approximately $12.6 billion(2) in<br>assets and $10.7 billion(2) in deposits.<br> Quarterly adjusted net income increased $2.6 million, or 7.6%, to $36.6 million(3), or $0.96 per<br>diluted share(3)(4)<br> Adjusted return on average tangible assets of 1.60%(3)(4) and adjusted return on average<br>tangible common equity of 14.72%(3)(4)<br> The net interest margin FTE widened 11 basis points to 3.98% compared to the same period<br>prior year<br> Solid capital with tangible common equity to tangible assets ratio of 10.57%(4) and tier 1<br>leverage ratio of 11.49%<br> Grew tangible book value per share 10.2% over prior year<br> Cash/investment securities portfolio with an average duration of 2.9 years<br> Generated quarterly loan fundings totaling $421.2 million, bringing total year-to-date loan<br>fundings to $1.0 billion<br> Executed $8.8 million of share buybacks in the third quarter<br>Expense<br>60.65% efficiency ratio FTE(5) / 57.32% adjusted(3)(4)(5)<br>ACL / Loans<br>1.19%<br>Loans<br>Loans outstanding of $7.4 billion<br>Net Income<br>$35.3 million / $36.6 million adjusted (3)(4)<br>3.98% Net interest margin FTE<br>11<br>Q3 2025 Financial Highlights<br>Source: S&P Capital IQ Pro<br>(1) Based on NBHC’s closing price on January 6, 2026.<br>(2) Pro forma for Vista; Amounts based on September 30, 2025, and includes purchase accounting adjustments.<br>(3) Adjusted for acquisition-related expenses related to the recent acquisition of Vista.<br>(4) Represents a non-GAAP financial measure. See Appendix for a reconciliation of these measures to the most comparable<br>GAAP financial measure.<br>(5) Excluding other intangible asset amortization. |
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| 12<br>Consistent Profitability and Steady Growth<br>(1) Represents a non-GAAP financial measure. YE 2022 adjusted for $15.1 million of acquisition-related expenses. YE 2024 adjusted for $6.6 million of non-recurring loss on security sales. YTD 2025 adjusted for $1.7 million of acquisition-related expenses.<br>See Appendix for a reconciliation of these measures to the most comparable GAAP financial measure.<br>Note: YTD 2025 represents year-to-date metrics as of September 30, 2025.<br>Year-to-date financial data through September 30, 2025<br>$71.3<br>$118.8<br>$93.5<br>$28.3<br>$5.1<br>$1.4<br>$99.6<br>$142.0<br>$123.9<br>$94.9<br>YE 2022⁽¹⁾ YE 2023 YE 2024⁽¹⁾ Q3 YTD '25⁽¹⁾<br>Net Income<br>($ in millions)<br>Non-Adjusted<br>Adjusted<br>$128.4<br>$159.1<br>$129.0<br>$15.1<br>$6.6<br>$1.8<br>$143.5<br>$190.0<br>$165.7<br>$130.8<br>YE 2022⁽¹⁾ YE 2023 YE 2024⁽¹⁾ Q3 YTD '25⁽¹⁾<br>Pre-Provision Net Revenue FTE(1)<br>($ in millions)<br>Non-Adjusted<br>Adjusted<br>$2.18<br>$3.08<br>$2.43<br>$0.87<br>$0.14<br>$0.04<br>$3.05<br>$3.72<br>$3.22<br>$2.47<br>YE 2022⁽¹⁾ YE 2023 YE 2024⁽¹⁾ Q3 YTD '25⁽¹⁾<br>EPS (Fully Diluted)<br>($ in per share)<br>Non-Adjusted<br>Adjusted<br>0.95%<br>1.57%<br>1.30%<br>1.38%<br>1.32% 1.36% 1.40%<br>YE 2022⁽¹⁾ YE 2023 YE 2024⁽¹⁾ Q3 YTD '25⁽¹⁾<br>ROATA(1)<br>Non-Adjusted<br>Adjusted<br>9.91%<br>18.23%<br>13.65% 13.05%<br>13.75% 14.20% 13.23%<br>YE 2022⁽¹⁾ YE 2023 YE 2024⁽¹⁾ Q3 YTD '25⁽¹⁾<br>ROATCE(1)<br>Non-Adjusted<br>Adjusted<br>62.2%<br>56.0%<br>61.5%<br>59.8%<br>57.1%<br>54.3%<br>58.7% 57.5%<br>YE 2022 YE 2023 YE 2024 Q3 YTD '25<br>Efficiency Ratio FTE(1)<br>Non-Adjusted<br>Excluding other intangible asset amortization, adjusted |
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| 25.6 36.1 38.5 26.3<br>2.1<br>7.0 5.4<br>3.4 14.4<br>10.5 7.1<br>6.4<br>12.7<br>13.1 17.5<br>13.6<br>31.5<br>37.6 40.0<br>32.7<br>125.0<br>137.7<br>146.2<br>109.9<br>$211.2<br>$242.0<br>$254.6<br>$192.2<br>YE 2022 YE 2023 YE 2024 Q3 YTD 2025<br>Salaries and benefits<br>Occupancy & Equipment<br>Data Processing<br>Professional fees<br>FDIC deposit insurance<br>Other Expense<br>Service<br>Charges<br>24%<br>Bank Card<br>Fees<br>25%<br>Residential<br>Banking Income<br>17%<br>Bank-Ow ned Life<br>Insurance<br>4%<br>Partnership<br>Investment Income<br>7%<br>Trust Income<br>5%<br>SBA Fee Income<br>3%<br>Other<br>15%<br>13<br>Diversified Sources of Fee Income and Disciplined Expense Management<br>Non-Interest Expense ($ in millions)<br>57.1%<br>54.3%<br>58.7% 57.5%<br>2.70%<br>2.48% 2.57% 2.60%<br>0 . 0 0 %<br>0 . 5 0 %<br>1 . 0 0 %<br>1 . 5 0 %<br>2 . 0 0 %<br>2 . 5 0 %<br>3 . 0 0 %<br>4 5 . 0 %<br>5 0 . 0 %<br>5 5 . 0 %<br>6 0 . 0 %<br>6 5 . 0 %<br>7 0 . 0 %<br>YE 2022 YE 2023 YE 2024 Q3 YTD 2025<br>Efficiency Ratio FTE, Adj.⁽¹⁾ Non-Interest Expense / Avg. Assets<br>Fee Income Contribution (YTD 3Q’25)<br>Efficiency Ratio FTE, Adj.(1)<br>(1) Represents a non-GAAP financial measure. See Appendix for a reconciliation of these measures to the most comparable GAAP financial measures.<br>Note: YTD 2025 represents year-to-date metrics as of September 30, 2025. |
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| Highlights<br> Net interest margin (FTE) widened 11 basis points to a<br>strong 3.98% in 3Q25 over the same period prior year, driven<br>by disciplined loan and deposit pricing.<br> Cost of funds improved 26 basis points to 2.10% in 3Q25<br>over the same period prior year.<br> Net interest income (FTE) grew to $90.2 million in 3Q25 over<br>the same period prior year.<br>$272.3<br>$368.1 $352.5<br>$268.1<br>3.73%<br>4.08% 3.85% 3.95%<br>0 . 0 0 %<br>0 . 5 0 %<br>1 . 0 0 %<br>1 . 5 0 %<br>2 . 0 0 %<br>2 . 5 0 %<br>3 . 0 0 %<br>3 . 5 0 %<br>4 . 0 0 %<br>$ 100 . 0<br>$ 150 . 0<br>$ 200 . 0<br>$ 250 . 0<br>$ 300 . 0<br>$ 350 . 0<br>$ 400 . 0<br>$ 450 . 0<br>YE 2022 YE 2023 YE 2024 Q3 YTD 2025<br>Net Interest Income Net Interest Margin<br>14<br>Net Interest Income FTE<br>($ in millions)<br>0.26%<br>1.58%<br>2.27% 2.10%<br>4.33%<br>5.33%<br>4.33% 4.09%<br>YE 2022 YE 2023 YE 2024 Q3 2025<br>Cost of Funds Effective Federal Funds Rate<br>Cost of Funds<br>Consistent Net Interest Margin Through Rate Cycles<br>Note: YTD 2025 represents year-to-date metrics as of September 30, 2025. |
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| 15<br>Historical Balance Sheet Growth<br>$9.6 $9.9 $9.8 $10.2<br>$12.6<br>YE 2022 YE 2023 YE 2024 Q3 2025 Vista<br>Pro Forma⁽²⁾<br>($ in billions) ($ in billions)<br>(1)<br>(1) Includes $2.3 billion of total assets added through the Rock Canyon Bank and Bank of Jackson Hole acquisitions in 2022.<br>(2) Pro forma for Vista; Amounts based on September 30, 2025 and include purchase accounting adjustments.<br>(3) Includes $1.7 billion of loans added through the Rock Canyon Bank and Bank of Jackson Hole acquisitions in 2022.<br>(4) Represents a non-GAAP financial measure. See Appendix for a reconciliation of these measures to the most comparable GAAP financial measures.<br>Note: YTD 2025 represents year-to-date metrics as of September 30, 2025.<br>Total Assets<br>$7.2<br>$7.7 $7.8<br>$7.4<br>$9.3<br>YE 2022 YE 2023 YE 2024 Q3 2025 Vista<br>Pro Forma⁽²⁾<br>Total Loans<br>(3)<br>$776<br>$860<br>$962<br>$1,038<br>$1,147<br>YE 2022 YE 2023 YE 2024 Q3 2025 Vista<br>Pro Forma⁽²⁾<br>Tangible Common Equity(4)<br>($ in millions) |
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| 8.4% 9.0%<br>10.2% 10.6%<br>9.4%<br>YE 2022 YE 2023 YE 2024 Q3 2025 Vista Pro<br>Forma ⁽²⁾<br>16<br> Over $600 million of excess<br>capital above 6.5% common<br>equity tier 1 risk-based regulatory<br>requirement at 3Q25<br> Executed $8.8 million of share<br>repurchases in 3Q25; $37.0<br>million remaining under the<br>current share authorization<br>program<br> Holding company cash reserves<br>of $79.2 million sufficient to<br>support shareholder dividend<br>payments<br> High quality capital stack<br>Prudent Stewards of Capital<br>(1) Represents a non-GAAP financial measure. See Appendix for a reconciliation of these measures to the most comparable GAAP financial measures.<br>(2) Pro forma for Vista; Amounts based on September 30, 2025 and include purchase accounting adjustments.<br>Tangible Common Equity / Tangible Assets(1) Leverage Ratio<br>Common Equity Tier 1 Ratio Total Risk-Based Capital Ratio<br>10.5%<br>11.9%<br>13.2%<br>14.7%<br>13.1%<br>YE 2022 YE 2023 YE 2024 Q3 2025 Vista Pro<br>Forma ⁽²⁾<br>9.3% 9.7%<br>10.7%<br>11.5%<br>10.6%<br>YE 2022 YE 2023 YE 2024 Q3 2025 Vista<br>Pro Forma⁽²⁾<br>12.3%<br>13.8%<br>15.1%<br>16.6%<br>14.8%<br>YE 2022 YE 2023 YE 2024 Q3 2025 Vista Pro<br>Forma ⁽²⁾<br>5.0%<br>Well-Capitalized Regulatory Threshold<br>10.0%<br>6.5%<br>Well-Capitalized Regulatory Threshold<br>Well-Capitalized Regulatory Threshold |
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| Credit |
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| 18<br>Concentrations<br>3%<br>4%<br>Residential<br>17%<br>Non-owner<br>occupied<br>CRE<br>22%<br>C&I 45%<br>and<br>Owner-occupied<br>CRE<br>16%<br>7%<br>4%<br>2%<br>2%2%<br>1%<br>4%<br>15%<br>1%<br>1%<br>7% 12%<br>5%<br>3%<br>3%<br>3%<br>2%<br>2%<br>2%<br>2%<br>2%1%<br>1%<br>1%<br>15%<br>Uniquely Diversified $7.4 Billion Loan Portfolio<br>Note: YTD 2025 represents year-to-date metrics as of September 30, 2025.<br> Self-imposed concentration limits ensure a granular and diverse loan portfolio<br>and protect against downside risk to any particular industry or real estate sector<br> Individual industry sectors are limited to no more than 15% of total loan<br>commitments, with the majority being 10% or less<br> Non-owner occupied CRE is 132% of risk-based capital and no specific property<br>type exceeds 7%<br> New commercial loans originated YTD:<br>- Average funding of $1.7 million<br>- Weighted average commitment, including unused, of $2.0 million<br> Residential loans originated YTD:<br>- Average funding of $527 thousand<br>- Average FICO of 776<br>- Average LTV of 54%<br> Top 25 originated relationships as of September 2025:<br>- Average funded balance of $26 million<br>- Average commitment of $31 million<br>Granular and Well-Diversified Loan Portfolio |
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| 19<br>Hotel & Lodging<br>31%<br>Multifamily<br>18%<br>CML Const.<br>6%<br>Retail<br>10%<br>Warehouse<br>& Ind.<br>10%<br>All Other<br>9%<br>CML A & D<br>2%<br>Office<br>5%<br>Nursing<br>Home<br>3%<br>1-4 Family<br>Const.<br>6%<br> Total non-owner-occupied CRE to total risk-based capital ratio<br>at a low 132% at Q325, reflecting a well-balanced risk profile<br> Office:<br>- Average LTV of 45%<br>- 1.2% of total loans<br> Retail:<br>- Average LTV of 59%<br>- 2.0% of total loans<br> Multifamily:<br>- Average LTV of 48%<br>- 3.5% of total loans<br> Hotel & Lodging:<br>- High performing properties generally personally<br>guaranteed by liquid and high net worth individuals<br>- Average LTV of 40%<br>Non-owner occupied CRE(1) Non-owner occupied CRE Portfolio Characteristics<br>Granular Commercial Real Estate Portfolio<br>(1) Percentages are as a total of the non-owner occupied CRE portfolio.<br>Financial data as of September 30, 2025<br>$1.6Bn as of September 30, 2025 |
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| 20<br>Strong Credit Quality History<br>0.03% 0.02% 0.13%<br>YE 2022 YE 2023 YE 2024 Q3 2025<br>Loan charge-offs<br>0.17%<br>0.34% 0.41%<br>0.28% 0.06%<br>0.03%<br>0.05%<br>0.08%<br>0.05%<br>0.05%<br>0.01%<br>0.01%<br>YE 2022 YE 2023 YE 2024 Q3 2025<br>Non-performing loans Acquired non-performing loans OREO<br>0.37%<br>Non-performing Loans Non-performing Asset Composition<br>Net Charge-Offs(1) Total Classified Loans<br>0.28%<br>$17 $28 $36 $27<br>0.23% 0.37% 0.46% 0.36%<br>YE 2022 YE 2023 YE 2024 Q3 2025<br>Non-performing loans Non-performing loans as a % of total loans<br>0.42%<br>0.47%<br>$23 $52 $128 $17 $170 $16<br>$19 $22<br>0.6% 0.7% 1.9% 2.6%<br>YE 2022 YE 2023 YE 2024 Q3 2025<br>Classified loans Acquired loans % of total loans<br>$147 $192<br>$40 $68<br>($ in millions)<br>(0.05%)<br>(1) As a % of average total loans. |
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| 21<br>$88.3<br>Total Loan Loss Coverage<br>Including Loan Marks<br>1.43%(1)<br>ACL/Total Loans<br>1.19%<br>Loan Marks/Total Loans<br>0.24%(1)<br>$18.1<br>$106.4<br>All dollars in millions<br>ACL<br>9/30/2025<br>Loan Marks<br>9/30/2025<br>TOTAL<br>9/30/2025<br>Credit Loss Protection<br>(1) Represents a non-GAAP financial measure. Calculated to include loan marks of $18.1mm divided by total loans of $7.429Bn. |
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| Balance Sheet |
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| 23<br>Solid Loan Growth<br> Portfolio built on a relationship-banking strategy, with emphasis on depository and treasury management relationships<br> Self-imposed concentration limits; individual industry sectors are limited to no more than 15% of total loan commitments, with the majority being 10% or less<br> Industries requiring in-depth knowledge are managed by specialty banking teams, with dedicated specialist underwriters<br> New loan fundings over the trailing twelve months totaled $1.5 billion, led by commercial loan fundings of $997.3 million<br> Generated quarterly loan fundings totaling $421.2 million with a weighted average rate of 6.9% at the time of origination<br>$1.2 $1.2<br>$1.5<br>$2.0<br>$1.5 $1.5 $1.5<br>FY19 FY20 FY21 FY22 FY23 FY24 LTM<br>Q3 2025<br>(2)<br>Owner-Occupied<br>CRE<br>16%<br>Non-Owner<br>Occupied<br>CRE<br>22%<br>Resi<br>Mortgage &<br>Consumer<br>17%<br>C & I<br>45%<br>Loan Composition as of 9/30/2025<br>($7.4 Billion)<br>Quarterly Loan Fundings<br>($ in millions)<br>Total Loan Fundings(1)<br>($ in billions)<br>$359.3<br>$480.0<br>$255.7<br>$322.7<br>$421.2<br>3Q24 4Q24 1Q25 2Q25 3Q25<br>(1) Excludes loans held-for-sale<br>(2) LTM 3Q25 represents last twelve months for the period ended September 30, 2025 |
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| Granular Deposit Base<br> No exposure to venture capital or crypto deposits<br> Total deposits increased to $8.5 billion during 2025<br> Cost of average transaction deposits decreased 23 basis<br>points to 1.84% during 2025<br> The mix of transaction deposits to total deposits was 86.3%<br>24<br>Low Cost Transaction Deposits<br>Granular Deposit Base<br> No exposure to venture capital or crypto deposits<br> Total deposits increased to $8.5 billion in first three quarters of<br>2025<br> Cost of average transaction deposits decreased 23 basis<br>points to 1.84% in first three quarters of 2025<br> The mix of transaction deposits to total deposits was 86.3%<br>Low Cost Deposits<br>$5.9<br>$7.0 $7.3 $7.1<br>$0.8 $1.0 $1.0 $1.1<br>YE 2022 YE 2023 YE 2024 Q3 YTD '25<br>Average Transaction Deposits Average Time Deposits<br>51% 47% 44% 41%<br>37% 41% 44% 45%<br>9% 8% 9% 10%<br>3% 4% 3% 4%<br>$7.9 $8.2 $8.2 $8.5<br>0%<br>50%<br>100%<br>YE 2022 YE 2023 YE 2024 Q3 YTD '25<br>Demand & NOW Savings & MM CDs < $250k CDs >= $250k Total<br>87%<br>Non-Time<br>88%<br>Non-Time<br>88%<br>Non-Time<br>86%<br>Non-Time<br>4.50%<br>5.50% 4.50%<br>4.25%<br>0.26%<br>1.26%<br>2.07% 1.84%<br>0.33%<br>1.37%<br>2.23% 2.05%<br>YE 2022 YE 2023 YE 2024 Q3 YTD '25<br>Fed Funds rate Cost of transaction deposits Cost of deposits<br>Low Cost Transaction Accounts Deposit Composition<br>($ in billions)<br>Note: YTD 2025 represents year-to-date metrics as of September 30, 2025. |
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| 25<br> Approximately 77% FDIC insured<br> Granular deposit base:<br>- Average deposit balance on full relationship basis<br>just $58 thousand<br>- Average deposit balance per account $30<br>thousand<br> Approximately $0.5 billion of deposits collateralized<br> No concentrations to any industry, sector or geography<br> No venture capital or crypto deposits<br> 79% of deposit relationships < $5mm<br> Only one client > $100mm<br>3% $8.5 Billion Deposit Portfolio Composition 4%<br>Time Deposits<br>14%<br>Savings & Money<br>Market Deposits<br>45%<br>Non-interest<br>bearing DDA<br>27%<br>Interest bearing<br>DDA<br>14%<br>Transaction<br>Accounts<br>86%<br>Relationship-Focused Deposit Base: $8.5 Billion<br>Note: Financial data as of September 30, 2025. |
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| $27.2<br>$39.6 $42.9 $47.3 $0.4<br>$13.0<br>YE 2022 YE 2023 YE 2024 YTD 2025<br>Dividends Buyback Div. Payout Ratio<br>26<br>$60.3<br>Disciplined Capital Return Framework<br>$27.6<br>CET1 Capital Ratio Trends Total Capital Returned to Stockholders<br>Tangible Book Value Per Share (1)<br>$20.63<br>$22.77<br>$25.28<br>$27.45<br>YE 2022 YE 2023 YE 2024 Q3 2025<br>(1) Represents a non-GAAP financial measure. See Appendix for a reconciliation of these measures to the most comparable GAAP financial measures.<br>(2) Pro forma for Vista; Amounts based on September 30, 2025 and include purchase accounting adjustments.<br>Note: YTD 2025 represents year-to-date metrics as of September 30, 2025.<br>($ in millions)<br>29%<br>16% 21%<br>29%<br>10.5%<br>11.9%<br>13.2%<br>14.7%<br>13.1%<br>YE 2022 YE 2023 YE 2024 Q3 2025 Vista<br>Pro Forma⁽²⁾<br>6.5% - Well-Capitalized Regulatory Threshold<br>$42.9 $39.6 |
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| Cash<br>27.8%<br>U.S.<br>Treasury<br>5.8%<br>Other<br>0.2%<br>U.S. Agency<br>Mortgage/<br>Sponsored<br>Debt<br>66.2%<br>27<br>Highly Liquid Securities Portfolio<br>$1.7 Billion(1)<br> Investment portfolio<br>duration of 2.9 years<br> Portfolio used exclusively as an<br>on-balance sheet source of liquidity:<br> 64% unencumbered<br> 36% pledged directly to client deposits or repo<br> Limited credit risk exists given 99.8% of investment portfolio<br>is U.S. agency/sponsored agency and U.S. Treasury<br>backed<br> Investment portfolio generates ~$200 million cash flow<br>annually, which can fund ~4% of annualized loan growth<br>Robust Liquidity Profile<br>(1) Represents market value as of September 30, 2025, regardless of AFS/HTM designation. Excludes investments made under equity accounting method.<br> 77% of client deposits are protected with 65% insured<br> No Fed Funds or FHLB borrowings<br> Readily available/secured wholesale capacity ~2.3 times<br>unprotected deposits<br> $4.6 billion of readily available/secured wholesale funding<br>includes:<br> $1.6 billion from FHLB,<br> $1.4 billion from FRB, and<br> $0.5 billion from other<br> Over $1.0 billion of uncommitted capacity is also currently available<br>between fed funds, brokered CDs, and other wholesale funding<br>sources through in place relationships with regular testing<br>Key Highlights |
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| Appendix |
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| 29<br>Reconciliation of Measures Pro Forma for Vista Acquisition<br>(1) Pro forma for Vista; Amounts based on September 30, 2025, and includes purchase accounting adjustments.<br>(2) Represents a non-GAAP financial measure. See right side of page for a reconciliation of these measures to the most comparable GAAP financial measures.<br>Dollars in Millions ($M)<br>National Bank Vista Pro Forma(1)<br>Holdings Corporation Bancshares Inc. Combined<br>Cash and equivalents $ 556 $ 421 $ 812<br>Total securities 1,383 163 1,542<br>Loans 7,430 1,906 9,316<br>ACL (88) (22) (115)<br>Net loans 7,342 1,884 9,201<br>Goodwill 306 3 411<br>Other intangibles 50 4 78<br>Total intangibles 356 7 489<br>Loans HFS 22 - 22<br>Deferred tax assets, net 16 4 17<br>Other assets 478 61 557<br>Total assets $ 10,153 $ 2,540 $ 12,640<br>Deposits 8,472 2,215 10,687<br>Repurchase agreements 21 - 21<br>FHLB borrowings - 10 10<br>Subordinated debt 55 45 55<br>Other liabilities 230 20 250<br>Total liabilities $ 8,778 $ 2,290 $ 11,023<br>Common equity 1,375 250 1,617<br>Total Equity 1,375 250 1,617<br>Total liabilities and equity $ 10,153 $ 2,540 $ 12,640<br>Illustrative Regulatory Capital<br>Tier 1 Leverage Ratio 11.5% 11.8% 10.6%<br>Tier 1 Common Ratio 14.7% 14.9% 13.1%<br>Tier 1 Risk Based Ratio 14.7% 14.9% 13.1%<br>Total Risk Based Ratio 16.6% 16.0% 14.8%<br>Illustrative Balance Sheet Ratios<br>TCE / TA(2) 10.6% 9.6% 9.4%<br>Loans HFI / Total Deposits 87.7% 86.0% 87.2%<br>ACL / Loans HFI 1.19% 1.15% 1.23%<br>Consolidated Pro Forma Condensed Balance Sheet<br>September 30, 2025<br>Dollars in Millions ($M)<br>National Bank Vista Pro Forma(1)<br>Holdings Corporation Bancshares Inc. Combined<br>Total Shareholders Equity $ 1,375 $ 250 $ 1,617<br>Less: Goodwill and Other Intangible Assets, net (351) (7) (484)<br>Add: Deferred Tax Liability Related to Goodwill 14 - 14<br>Tangible common equity (non-GAAP) $ 1,038 $ 243 $ 1,147<br>Total Assets $ 10,153 $ 2,540 $ 12,640<br>Less: Goodwill and Other Intangible Assets, net (351) (7) (484)<br>Add: Deferred Tax Liability Related to Goodwill 14 - 14<br>Tangible assets (non-GAAP) $ 9,816 $ 2,533 $ 12,170<br>Tangible common equity to tangible assets (non-GAAP) 10.6% 9.6% 9.4%<br>Reconciliation of Non-GAAP Measures<br>September 30, 2025 |
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| 30<br>(1) Represents acquisition-related expenses related to the Bank of Jackson Hole and Rock Canyon Bank acquisitions in 2022 and the pending Vista acquisition in 2025.<br>(2) Represents non-recurring loss on security sales in 2024.<br>Reconciliation of Non-GAAP Measures<br>As of and for the three months<br>ended<br>As of and for the nine months<br>ended<br>Return on Average Tangible Assets and Return on Average Tangible Equity 30-Sep-25 30-Sep-25 31-Dec-24 31-Dec-23 31-Dec-22<br>Net income $ 35.3 $ 93.5 $ 118.8 $ 142.0 $ 71.3<br>Add: impact of other intangible asset amortization, after tax 1.5 4.5 6.1 5.7 1.8<br>Net income excluding other intangible asset amortization, after tax (non-GAAP) $ 36.8 $ 98.0 $ 124.9 $ 147.7 $ 73.1<br>Net income excluding the impact other intangible asset amortization, after tax (non-GAAP) $ 36.8 $ 98.0 $ 124.9 $ 147.7 $ 73.1<br>Add: acquisition-related adjustments, after tax (non-GAAP)(1) 1.3 1.4 - - 28.3<br>Add: adjustments for loss on security sales:, after tax (non-GAAP)(2) - - 5.1 - -<br>Net income excluding other intangible assets amortization, adjusted for acquisition-related expenses and<br>loss on security sales, after tax (non-GAAP)(1)(2) $ 38.1 $ 99.4 $ 130.0 $ 147.7 $ 101.4<br>Average assets $ 9,796.5 $ 9,861.5 $ 9,924.7 $ 9,766.4 $ 7,829.8<br>Less: average goodwill, other intangible assets, net of deferred tax liability related to goodwill (338.3) (340.2) (347.4) (345.3) (166.9)<br>Average tangible assets (non-GAAP) $ 9,458.2 $ 9,521.2 $ 9,577.3 $ 9,421.1 $ 7,662.9<br>Average shareholders' equity $ 1,365.3 $ 1,344.8 $ 1,262.4 $ 1,155.8 $ 904.4<br>Less: average goodwill, other intangible assets, net of deferred tax liability related to goodwill (338.3) (340.2) (347.4) (345.3) (166.9)<br>Average tangible common equity (non-GAAP) $ 1,027.0 $ 1,004.6 $ 915.0 $ 810.5 $ 737.5<br>Return on average assets 1.43% 1.27% 1.20% 1.45% 0.91%<br>Return on average tangible assets (non-GAAP) 1.54% 1.38% 1.30% 1.57% 0.95%<br>Adjusted return on average tangible assets (non-GAAP) 1.60% 1.40% 1.36% 1.32%<br>Return on average equity 10.25% 9.30% 9.41% 12.29% 7.88%<br>Return on average tangible common equity (non-GAAP) 14.21% 13.05% 13.65% 18.23% 9.91%<br>Adjusted return on average tangible common equity (non-GAAP) 14.72% 13.23% 14.20% 13.75%<br>(1)Acquisition-related adjustments:<br>Provision expense adjustments:<br>CECL Day 1 provision expense (non-GAAP) $ 21.7<br>Non-interest expense adjustments:<br>Acquisition-related (non-GAAP)(3) $ 1.7 $ 1.7 15.1<br>Total pre-tax adjustments (non-GAAP) 1.7 1.7 36.8<br>Tax expense impact (0.4) (0.3) (8.5) (2)Adjustments for loss on security sales:<br>Non-interest income adjustments:<br>Loss on security sales (non-GAAP) $ 6.6<br>Total pre-tax adjustments (non-GAAP) 6.6<br>Tax expense impact (1.5)<br>Adjustments (non-GAAP) $ 1.3 $ 1.4 $ 5.1 $ 28.3<br>As of and for the years ended ($ in millions, except per share) |
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| 31<br>Reconciliation of Non-GAAP Measures (Continued)<br>As of and for the three<br>months ended<br>As of and for the nine<br>months ended<br>Efficiency Ratio and Pre-Provision Net Revenue 30-Sep-25 30-Sep-25 31-Dec-24 31-Dec-23 31-Dec-22<br>Net interest income $ 88.2 $ 262.3 $ 345.4 $ 362.0 $ 266.8<br>Add: impact of taxable equivalent adjustment 2.0 5.8 7.1 6.1 5.5<br>Net interest income, FTE $ 90.2 $ 268.1 $ 352.5 $ 368.1 $ 272.3<br>Non-interest income $ 20.7 $ 53.1 $ 61.2 $ 63.9 $ 67.3<br>Add: loss on security sales (non-GAAP) $ - - 6.6 - -<br>Non-interest income, adjusted for loss on security sales (non-GAAP) $ 20.7 $ 53.1 $ 67.8 $ 63.9 $ 67.3<br>Non-interest expense $ 67.2 $ 192.2 $ 254.6 $ 242.0 $ 211.2<br>Less: other intangible asset amortization (1.9) (5.9) (7.9) (7.4) (2.3)<br>Less: acquisition-related expenses (non-GAAP) (1.7) (1.7) - - (15.1)<br>Non-interest expense excluding other intangible assets amortization,<br>adjusted for acquisition-related expenses (non-GAAP) $ 63.6 $ 184.6 $ 246.7 $ 234.6 $ 193.8<br>Non-interest expense $ 67.2 $ 192.2 $ 254.6 $ 242.0 $ 211.2<br>Less: acquisition-related expenses (non-GAAP) (1.7) (1.7) - - (15.1)<br>Non-interest expense, adjusted for acquisition-related expenses<br>(non-GAAP) $ 65.5 $ 190.5 $ 254.6 $ 242.0 $ 196.1<br>Efficiency ratio 61.76% 60.93% 62.62% 56.82% 63.22%<br>Efficiency ratio FTE 60.65% 59.83% 61.54% 56.02% 62.19%<br>Efficiency ratio excluding other intangible assets amortization,<br>adjusted for acquisition-related expenses and loss on security sales<br>FTE (non-GAAP)(1) 57.32% 57.46% 58.69% 54.31% 57.07%<br>Pre-provision net revenue (non-GAAP) 41.6 123.2 152.0 183.9 122.9<br>Pre-provision net revenue, FTE (non-GAAP) 43.6 129.0 159.1 190.0 128.4<br>Pre-provision net revenue FTE, adjusted for acquisition-related<br>expenses and loss on security sales (non-GAAP)(1) 45.4 130.8 165.7 143.5<br>As of and for the years ended<br>($ in millions, except per share)<br>(1) Represents a non-GAAP financial measure. YE22 adjusted for $8.0 million and $15.1 million of acquisition-related expenses, respectively. YE24 adjusted for $6.6 million of non-recurring loss on security sales.<br>YTD25 adjusted for $1.7 million of acquisition-related expenses. |
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| 32<br>Reconciliation of Non-GAAP Measures (Continued)<br>($ in millions, except per share) As of and for the nine months<br>ended<br>Tangible Common Book Value Ratios 30-Sep-25 31-Dec-24 31-Dec-23 31-Dec-22<br>Total shareholders' equity $ 1,374.9 $ 1,305.1 $ 1,212.8 $ 1,092.2<br>Less: goodwill, other intangible assets, net (350.9) (356.8) (364.7) (327.2)<br>Add: deferred tax liability related to goodwill 13.8 13.5 12.2 11.0<br>Tangible common equity (non-GAAP) $ 1,037.9 $ 961.8 $ 860.3 $ 776.0<br>Total assets $ 10,152.7 $ 9,807.7 $ 9,951.1 $ 9,573.2<br>Less: goodwill, other intangible assets, net (350.9) (356.8) (364.7) (327.2)<br>Add: deferred tax liability related to goodwill 13.8 13.5 12.2 11.0<br>Tangible assets (non-GAAP) $ 9,815.6 $ 9,464.5 $ 9,598.6 $ 9,257.0<br>Total shareholders' equity to total assets 13.54% 13.31% 12.19% 11.41%<br>Tangible common equity to tangible assets (non-GAAP) 10.57% 10.16% 8.96% 8.38%<br>Adjusted Net Income and Earnings Per Share<br>Adjustments to net income:<br>Net Income $ 93.5 $ 118.8 $ 71.3<br>Add: acquisition-related adjustments, after tax (non-GAAP) 1.4 28.3<br>Add: loss on security sales, after tax (non-GAAP) 5.1<br>Adjusted net income (non-GAAP) $ 94.9 $ 123.9 $ 99.6<br>Adjustments to earnings per share:<br>Earnings per share diluted $ 2.43 $ 3.08 $ 2.18<br>Add: acquisition-related adjustments, after tax (non-GAAP) 0.04 0.87<br>Add: loss on security sales, after tax (non-GAAP) 0.14<br>Adjusted earnings per share - diluted (non-GAAP) $ 2.47 $ 3.22 $ 3.05<br>As of and for the years ended |
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| 33<br>As of and for the<br>three months ended<br>As of and for the<br>nine months ended<br>As of and for the<br>three months ended<br>As of and for the<br>three months ended<br>As of and for the<br>three months ended<br>As of and for the<br>three months ended<br>Fully Taxable Equivalent Net Interest Margin 30-Sep-25 30-Sep-25 30-Jun-25 31-Mar-25 31-Dec-24 30-Sep-24<br>Net interest income $ 88.2 $ 262.3 $ 87.4 $ 86.7 $ 90.1 $ 87.7<br>Add: impact of taxable equivalent adjustment 2.0 5.8 1.9 1.9 1.9 1.8<br>Net interest income, fully taxable equivalent $ 90.2 $ 89.3 $ 88.6 $ 92.0 $ 89.5<br>Average earning assets $ 8,999.8 $ 9,071.1 $ 9,076.5 $ 9,139.9 $ 9,177.8 $ 9,192.5<br>Net interest margin 3.89% 3.87% 3.86% 3.85% 3.91% 3.79%<br>Net interest margin, fully taxable equivalent 3.98% 3.95% 3.95% 3.93% 3.99% 3.87%<br>Adjusted Net Income and Earnings Per Share<br>Adjustments to net income:<br>Net Income $ 35.3 $ 93.5<br>Add: acquisition-related adjustments, after tax (non-GAAP) 1.3 1.4<br>Add: loss on security sales, after tax (non-GAAP)<br>Adjusted net income (non-GAAP) $ 36.6 $ 94.9<br>Adjustments to earnings per share:<br>Earnings per share diluted $ 0.92 $ 2.43<br>Add: acquisition-related adjustments, after tax (non-GAAP) 0.04 0.04<br>Add: loss on security sales, after tax (non-GAAP)<br>Adjusted earnings per share - diluted (non-GAAP) $ 0.96 $ 2.47<br>Reconciliation of Non-GAAP Measures (Continued)<br>($ in millions, except per share) |
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| 34<br>Independent Board Members (9)<br>Non-independent Board Members (1)<br>G. Timothy Laney<br>CEO & Chairman<br>Director Since 2010<br>NBHC Board of Directors<br>Ralph W. Clermont<br>Lead Independent<br>Director; Former<br>Managing Partner of<br>KPMG<br>Director Since 2009<br>Robert E. Dean<br>Former Senior<br>Managing Director of<br>Ernst & Young<br>Corporate Finance<br>Director Since 2009<br>Kirk A. McLaughlin<br>Former Director of Vista<br>Bancshares, Inc.<br>Director Since 2026<br>Art Zeile<br>CEO of DHI Group<br>Director Since 2016<br>Fred J. Joseph<br>Financial services<br>regulator for 30 years as<br>Commissioner for the<br>State of Colorado<br>Director Since 2014<br>Micho F. Spring<br>Former CEO of Boston<br>Telecommunications<br>Company<br>Director Since 2009<br>Alka Gupta<br>Co-Founder and<br>former President at<br>GlobaliD, Inc.<br>Director Since 2021<br>Robin A. Doyle<br>28 year career at J.P.<br>Morgan<br>Director Since 2024<br>Patrick Sobers<br>Several leadership<br>positions at Bank of<br>America<br>Director Since 2021 |
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| Thank you. |
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