National Bank Holdings Corp S-3ASR, filed Feb 5, 2026

National Bank Holdings Corp (NBHC)

S-3ASR 2026-02-05

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	Page
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT		i
ABOUT THIS PROSPECTUS		1
WHERE YOU CAN FIND MORE INFORMATION		2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		4
PROSPECTUS SUMMARY		6
RISK FACTORS		8
NATIONAL BANK HOLDINGS CORPORATION		9
USE OF PROCEEDS		10
DESCRIPTION OF DEBT SECURITIES		11
DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK		21
DESCRIPTION OF DEPOSITARY SHARES		24
DESCRIPTION OF PURCHASE CONTRACTS		27
DESCRIPTION OF WARRANTS		28
DESCRIPTION OF RIGHTS		30
DESCRIPTION OF UNITS		32
DESCRIPTION OF GLOBAL SECURITIES		33
SELLING STOCKHOLDERS		35
PLAN OF DISTRIBUTION		36
LEGAL MATTERS		39
EXPERTS		39

SEC registration fee	$	*
Blue Sky fees and expenses		*
Rating agency fees		*
Legal fees and expenses		*
Accounting fees and expenses		*
Trustee fees and expenses		*
Printing and engraving fees and expenses		*
Miscellaneous		*
Total	$	*

	EXHIBIT NO.			DESCRIPTION
	1.1			Form of Underwriting Agreement for any offering of securities(1)
	2.1			Agreement and Plan of Merger, dated as of April 18, 2022, by and among Community Bancorporation, National Bank Holdings Corporation, the Significant Stockholders (as defined therein) and Park Roney, solely in his capacity as the Holders’ Representative (incorporated herein by reference to Exhibit 2.1 to our Form 8-K dated April 20, 2022)(2)
	2.2			Agreement and Plan of Merger, dated as of March 31, 2022, by and among Bancshares of Jackson Hole Incorporated and National Bank Holdings Corporation (incorporated herein by reference to Exhibit 2.1 to our Form 8-K dated April 5, 2022)(2)
	2.3			Agreement and Plan of Merger, dated as of September 15, 2025, by and among National Bank Holdings Corporation, Vista Bancshares, Inc. and Bryan Wick, solely in his capacity as the shareholders’ representative (incorporated herein by reference to Exhibit 2.1 to our Form 8-K dated September 18, 2025).
	3.1			Second Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to our Form S-1 Registration Statement (Registration No. 333-177971), filed on August 22, 2012)
	3.2			Second Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.2 to our Form 10-Q, filed on November 7, 2014)
	4.1			Specimen common stock certificate (incorporated herein by reference to Exhibit 4.1 to our Form S-1 Registration Statement (Registration No. 333-177971), filed on August 22, 2012)
	4.2			Form of Senior Indenture
	4.3			Form of Subordinated Indenture
	4.4			Form of Senior Debt Securities(1)

	EXHIBIT NO.			DESCRIPTION
	4.5			Form of Subordinated Debt Securities(1)
	4.6			Form of Specimen Preferred Stock Certificate(1)
	4.7			Form of Deposit Agreement for Depositary Shares(1)
	4.8			Form of Purchase Contract(1)
	4.9			Form of Warrant Agreement(1)
	4.10			Form of Unit Agreement(1)
	5.1			Opinion of Wachtell, Lipton, Rosen & Katz
	23.1			Consent of Wachtell, Lipton, Rosen & Katz (contained in Exhibit 5.1)
	23.2			Consent of KPMG LLP
	23.3			Consent of Whitley Penn, LLP
	24.1			Powers of attorney (included on signature page)
	25.1			Form T-1 Statement of Eligibility of Trustee under the Senior Indenture
	25.2			Form T-1 Statement of Eligibility of Trustee under the Subordinated Indenture
	107			Filing Fee Table

	/s/ G. Timothy Laney G. Timothy Laney Chairman, President and Chief Executive Officer (Principal Executive Officer)			/s/ Nicole Van Denabeele Nicole Van Denabeele Chief Financial Officer (Principal Financial Officer)
	Date: February 5, 2026			Date: February 5, 2026
	/s/ Emily Gooden Emily Gooden Chief Accounting Officer (Principal Accounting Officer)			/s/ Ralph W. Clermont Ralph W. Clermont Lead Director
	Date: February 5, 2026			Date: February 5, 2026
	/s/ Robert E. Dean Robert E. Dean Director			/s/ Robin A. Doyle Robin A. Doyle Director
	Date: February 5, 2026			Date: February 5, 2026
	/s/ Alka Gupta Alka Gupta Director			/s/ Fred J. Joseph Fred J. Joseph Director
	Date: February 5, 2026			Date: February 5, 2026
	/s/ Kirk A. McLaughlin Kirk A. McLaughlin Director			/s/ Patrick G. Sobers Patrick G. Sobers Director
	Date: February 5, 2026			Date: February 5, 2026
	/s/ Micho F. Spring Micho F. Spring Director			/s/ Art Zeile Art Zeile Director
	Date: February 5, 2026			Date: February 5, 2026

ARTICLE One DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1

Section 101. Definitions	1
Section 102. Compliance Certificates and Opinions	7
Section 103. Form of Documents Delivered to Trustee	8
Section 104. Acts of Holders	8
Section 105. Notices, etc.	9
Section 106. Notice to Holders; Waiver	10
Section 107. Effect of Headings; Table of Contents; Counterparts	10
Section 108. Successors and Assigns	10
Section 109. Separability Clause	10
Section 110. Benefits of Indenture	10
Section 111. No Personal Liability	11
Section 112. Governing Law	11
Section 113. Legal Holidays	11
Section 114. Force Majeure	11
Section 115. U.S.A. Patriot Act	12

ARTICLE Two SECURITIES FORMS	12

Section 201. Forms of Securities	12
Section 202. Form of Trustee’s Certificate of Authentication	12
Section 203. Securities Issuable in Global Form	12

ARTICLE Three THE SECURITIES	13

Section 301. Amount Unlimited; Issuable in Series	13
Section 302. Denominations	16
Section 303. Execution, Authentication, Delivery and Dating	16
Section 304. Temporary Securities	18
Section 305. Registration, Registration of Transfer and Exchange	19
Section 306. Mutilated, Destroyed, Lost and Stolen Securities	21
Section 307. Payment of Interest; Interest Rights Preserved	22
Section 308. Persons Deemed Owners	24
Section 309. Cancellation	24
Section 310. Computation of Interest	24
Section 311. CUSIPs	25

ARTICLE Four SATISFACTION AND DISCHARGE	25

Section 401. Satisfaction and Discharge of Indenture	25
Section 402. Application of Trust Funds	26

ARTICLE Five REMEDIES	26

Section 501. Events of Default	26
Section 502. Acceleration of Maturity; Rescission and Annulment	27
Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee	28
Section 504. Trustee May File Proofs of Claim	28
Section 505. Trustee May Enforce Claims Without Possession of Securities or Coupons	29
Section 506. Application of Money Collected	29
Section 507. Limitation on Suits	29
Section 508. Unconditional Right of Holders to Receive Principal, Premium or Make-Whole Amount, if any, Interest and Additional Amounts	30
Section 509. Restoration of Rights and Remedies	30
Section 510. Rights and Remedies Cumulative	30
Section 511. Delay or Omission Not Waiver	30

Section 512. Control by Holders of Securities	31
Section 513. Waiver of Past Defaults	31
Section 514. Waiver of Stay or Extension Laws	31
Section 515. Undertaking for Costs	31

ARTICLE Six THE TRUSTEE	32

Section 601. Notice of Defaults	32
Section 602. Certain Rights of Trustee	32
Section 603. Not Responsible for Recitals or Issuance of Securities	34
Section 604. May Hold Securities	34
Section 605. Money Held in Trust	34
Section 606. Compensation and Reimbursement	34
Section 607. Corporate Trustee Required; Eligibility	35
Section 608. Resignation and Removal; Appointment of Successor	35
Section 609. Acceptance of Appointment By Successor	36
Section 610. Merger, Conversion, Consolidation or Succession to Business	37
Section 611. Appointment of Authenticating Agent	37
Section 612. Certain Duties and Responsibilities	38
Section 613. Conflicting Interests	38
Section 614. Appointment of Co-Trustee	39

ARTICLE Seven HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	39

Section 701. Disclosure of Names and Addresses of Holders	39
Section 702. Reports by Trustee	40
Section 703. Reports by Company	40
Section 704. Company to Furnish Trustee Names and Addresses of Holders	40

ARTICLE Eight CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE	41

Section 801. Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions	41
Section 802. Rights and Duties of Successor Corporation	41
Section 803. Officer’s Certificate and Opinion of Counsel	41

ARTICLE Nine SUPPLEMENTAL INDENTURES	42

Section 901. Supplemental Indentures without Consent of Holders	42
Section 902. Supplemental Indentures with Consent of Holders	43
Section 903. Execution of Supplemental Indentures	44
Section 904. Effect of Supplemental Indentures	44
Section 905. Conformity with Trust Indenture Act	44
Section 906. Reference in Securities to Supplemental Indentures	44
Section 907. Notice of Supplemental Indentures	44

ARTICLE Ten COVENANTS	45

Section 1001. Payment of Principal, Premium or Make-Whole Amount, if any, Interest and Additional Amounts	45
Section 1002. Maintenance of Office or Agency	45
Section 1003. Money for Securities Payments to Be Held in Trust	46
Section 1004. [Reserved]	47
Section 1005. Existence	47
Section 1006. Maintenance of Properties	47
Section 1007. Payment of Taxes and Other Claims	47
Section 1008. Statement as to Compliance	48
Section 1009. Additional Amounts	48
Section 1010. Waiver of Certain Covenants	48

ARTICLE Eleven REDEMPTION OF SECURITIES	49

Section 1101. Applicability of Article	49
Section 1102. Election to Redeem; Notice to Trustee	49
Section 1103. Selection by Trustee of Securities to Be Redeemed	49
Section 1104. Notice of Redemption	50
Section 1105. Deposit of Redemption Price	51
Section 1106. Securities Payable on Redemption Date	51
Section 1107. Securities Redeemed in Part	51

ARTICLE Twelve SINKING FUNDS	52

Section 1201. Applicability of Article	52
Section 1202. Satisfaction of Sinking Fund Payments with Securities	52
Section 1203. Redemption of Securities for Sinking Fund	52

ARTICLE Thirteen [RESERVED]	53

ARTICLE Fourteen DEFEASANCE AND COVENANT DEFEASANCE	53

Section 1401. Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance	53
Section 1402. Defeasance and Discharge	53
Section 1403. Covenant Defeasance	53
Section 1404. Conditions to Defeasance or Covenant Defeasance	54
Section 1405. Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	55

ARTICLE Fifteen MEETINGS OF HOLDERS OF SECURITIES	56

Section 1501. Purposes for Which Meetings May Be Called	56
Section 1502. Call, Notice and Place of Meetings	56
Section 1503. Persons Entitled to Vote at Meetings	56
Section 1504. Quorum; Action	56
Section 1505. Determination of Voting Rights; Conduct and Adjournment of Meetings	57
Section 1506. Counting Votes and Recording Action of Meetings	58
Section 1507. Evidence of Action Taken by Holders	58
Section 1508. Proof of Execution of Instruments	58

Trust Indenture Act Section	Indenture Section
Section 310(a)(1)	607
(a)(2)	607
(b)	608, 613
Section 312(a)	704
(c)	701
Section 313(a)	702
Section 314(a)	703
(a)(4)	1008
(c)(1)	102
(c)(2)	102
(e)	102
Section 315(b)	601, 602
Section 316(a)(last sentence)	101 (“Outstanding”)
(a)(1)(A)	502, 512
(a)(1)(B)	513
(b)	508
Section 317(a)(1)	503
(a)(2)	504
Section 318(a)	112
(c)	112

Date:	U.S. Bank Trust Company, National Association, as Trustee

	By:
		Authorized Signatory

	_____________, as Trustee

	By
	As Authenticating Agent

	By
	Authorized Officer

	NATIONAL BANK HOLDINGS CORPORATION

	By:
		Name:
		Title:

	[Name of Person Making Certification]
	(Authorized Signatory)
	Name:
	Title:

Date: _____________	U.S. Bank Trust Company, National Association, as Trustee
	By:
	Authorized Signatory


	KPMG LLP Suite 1100 1000 Walnut Street Kansas City, MO 64106-2162

Delaware	27-0563799
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

/s/ Jeffrey T. Grubb
Jeffrey T. Grubb

/s/ Robert D. Sznewajs
Robert D. Sznewajs

/s/ Dwight V. Board
Dwight V. Board

/s/ P. K. Chatterjee
P. K. Chatterjee

/s/ Robert Lane
Robert Lane

	9/30/2025
Assets
Cash and Balances Due From Depository Institutions	$	1,949,886
Securities		4,656
Federal Funds		0
Loans & Lease Financing Receivables		0
Fixed Assets		713
Intangible Assets		574,611
Other Assets		162,279
Total Assets	$	2,692,145

Liabilities
Deposits	$	0
Fed Funds		0
Treasury Demand Notes		0
Trading Liabilities		0
Other Borrowed Money		0
Acceptances		0
Subordinated Notes and Debentures		0
Other Liabilities		222,254
Total Liabilities	$	222,254

Equity
Common and Preferred Stock		200
Surplus		1,171,635
Undivided Profits		1,298,056
Minority Interest in Subsidiaries		0
Total Equity Capital	$	2,469,891

Total Liabilities and Equity Capital	$	2,692,145

	9/30/2025
Assets
Cash and Balances Due From	$	1,949,886
Depository Institutions
Securities		4,656
Federal Funds		0
Loans & Lease Financing Receivables		0
Fixed Assets		713
Intangible Assets		574,611
Other Assets		162,279
Total Assets	$	2,692,145

Liabilities
Deposits	$	0
Fed Funds		0
Treasury Demand Notes		0
Trading Liabilities		0
Other Borrowed Money		0
Acceptances		0
Subordinated Notes and Debentures		0
Other Liabilities		222,254
Total Liabilities	$	222,254

Equity
Common and Preferred Stock		200
Surplus		1,171,635
Undivided Profits		1,298,056
Minority Interest in Subsidiaries		0
Total Equity Capital	$	2,469,891

Total Liabilities and Equity Capital	$	2,692,145