10-K - NBHC - Equibles

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31 , 2025 ****

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from **** to **** ****

Commission File Number: 001-35654

NATIONAL BANK HOLDINGS CORP ORATION

(Exact name of registrant as specified in its charter)


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

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

(Address of principal executive offices) (Zip Code)

Registrant’s telephone, including area code:

( 303 ) 892-8715

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	New York Stock Exchange

Securities registered pursuant to section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 30, 2025, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $1,411,000,000 based on the closing sale price as reported on the New York Stock Exchange.

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of February 19, 2026, NBHC had outstanding 45,013,622 shares of Class A voting common stock with $0.01 par value per share, excluding 988,513 shares of restricted Class A common stock issued but not yet vested.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s definitive proxy statement for its 2026 Annual Meeting of Shareholders to be filed within 120 days of December 31, 2025 will be incorporated by reference into Part III of this Form 10-K where indicated. ****

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INDE X


			Page
Cautionary Notes Regarding Forward Looking Statements			4
PART I	Item 1.	Business	5

	Item 1A.	Risk Factors	24

	Item 1B.	Unresolved Staff Comments	39

	Item 1C.	Cybersecurity	39

	Item 2.	Properties	40

	Item 3.	Legal Proceedings	41

	Item 4.	Mine Safety Disclosures	41

PART II	Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	41

	Item 6.	[Reserved]	43

	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	44

	Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	77

	Item 8.	Financial Statements and Supplementary Data	78

	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	138

	Item 9A.	Controls and Procedures	138

	Item 9B.	Other Information	140

	Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	140

PART III	Item 10.	Directors, Executive Officers and Corporate Governance	140

	Item 11.	Executive Compensation	140

	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	141

	Item 13.	Certain Relationships and Related Transactions, and Director Independence	141

	Item 14.	Principal Accountant Fees and Services	141

PART IV	Item 15.	Exhibits and Financial Statement Schedules	142

Signatures			146

Table of Contents GLOSSARY OF ACRONYMS, ABBREVIATIONS AND TERMS


Omnibus Plan	2023 Omnibus Incentive Plan	FHLB	Federal Home Loan Bank
2UniFi Plan	2023 Equity Unit Incentive Plan	FHLMC	Federal Home Loan Mortgage Corporation
ACL	Allowance for credit losses	Fintech	Financial technology company
The acquisition	The acquisition of Vista Bancshares, Inc.	FNMA	Federal National Mortgage Association
AFS	Available-for-sale	FRB	Federal Reserve Bank
The agencies	The Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve, and the Federal Deposit Insurance Corporation	FTE	Fully taxable equivalent
AIR	Accrued interest receivable	GAAP	Generally accepted accounting principles
AOCI	Accumulated other comprehensive income (loss)	GDP	Gross domestic product
ASC	Accounting Standards Codification	Genius Act	Guiding and Establishing National Innovation for U.S. Stablecoins Act
ASPP	Associate Stock Purchase Plan	GNMA	Government National Mortgage Association
ASU	Accounting Standards Update	GSE	Government sponsored entity
ATM	Automated Teller Machine	HPI	Home price index
Banks	NBH Bank and Bank of Jackson Hole Trust, collectively	HTM	Held-to-maturity
BHCA	Bank Holding Company Act of 1956, as amended	HUD	U.S. Department of Housing and Urban Development
BOJH	Bank of Jackson Hole	ISDA	International Swaps and Derivative Association
BOJHT	Bank of Jackson Hole Trust	LGD	Loss Given Default
BOLI	Bank-owned life insurance	LTV	Loan-to-value
BSA/AML	Bank Secrecy Act/Anti-money laundering	MBS	Mortgage-backed securities
Cambr	Cambr Solutions, LLC	MSA	Metropolitan statistical area
CECL	Current expected credit loss	MSR	Mortgage servicing right
CEO	Chief Executive Officer	NBHC or the Company	National Bank Holdings Corporation and all affiliates
CFPB	Consumer Financial Protection Bureau	NCO	Net charge-offs
CISO	Chief Information Security Officer	NOLs	Net operating loss carryovers
CODM	Chief operating decision maker	OBBBA	One Big Beautiful Bill Act
Common stock	Class A common stock, par value $0.01 per share	OCC	Office of the Comptroller of the Currency
Common stock equivalents	Stock options outstanding, certain unvested restricted shares, or other contracts to issue common shares	OCI	Other Comprehensive Income
Covered Transactions	Credit and non-credit transactions	OREO	Other real estate owned
CRA	Community Reinvestment Act	PCD	Purchased credit deteriorated
CRE	Commercial real estate	PD	Probability of Default
CTO	Chief Technology Officer	PSU	Performance stock unit
CSA	Credit Support Annexes	RCB	Rock Canyon Bank
DCF	Discounted cash flow	Repurchase	Repurchase the mortgage loans with identified defects, indemnify the investor or insurer, or reimburse the investor for credit loss incurred on the loan
DIF	Deposit Insurance Fund	ROTA	Return on tangible assets
Dodd-Frank Act	Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010	S&P	Standard and Poor’s
DOJ	Department of Justice	SBA	Small Business Administration
EGRRCPA	Economic Growth, Regulatory Relief and Consumer Protection Act	SBA Preferred Lender	An approved participant in the SBA Preferred Lender’s Program
EPS	Earnings Per Share	SEC	Securities and Exchange Commission
Exchange Act	The Securities Exchange Act of 1934	SOFR	Secured overnight financing rate
FASB	Financial Accounting Standards Board	Topic 606	FASB ASC Topic 606
FDI Act	Federal Deposit Insurance Act	Transaction deposits	Demand, savings, and money market deposits
FDIC	Federal Deposit Insurance Corporation	TSR	Total shareholder return
FDICIA	FDIC Improvement Act of 1991	USA PATRIOT Act	Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
Federal Reserve	Federal Reserve System	Vista	Vista Bancshares, Inc.
FHA	Federal Housing Administration

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENT S

This report 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,” “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.

Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements due to a number of factors, including, 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 due to market conditions outside of our control;

●	our investments in 2UniFi and other fintechs 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 fintechs, and the effects of disintermediation within the banking business including consolidation within the industry;

●	changes to federal government lending programs like the SBA’s Preferred Lender Program and the FHA’s insurance programs, including the impact of changes in regulations, budget appropriations and a prolonged government shutdown on such programs;

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●	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 acquisition;

●	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, given regulatory limitations;

●	the application of any increased assessment rates imposed by the FDIC;

●	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 under “Part I, Item 1. Business,” “Part I, Item 1A. Risk Factors,” “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Annual Report and in our other filings with the SEC.

Any forward-looking statement speaks only as of the date on which it is made, 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.

PART I: FINANCIAL INFORMATIO N

Item 1. BUSINESS .

Summary

NBHC is a bank holding company that has elected financial holding company status and was incorporated in the State of Delaware in 2009. The Company is headquartered in Greenwood Village, Colorado, and its primary operations are conducted through its wholly owned subsidiaries, NBH Bank, BOJHT and 2UniFi, LLC. The Company provides a variety of banking 5

Table of Contents products and services to both commercial and consumer clients through a network of over 90 banking centers, as of December 31, 2025, located primarily in Colorado, the greater Kansas City region, Texas, Utah, Wyoming, New Mexico and Idaho, as well as through online and mobile banking products and services. As of December 31, 2025, we had $9.9 billion in assets, $7.4 billion in loans, $8.3 billion in deposits, $1.4 billion in shareholders’ equity and $1.3 billion in assets under management in our trust and wealth management business.

NBH Bank is a Colorado state-chartered bank and a member of the FRB of Kansas City. At December 31, 2025, we operated under the following brand names as divisions of NBH Bank: in Colorado, Community Banks of Colorado and Community Banks Mortgage; in Kansas and Missouri, Bank Midwest and Bank Midwest Mortgage; in Wyoming, Bank of Jackson Hole and Bank of Jackson Hole Mortgage; and in Texas, Utah, New Mexico and Idaho, Hillcrest Bank and Hillcrest Bank Mortgage.

BOJHT is a Wyoming state-chartered bank and a member of the FRB of Kansas City. Our trust and wealth business currently operates under the Wyoming charter as Bank of Jackson Hole Trust and Bank of Jackson Hole Trust and Wealth Partners.

The Company continues to invest in digital solutions for clients through our financial ecosystem 2UniFi, which launched the initial phase in July 2025. 2UniFi, LLC, a wholly owned subsidiary of NBHC, is a national platform for providing banking services to small- and medium-sized businesses, digital payment tools and financial services information management. We believe these services will address borrowings, depository and cash management needs for our clients by providing digital access to financial services, real-time information and digital payment solutions. We continue to focus on growing our core business while also innovating and building partnerships that will help us deliver a comprehensive digital financial ecosystem.

Our Acquisitions

We began banking operations in October 2010 and, as of December 31, 2025, we had completed eight bank acquisitions and one non-bank acquisition of a deposit processing technology company. We have transformed these acquisitions into one collective banking operation with a strong capital position, organic growth, prudent underwriting, a granular and well-diversified loan portfolio and meaningful market share with continued opportunity for expansion. Our historical growth coincides with the Company’s initial strategic goals of becoming a leading regional bank holding company through selective acquisitions and strong organic growth. Thus, we have had a framework in place since inception to support crossing $10.0 billion in assets and continue to invest in our risk management and operational infrastructure to meet regulatory standards and expectations. During 2026, the Company acquired its ninth bank, which expanded the Company’s total assets over $10.0 billion.

Recent acquisitions

All of our acquisitions were accounted for under the acquisition method of accounting, and accordingly, all assets acquired and liabilities assumed were recorded at their respective acquisition date fair values and the fair value discounts/premiums on loans are being accreted over the lives of the loans.

Vista Acquisition

On January 7, 2026, the Company completed its acquisition of Vista, the bank holding company of Texas-based Vista Bank. At December 31, 2025, Vista held $2.5 billion in total assets, $1.9 billion in loans and $2.2 billion in deposits. Pursuant to the agreement executed in September 2025, the Company paid cash consideration and issued shares of the Company’s common stock in exchange for all of the outstanding common stock of Vista. The transaction was valued at approximately $377.7 million in the aggregate, including $89.0 million in cash and 7.3 million shares of the Company’s common stock, based on the closing price on January 6, 2026 of $39.51. With the completion of the acquisition, NBHC has approximately $12.4 billion in pro forma assets and $10.5 billion in pro forma deposits, before final purchase accounting adjustments. The acquisition expanded the Company’s presence in Texas, acquiring 11 banking centers in Dallas-Ft. Worth, Austin, and Lubbock, as well as one banking center in Palm Beach, Florida.

Table of Contents Our Market Area

Our core markets are broadly defined as Colorado, the greater Kansas City region, Texas, Utah, Wyoming, New Mexico and Idaho. We are the third largest banking center network among Colorado-based banks and the sixth largest banking center network in the greater Kansas City MSA among Missouri- and Kansas-based banks ranked by deposits as of June 30, 2025 (the last date as of which data are available), according to S&P Global. Other major MSAs in which we operate include Salt Lake City, Utah; Jackson, Wyoming; Dallas-Fort Worth-Arlington and Austin-Round Rock, Texas; and Boise City, Idaho.

We believe that our established presence in our markets positions us well for growth opportunities. An integral component of our foundation and growth strategy has been to capitalize on market opportunities and acquire financial services franchises. Our primary focus has been on markets that we believe are characterized by some or all of the following: (i) attractive demographics with household income and population growth above the national average; (ii) concentration of business activity; (iii) high quality deposit bases; (iv) an advantageous competitive landscape that provides opportunity to achieve meaningful market presence; (v) consolidation opportunities as well as potential for add-on transactions; and (vi) markets sizeable enough to support our long-term organic growth objectives.

The table below describes certain key demographic statistics regarding our markets:


										Top 3
										competitor
				# of				Median		combined
		Deposits		businesses	Population	Unemployment	Population	household		deposit
		(billions)		(thousands)	(millions)	rate^(1)^	growth^(2)^	income		market share
Denver, CO		$	107.9	> 250	3.0	3.8%	9.6%	$	106,833	50%
Front Range, CO^(3)^			146.9	> 250	4.9	3.8%	11.9%		101,716	49%
Kansas City, MO-KS MSA			99.7	> 250	2.2	3.9%	7.9%		80,127	51%
Austin, TX			69.3	> 250	2.6	3.6%	33.1%		102,412	47%
Dallas, TX			420.8	> 250	8.4	4.0%	20.3%		88,783	60%
Salt Lake City, UT^(4)^			118.3	> 250	2.7	3.7%	14.6%		100,183	69%
Jackson, WY-ID			2.9	11	0.0	—	7.7%		115,296	78%
Boise City, ID			17.9	143	0.8	3.5%	27.2%		86,463	49%
U.S.^(5)^						4.4%	5.7%		78,770	57%

---	---	---
(1)		Unemployment data are as of December 31, 2025.
(2)		For the period 2015 through 2025.
(3)		Colorado Front Range is a population weighted average of the following Colorado MSAs: Denver, Boulder, Colorado Springs, Fort Collins and Greeley.
(4)		Salt Lake City is a population weighted average of the following Utah MSAs: Salt Lake City, Ogden and Provo-Orem.
(5)		Top 3 competitor combined deposit market share based on U.S. Top 20 MSAs (determined by population).

Source: S&P Global as of December 31, 2025, except Deposits and Top 3 Competitor Combined Deposit Market Shares, which reflects data as of June 30, 2025.

Our Business Strategy

As part of our goal of becoming a leading regional community financial services company, we seek to continue to generate strong organic growth, as well as pursue selective acquisitions of financial institutions and other complementary businesses. Our focus is on building organic growth through strong banking relationships with small- and medium-sized businesses and consumers in our primary markets, while maintaining a low-risk profile designed to generate reliable income streams and attractive returns.

The key components of our strategic plan are:

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Focus on client-centered, relationship-driven banking strategy. Our business and commercial bankers focus on small- to medium-sized businesses with an advisory approach that emphasizes understanding the client’s business and offering a complete array of loan, deposit and treasury management products and services. Our business and commercial bankers are supported by treasury management teams in each of their markets, which allows us to more effectively deliver a comprehensive suite of products and services to our business clients and further deepen our banking relationships. Our consumer bankers focus on knowing their clients in order to best meet their financial needs, offering a full complement of loan, deposit, online and mobile banking solutions, mortgages and trust and wealth management services.

●

Expansion of commercial banking, business banking and specialty businesses. We have made strategic investments in our commercial relationship managers, as well as developed significant capabilities across our business banking and several specialty commercial banking offerings. Our strategy is to originate a high-quality loan portfolio that is diversified across industries and granular in loan size. We have preferred lender status with the SBA, providing a leveraged platform for growth in the business lending segment. We believe we are well-positioned to leverage our operating and risk management infrastructure through organic growth, and we intend to continue to drive profitable growth through our commercial relationship managers within our markets.

●

Expansion through organic growth, competitive product and digital offerings. We believe that our focus on serving consumers and small- to medium-sized businesses, coupled with our competitive product offerings, trust and wealth management services offered through Bank of Jackson Hole Trust and our digital solution 2UniFi, continues to expand our revenue base and diversify our sources of fee income. We conduct regular market and competitive analysis to determine which products and services are best suited for our clients. Our teams also continue to pursue opportunities to deepen client relationships, which we believe will further increase our organic loan origination volumes and attract new transaction accounts that offer lower cost of funds and higher fee generating activity.

●

Continue to strengthen profitability through organic growth and operating efficiencies. We utilize a centralized core technology platform and operating policies while maintaining local branding and leadership, which allows us to support growth and realize operating efficiencies throughout our enterprise. We believe that we have the infrastructure in place to support our future revenue growth without causing non-interest expenses to increase by a corresponding amount. Our growth strategy is primarily focused on organic initiatives in order to accelerate our growth in profitability. Key priorities to strengthen profitability include the continued ramp-up of loan production, growing lower-cost core deposits, implementing additional fee-based business initiatives and further enhancing operational efficiencies, including banking center consolidations.

●

Maintain conservative risk profile and sound risk management practices. Strong risk management is an important element of our operating philosophy. We maintain a conservative risk culture with adherence to comprehensive and seasoned policies across all areas of the organization. We implement self-imposed concentration limits on our loan portfolio to ensure a granular and diverse loan portfolio and protect against downside risk to any particular industry or real estate sector. To manage credit risk and yield, we take a careful approach to extending new credit. Our risk management approach seeks to identify, assess and mitigate risk and minimize any resulting losses. We have implemented processes to identify, measure, monitor, report and analyze the types of risk to which we are subject. To manage liquidity risk, the Company maintains a liquidity profile focused on core deposits and stable long-term funding sources. Our investment security portfolio has a short average duration and is largely backed by U.S. government or GSEs. We believe our risk management policies establish appropriate limitations that allow for the prudent oversight of such risks that include, but are not limited to the following: credit, liquidity, market, operational, legal and compliance, reputational, and strategic and business risk.

●

Expansion through our digital solution 2UniFi. During 2025, 2UniFi reached a significant milestone by launching phase one of its buildout. The first phase introduced two capabilities, including convenient access to SBA working capital loans and an automated nightly business sweep deposit account that earns interest on excess deposits. Having a foundational infrastructure in place, 2UniFi is beginning to shift from constructing systems to activating services. Moving forward, 2UniFi will continue to focus on providing a unified client experience that helps small- and medium-sized business owners manage financial products and services across multiple banks and fintechs. The platform operates with a full-service banking charter utilizing a scalable and secure architecture.

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Pursue disciplined acquisitions or other expansionary opportunities. Acquisitions or other expansionary opportunities can be complementary to our growth strategy. We intend to carefully select opportunities that we believe have stable core deposit franchises, have significant growth potential or will add asset generation capabilities or fee income streams while structuring the opportunities to limit risk. Further, we seek transactions that offer opportunities for clear financial benefits with valuations that have acceptable levels of earnings accretion, tangible book value dilution/earn-back, and internal rates of return. We seek to acquire or expand into financial services franchises in markets that exhibit attractive demographic attributes and business growth trends, and we believe that our focus on attractive markets will provide long-term opportunities for organic growth. Our main focus is on our primary markets of Colorado, the greater Kansas City region, Texas, Utah, Wyoming, New Mexico and Idaho, including teams, asset portfolios, specialty commercial finance businesses, and whole banks. From time to time, we also consider other types of opportunities that would be expected to improve our profitability, leverage greater scale and/or leverage technology to grow our digital offerings.

We believe our strategy of strong organic growth through the retention, expansion and development of client-centered relationships and growth through selective acquisitions or other expansionary opportunities in attractive markets provides flexibility regardless of economic conditions. Our established platform for assessing, executing and integrating acquisitions, our attractive market factors, our franchise scale in our targeted markets, and our relationship-centered banking focus provide growth opportunities for our banking franchise. While the prolonged inflationary environment has created operating stress for many businesses, our teams continually monitor the financial health of our clients in order to manage risk. Our strong capital, liquidity, diversified sources of fee revenue and disciplined expense management have allowed us to prudently navigate changes in economic conditions. We believe we are well positioned to continue to support our clients and communities.

Products and Services

Through NBH Bank, our primary business is to offer a full range of banking products and financial services to our commercial, business and consumer clients, who are predominantly located in Colorado, the greater Kansas City region, Texas, Utah, Wyoming, New Mexico and Idaho. Through the Bank of Jackson Hole Trust, our primary business is to offer trust and wealth management services to our clients. We conduct our banking business with over 90 banking centers across our footprint as of December 31, 2025. Our distribution network also includes 103 ATMs as well as fully integrated online banking and mobile banking services. We offer a high level of personalized service to our clients through our relationship managers and banking center associates. We believe that a personalized banking relationship that includes multiple services, such as loan and deposit services, online and mobile banking solutions, treasury management products and services and trust and wealth management services, is the key to profitable and long-lasting client relationships. We believe that our local focus and decision making provide us with a competitive advantage.

Our primary strategic objective is to serve small- to medium-sized businesses in our markets with a variety of unique solutions and useful services, including a full array of banking products, while maintaining a strong and disciplined credit culture and delivering excellent client service. We offer a variety of products and services that are focused on the following areas:

Commercial and Specialty Banking

Our commercial bankers focus on small- to medium-sized businesses and commercial real estate investors/developers with an advisory approach that emphasizes understanding the client’s business and offering a complete suite of loan, deposit and treasury management products and services. We have invested significantly in our commercial banking capabilities, attracting experienced commercial bankers from competing institutions in our markets, which positions us well for continued growth in our originated loan portfolio. Our commercial relationship managers offer a wide range of commercial loan products, including:

Commercial and Industrial Loans—We originate commercial and industrial loans, including working capital loans, equipment loans, lender finance loans, food and agribusiness loans, government and non-profit loans, owner occupied commercial real estate loans and other commercial loans. The terms of these loans vary by purpose and by type of underlying collateral, if any.

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Working capital loans generally have terms of one to three years, are usually secured by accounts receivable and inventory and often carry the personal guarantees of the principals of the business. Equipment loans are generally secured by the financed equipment at advance rates that we believe are appropriate for the equipment type. In the case of owner-occupied commercial real estate loans, we are usually the primary provider of financial services for the company and/or the principals and the primary source of repayment is through the cash flows generated by the borrowers’ business operations. Owner-occupied commercial real estate loans are typically secured by a first lien mortgage on real property plus assignments of all leases related to the properties. Underwriting guidelines generally require borrowers to contribute cash equity that results in an 80% or less LTV ratio on owner-occupied properties. As of December 31, 2025, substantially all of our commercial and industrial loans were secured.

Non-Owner Occupied Commercial Real Estate Loans—Non-owner occupied CRE consists of loans to finance the purchase of commercial real estate and development loans. Our non-owner occupied CRE loans include commercial properties such as multifamily, hospitality, office buildings, warehouse/distribution buildings and retail buildings. These loans are typically secured by a first lien mortgage or deed of trust, as well as assignments of all related leases. Underwriting guidelines generally require borrowers to contribute cash equity that results in the lesser of a 75 percent or less loan to cost or loan to value ratio.

We seek to reduce the risks associated with commercial mortgage lending by focusing our lending in our primary markets. Although non-owner occupied CRE is not a primary focus of our lending strategy, we have developed teams of dedicated CRE bankers in each of our markets who possess the depth and breadth of both market knowledge and industry expertise, which serves to further mitigate risk of this product type.

Small Business Administration Loans— We offer a range of U.S. Small Business Administration, or SBA, loans to support small businesses and entrepreneurs seeking growth capital, working capital, or other capital investments. As a Preferred Lender Provider of the SBA, we are able to expedite SBA loan approval, closing, and servicing functions through delegated authority to underwrite and approve loans on behalf of the SBA. We utilize the SBA 7(a), SBA 504, SBA Express, and SBA CAPLine loan programs. In addition to the SBA programs, we also originate U.S. Department of Agriculture and Farm Service Agency loans.

Commercial Deposit and Treasury Management Products (including business online and mobile banking)—Our commercial bankers are focused on providing value-added deposit products to our clients that optimize their cash management. We are focused on full-relationship banking, including banking core operating accounts and ancillary accounts. We also provide our commercial clients with money market accounts and short-term repurchase reserve accounts depending on their individual needs. In addition, we provide a wide array of treasury management solutions to our clients, including business online and mobile banking, commercial credit card services, wire transfers, automated clearing house services, electronic bill payment, lock box services, remote deposit capture services, merchant processing services, cash vault, controlled disbursements, fraud prevention services through positive pay and other auxiliary services, such as account reconciliation, collections, repurchase accounts, zero balance accounts and sweep accounts.

Business Loans—Business loans consist of term loans, line of credit, and real estate secured loans. The terms of these loans vary by purpose and by type of underlying collateral, if any. Business loans generally require LTV ratios of not more than 75 percent. Business loans also assist in the growth of our deposits because many business loan borrowers establish noninterest-bearing and interest-bearing demand deposit accounts and treasury management relationships with us. Those deposit accounts help us to reduce our overall cost of funds, and those treasury management relationships provide us with a source of non-interest income.

Residential and Personal Banking

Our personal bankers focus on knowing their clients in order to best meet their financial needs, offering a full complement of loan, deposit and online and mobile banking solutions. We strive to do business in the areas served by our banking centers, which is also where our marketing is focused, and the vast majority of our new loan and deposit clients are located in existing market areas.

Table of Contents All of our newly originated consumer loans are on a direct to consumer basis. We offer a variety of consumer loans, including:

Residential Real Estate Loans—Residential real estate loans consist of loans secured by the primary or secondary residence of the borrower as well as properties the borrower holds for investment. These loans consist of closed loans, which are typically amortizing over a 10- to 30-year term. Our LTV benchmark for these loans will generally be below 80 percent at inception unless related to certain internal or government programs where higher LTV’s may be warranted, along with satisfactory debt-to-income ratios. These residential real estate loans are generally originated under terms and conditions consistent with secondary market guidelines. Some of these loans will be placed in the Bank’s loan portfolio; however, a majority are sold in the secondary market and provide a significant source of fee income. The majority of loans sold are sold with servicing released. We have residential banking products, servicing capabilities and residential loan origination channels. In addition to the referral business through our existing consumer client base, we have a dedicated team of mortgage bankers who focus origination efforts primarily on new purchase activity and secondarily on refinance activity. We also offer open- and closed-ended home equity loans, which are loans generally secured by second lien positions on residential real estate, and residential construction loans to consumers and builders for the construction of residential real estate. We do not originate or purchase negatively amortizing or sub-prime residential loans.

Consumer Loans—Consumer loans are structured as small personal lines of credit and term loans, with the latter generally bearing interest at a higher rate and having a shorter term than residential mortgage loans. Consumer loans are both secured (for example by deposit accounts, brokerage accounts or automobiles) and unsecured and carry either a fixed rate or variable rate. Examples of our consumer loans include home improvement loans not secured by real estate, new and used automobile loans and personal lines of credit.

Deposit Products (including online and mobile banking)—We offer a variety of deposit products to our clients, including checking accounts, savings accounts, money market accounts, health savings accounts and other deposit accounts, including fixed-rate, fixed maturity time deposits ranging in terms from three months to five years, and individual retirement accounts. We view deposits as an important part of the overall client relationship and believe they provide opportunities to cross-sell other products and services. We intend to continue our efforts to attract lower-cost transaction deposits from our client relationships. Consumer deposit flows are significantly influenced by general and local economic conditions, changes in prevailing interest rates, internal pricing decisions and competition. Our deposits are primarily obtained from areas surrounding our banking centers. In order to attract and retain deposits, we rely on providing high-quality service, competitive pricing and introducing new products and services that meet our clients’ needs.

We also offer comprehensive, user-friendly mobile and online banking platforms allowing our clients to pay bills, access statements, deposit checks and transfer funds, amongst other features, online or on-the-go.

Cambr Deposit Services

Cambr is a digital deposit acquisition and processing platform designed to gather deposits from accounts offered through third-party embedded finance companies. The deposits provide liquidity to banks within the Cambr network and offer an alternative to traditional wholesale funding sources. The platform provides Cambr clients with an opportunity to generate increased returns on deposits placed into the network while ensuring the safety of FDIC insurance.

Trust and Wealth Management Services

Through the Bank of Jackson Hole Trust, the Company provides trust, estate and wealth management services. Acting as a trust fiduciary, our trust team provides tailored professional services in the best interest of each trust beneficiary while avoiding conflicts of interest. Through our wealth management services, we offer a customized strategy for each of our clients that supports their long-term financial goals. We manage investment portfolios for individuals, trusts, endowments, charities and entities, and retirement accounts with approximately $1.3 billion of assets under management. Our trust and wealth team rounds out our full-service offerings to provide the complete spectrum of tools and support for our clients’ financial needs.

Table of Contents Lending Activities

Our loan portfolio includes commercial and industrial loans, commercial real estate loans, residential real estate loans, business loans and consumer loans. The principal risk evaluated with each category of loans we make is the creditworthiness of the borrower. Borrower creditworthiness is affected by general economic conditions and the attributes of the borrower’s market or industry segment. Attributes of the relevant business market or industry segment include the economic and competitive environment, changes to supply or demand, threat of substitutes and barriers to entry and exit. In our credit underwriting process, we carefully evaluate the borrower’s industry, operating performance, liquidity and financial condition. We underwrite credits based on multiple repayment sources, including operating cash flow, liquidation of collateral and guarantor support, where appropriate. We closely monitor the operating performance, liquidity and financial condition of borrowers through analysis of periodic financial statements and meetings with the borrower’s management. As part of our credit underwriting process, we also review the borrower’s total debt obligations on a global basis. Our credit policy requires that key risks be identified and measured, documented and mitigated, to the extent possible, to seek to ensure the soundness of our loan portfolio.

Our credit policy also provides detailed procedures for making loans to individual and business clients along with the regulatory requirements to ensure that all loan applications are evaluated subject to our fair lending policy. Our credit policy addresses the common credit standards for making loans to clients, the credit analysis and financial statement requirements, the collateral requirements, including insurance coverage where appropriate, as well as the documentation required. Our ability to analyze a borrower’s current financial health and credit history, as well as the value of collateral as a secondary source of repayment, when applicable, are significant factors in determining the creditworthiness of loans to clients. We require various levels of internal approvals based on the characteristics of such loans, including the size, nature of the exposure and type of collateral, if any. We believe that the procedures required by our credit policies enhance internal responsibility and accountability for underwriting decisions and permit us to monitor the performance of credit decision-making. An integral element of our credit risk management strategy is the establishment and adherence to concentration limits for our portfolio. We have established concentration limits that apply to our portfolio based on product types such as commercial real estate, consumer lending, and various categories of commercial and industrial lending. For more detail on our credit policies, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Financial Condition-Asset Quality.”

Competition

The banking landscape in our primary markets of Colorado, the greater Kansas City region, Texas, Utah, Wyoming, New Mexico and Idaho is highly competitive and quite fragmented, with many small banks having limited market share while the large out-of-state national and super-regional banks control the majority of deposits and profitable banking relationships. We compete actively with national, regional and local financial services providers, including: banks, thrifts, credit unions, mortgage companies, finance companies, trust companies and fintechs.

Competition among providers of financial products and services continues to increase, with consumers having the opportunity to select from a variety of traditional brick and mortar banks and nontraditional alternatives, such as online banks and fintechs. Competition among providers is based on many factors. The primary factors driving commercial and consumer competition for loans and deposits are interest rates, the fees charged, client service levels and the range of products and services offered. In addition, other competitive factors include the location and hours of our banking centers, the client service orientation of our associates and the availability of digital banking products and services. We believe the most important of these competitive factors that determine our success are our consumer bankers’ focus on knowing their individual clients in order to best meet their financial needs and our business and commercial bankers’ focus on small- to medium-sized businesses with an advisory approach that emphasizes understanding the client’s business and offering a complete array of loan, deposit and treasury management products and services through our banking centers and our digital banking platform.

We recognize that there are banks and other financial services companies with which we compete that have greater financial resources, access to more capital and higher lending capacity and offer a wider range of deposit and lending instruments. However, given our existing capital base, we expect to be able to meet the majority of small- to medium-sized business and consumer banking needs. 12

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Human Capital

Our core values of Integrity, Meritocracy, Teamwork and Citizenship represent our belief that our Company’s long-term success is deeply tied to having a dedicated and engaged workforce and a commitment to the communities we serve. We are committed to building and contributing to a healthy workplace environment for our associates by investing in competitive compensation and benefit packages, fostering diverse viewpoints and backgrounds, providing training and career development opportunities, driving engagement of our associates and promoting qualified associates within our organization.

Associate Statistics

We work to attract, develop, and retain associates who reflect the communities we serve. Partnerships with professional associations, schools and universities embedded within our local footprint, and the use of various technology solutions assist us in developing our workforce. As of December 31, 2025, we employed 1,250 full-time and 52 part-time associates throughout our business footprint.

The market for top talent is highly competitive. We recognize that workforce turnover is not only financially costly, it also does not align with our commitment to our team. We believe we are best served by investing in the professional development of our associates and promoting qualified candidates as well as surveying and enhancing the engagement of our associates company-wide. The average tenure of service of our associates is approximately six years.

Doing Good Committee

We strongly believe that investing in our associates and communities are important elements in building and sustaining a successful organization and positive, results-driven culture. The Company has a Doing Good Committee that focuses on associate engagement and strengthening relationships within our Company and communities. The Doing Good Committee is comprised of a multi-disciplinary group of associates throughout our Banks with oversight by the executive management team.

Through the Doing Good initiative, the Company has also implemented programs to provide professional development and leadership opportunities for the entire associate base, including associate peer networks, events with keynote speakers, panels and Q&A forums to enable associate feedback.

Associate Development and Training

We believe that building the best team requires investing in our associates’ professional development. Associates have access to our learning center, NBH University, which offers a variety of courses that center around professional development. Additionally, we have connection mentors in place to assist new associates with expanding their network, building professional skills, helping navigate the organization and onboarding.

Compensation and Benefits

Our Company offers comprehensive benefits packages to our associates, including medical and pharmacy insurance, dental insurance and vision insurance as well as several voluntary benefit options. Our compensation structure recognizes the individual performance of our associates through merit-based salary increases with a focus on variable pay and paying for performance.

We also encourage our associates to invest in their long-term financial stability. Our associates have the opportunity to participate in our 401(k) plan, which includes contribution matches from the Company. Additionally, our ASPP allows eligible associates to purchase shares in our Company at a 10% discount.

Table of Contents Community Engagement

We strive to make a positive impact in the communities we serve through consistent engagement, as well as maintaining strong partnerships with a wide range of charitable organizations and causes. All bank associates are granted up to eight paid hours each year to donate their time to non-profit organizations that align with our CRA initiatives, which include financial literacy, affordable housing and workforce development.

Safety and Respect in the Workplace

We are committed to providing a safe and secure work environment in accordance with applicable labor, safety, health, anti-discrimination and other workplace laws. We strive for all of our associates to feel safe and empowered at work. To that end, we maintain a whistleblower hotline that allows associates and others to anonymously voice concerns. We prohibit retaliation against an individual who reported a concern or assisted with an inquiry or investigation.

SUPERVISION AND REGULATION

The U.S. banking industry is highly regulated under federal and state law. Banking laws, regulations, and policies affect the operations of the Company and its subsidiaries. Investors should understand that the primary objective of the U.S. bank regulatory regime is the protection of depositors, the DIF, and the banking system as a whole, not the protection of the Company’s shareholders.

As a bank holding company, we are subject to inspection, examination, supervision and regulation by the Board of Governors of the Federal Reserve. The Company operates two subsidiary banks, NBH Bank and BOJHT.

Banking statutes and regulations are subject to continual review and revision by Congress, state legislatures, and federal and state regulatory agencies. A change in such statutes or regulations, including changes in how they are interpreted or implemented, could have a material effect on our business. In addition to laws and regulations, state and federal bank regulatory agencies may issue policy statements, interpretive letters and similar written guidance applicable to us and our subsidiaries.

Banking statutes, regulations and policies could restrict our ability to diversify into other areas of financial services, acquire depository institutions and make distributions or pay dividends on our equity securities. They may also require us to provide financial support to any bank that we control, maintain capital balances in excess of those desired by management and pay higher deposit insurance premiums as a result of a general deterioration in the financial condition of the Banks. We are monitoring changes in regulation, supervision, and enforcement and uncertainty in their application that could have a material effect on the Company.

The description below summarizes certain elements of the applicable bank regulatory framework. This description is not intended to describe all laws and regulations applicable to us and our subsidiaries. The description is qualified in its entirety by reference to the full text of the statutes, regulations, policies, interpretive letters and other written guidance that are described.

National Bank Holdings Corporation as a Bank Holding Company

As a bank holding company, we are subject to regulation under the BHCA and to supervision, examination, and enforcement by the Federal Reserve. Federal Reserve jurisdiction also extends to any company that we may directly or indirectly control, including non-bank subsidiaries and other companies in which we have a controlling interest.

The BHCA generally prohibits a bank holding company from engaging, directly or indirectly, in activities other than banking or managing or controlling banks, except for activities determined by the Federal Reserve to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. In 2021, the Company elected to be treated as a financial holding company pursuant to Section 4(l) of the BHCA. As a financial holding company, the Company is authorized to engage in a broader set of financial activities than a bank holding company that has not elected to be a treated as a financial holding company, including insurance underwriting and broker-dealer services as well as activities that are jointly determined 14

Table of Contents by the Federal Reserve and the U.S. Treasury to be financial in nature or incidental to such financial activity. Financial holding companies may also engage in activities that are determined by the Federal Reserve to be complementary to financial activities, subject to certain notice requirements.

Maintaining our financial holding company status requires that the Company and our bank subsidiaries, remain “well-capitalized” and “well-managed” as defined by regulation and that our bank subsidiaries maintain at least a “satisfactory” rating under the CRA. If we or our bank subsidiaries fail to continue to meet these requirements, we could be subject to restrictions on new activities and acquisitions, and/or be required to cease and possibly divest operations that conduct activities that are not permissible for a bank holding company that does not also qualify as a financial holding company.

Subsidiaries as State-Chartered Banks

Our bank subsidiaries are NBH Bank and BOJHT. NBH Bank is a Colorado state-chartered bank and also a member of the FRB of Kansas City. As such, NBH Bank is subject to examination, supervision and regulation by both the Colorado Division of Banking and the Federal Reserve. BOJHT is a Wyoming state-chartered bank and also a member of the FRB of Kansas City. As such, BOJHT is subject to examination, supervision and regulation by both the Wyoming Division of Banking and the Federal Reserve. NBH Bank’s and BOJHT’s deposits are insured by the FDIC, in the manner and to the extent provided by law. As insured banks, NBH Bank and BOJHT are subject to the provisions of the FDI Act, and the FDIC’s implementing regulations thereunder, and may also be subject to supervision and examination by the FDIC under certain circumstances.

Under the FDICIA, the Banks must submit financial statements prepared in accordance with GAAP; reports concerning management’s responsibility for the financial statements signed by the Company’s CEO and chief accounting or financial officer; an assessment of internal controls; and an assessment of the Company’s compliance with various banking laws and regulations. In addition, the Company must submit annual audit reports to federal regulators prepared by independent auditors. As allowed by regulations, we may use our audit report prepared for the Company to satisfy this requirement. The Company must provide auditors with examination reports, supervisory agreements and reports of enforcement actions. The auditors must also attest to and report on the statements of management relating to internal controls. FDICIA also requires that the Banks form an independent audit committee consisting of outside directors only, or that the Company’s audit committee be entirely independent.

As of December 31, 2025, the Company had total assets of $9.9 billion; however, with the closing of the acquisition on January 7, 2026, our assets now exceed $10 billion and are expected to continue to exceed this threshold in 2026. A bank holding company with more than $10 billion in total consolidated assets is subject to requirements such as: (i) the applicability of Section 619 of the Dodd-Frank Act, commonly known as the Volcker Rule; (ii) increased capital, leverage, liquidity and risk management standards; and (iii) limits on interchange fees from debit cards transactions. In addition, an institution with more than $10 billion in total assets is examined by the CFPB, rather than its primary federal bank regulator, as to compliance with certain federal consumer protection and fair lending laws and regulations.

Broad Supervision, Examination and Enforcement Powers

The Federal Reserve, the FDIC and state bank regulators have broad regulatory, examination and enforcement authority over bank holding companies and banks, as applicable. Bank regulators regularly examine the operations of banks and bank holding companies. In addition, banks and bank holding companies are subject to periodic reporting and filing requirements.

Bank regulators have various remedies available if they determine that a banking organization has violated any law or regulation, that the financial condition, capital resources, asset quality, earnings prospects, management, liquidity or other aspects of a banking organization’s operations are unsatisfactory or that the banking organization is operating in an unsafe or unsound manner. The bank regulators have the power to, among other things: enjoin “unsafe or unsound” practices; require affirmative actions to correct any violation or practice; issue administrative orders that can be judicially enforced; direct increases in capital; direct the sale of subsidiaries or other assets; limit dividends and distributions; restrict growth; assess civil monetary penalties; remove officers and directors; terminate deposit insurance; and appoint a conservator or receiver.

Engaging in unsafe or unsound practices or failing to comply with applicable laws, regulations and supervisory agreements could subject the Company, its subsidiaries and their respective officers, directors and institution-affiliated parties to the 15

Table of Contents remedies described above and other sanctions. In addition, the FDIC could terminate NBH Bank’s or BOJHT’s deposit insurance if it determined that the Banks’ financial condition was unsafe or unsound or that the Banks engaged in unsafe or unsound practices or violated an applicable rule, regulation, order or condition enacted or imposed by the Banks’ regulators.

Regulatory Capital Requirements

In General

As a bank holding company, we are subject to regulatory capital adequacy requirements implemented by the Federal Reserve. The federal banking agencies have risk-based capital adequacy guidelines intended to provide a measure of capital adequacy that reflects the degree of risk associated with a banking organization’s operations. NBH Bank and BOJHT are subject to capital adequacy guidelines as implemented by the relevant federal banking agency. In the case of the Company, NBH Bank and BOJHT, applicable capital guidelines can be found in the Federal Reserve’s Regulations H and Q.

The capital rules require banks and bank holding companies to maintain a minimum common equity tier 1 capital ratio of 4.5%, a tier 1 capital ratio of 6%, a total capital ratio of 8%, and a leverage ratio of 4%. Additionally, banks and bank holding companies are required to hold a capital conservation buffer of common equity tier 1 capital of 2.5% to avoid limitations on capital distributions (including for dividends and repurchases of stock) and executive compensation payments.

Further, the federal bank regulatory agencies may set higher capital requirements for an individual bank or when a bank’s particular circumstances warrant, and future regulatory change could impose higher capital standards as a routine matter.

The Federal Reserve may also set higher capital requirements for holding companies whose circumstances warrant it. For example, holding companies experiencing internal growth or making acquisitions are expected to maintain strong capital positions substantially above the minimum supervisory levels, without significant reliance on intangible assets.

In May 2018, the EGRRCPA was enacted to modify or remove certain financial reform rules and regulations, including some of those implemented under the Dodd-Frank Act. The EGRRCPA directed the federal banking agencies to develop an optional, simplified capital framework for qualifying banks with under $10 billion in consolidated assets, called the “Community Bank Leverage Ratio,” calculated by dividing tangible equity capital by average total consolidated assets. In October 2019, the federal banking agencies adopted a Community Bank Leverage Ratio of 9%. In 2025, the agencies proposed to revise the minimum leverage ratio requirement from greater than 9% to greater than 8%. If a “qualified community bank,” generally a depository institution or depository institution holding company with average total consolidated assets of less than $10 billion, has a leverage ratio which exceeds the Community Bank Leverage Ratio, then the institution is considered to have met all generally applicable leverage and risk based capital requirements, the capital ratio requirements for “well capitalized” status under the prompt corrective action rules and any other leverage or capital requirements to which it is subject. Following the acquisition neither the Company nor NBH Bank are eligible for this framework, though neither had adopted it prior to that date.

Prompt Corrective Action

The FDI Act requires federal bank regulatory agencies to take “prompt corrective action” with respect to FDIC-insured depository institutions that do not meet minimum capital requirements. A depository institution’s treatment for purposes of the prompt corrective action provisions will depend upon how its capital levels compare to various capital measures and certain other factors, as established by regulation. Federal banking regulators are required to take various mandatory supervisory actions and are authorized to take other discretionary actions with respect to institutions in the three undercapitalized categories. The severity of the action depends upon the capital category in which the institution is placed. Generally, subject to a narrow exception, the banking regulator must appoint a receiver or conservator for an institution that is critically undercapitalized. Our regulatory capital ratios and those of NBH Bank and BOJHT are in excess of the levels established for “well-capitalized” institutions.

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Bank Holding Companies as a Source of Strength

The Federal Reserve requires that a bank holding company serve as a source of financial and managerial strength to each bank that it controls and, under appropriate circumstances, commit resources to support each such controlled bank. This support may be required at times when the bank holding company may not have the resources to provide the support. Because we are a bank holding company, the Federal Reserve views the Company (and its consolidated assets) as a source of financial and managerial strength for any controlled depository institutions.

Under the prompt corrective action provisions, if a controlled bank is undercapitalized, then the regulators could require its bank holding company to guarantee a capital restoration plan. In addition, if the Federal Reserve believes that a bank holding company’s activities, assets or affiliates represent a significant risk to the financial safety, soundness or stability of a controlled bank, then the Federal Reserve could require the bank holding company to terminate the activities, liquidate the assets or divest the affiliates. The regulators may require these and other actions in support of controlled banks even if such action is not in the best interests of the bank holding company or its shareholders.

The Dodd-Frank Act codified the requirement that holding companies, like the Company, serve as a source of financial strength for their subsidiary depository institutions, by providing financial assistance to its depository institution subsidiaries in the event of financial distress. Under the source of strength doctrine, the Company could be required to provide financial assistance to each of the Banks should it experience financial distress.

In addition, capital loans by us to either of the Banks will be subordinate in right of payment to deposits and certain other indebtedness of the Banks. In the event of our bankruptcy, any commitment by us to a federal bank regulatory agency to maintain the capital of the Banks will be assumed by the bankruptcy trustee and entitled to a priority of payment.

Dividend Restrictions

The Company is a legal entity separate and distinct from its subsidiaries. Because the Company’s consolidated net income consists largely of the net income of NBH Bank and BOJHT, the Company’s ability to pay dividends depends upon its receipt of dividends from its subsidiaries. The ability of a bank to pay dividends and make other distributions is limited by federal and state law. The specific limits depend on a number of factors, including the banks’ type of charter, recent earnings, recent dividends, level of capital and regulatory status. As members of the Federal Reserve and state-chartered banks, NBH Bank and BOJHT are subject to Regulation H and limitations under state law with respect to the payment of dividends. Non-bank subsidiaries are also limited by certain federal and state statutory provisions and regulations covering the amount of dividends that may be paid in any given year. State member banks, such as NBH Bank and BOJHT, may not declare or pay a cash dividend if the total of all dividends declared during the calendar year, including the proposed dividend, exceeds the Banks’ net income during the current calendar year and the retained net income of the prior two calendar years, unless approved by the Federal Reserve.

The ability of a bank holding company to pay dividends and make other distributions can also be limited. The Federal Reserve has authority to prohibit a bank holding company from paying dividends or making other distributions. A bank holding company should not pay cash dividends that exceed its net income or that can be funded only in ways that weaken the bank holding company’s financial health, such as by borrowing. In addition, as a Delaware corporation, the Company is subject to certain limitations and restrictions under Delaware corporate law with respect to the payment of dividends and other distributions.

Depositor Preference

The FDI Act provides that, in the event of the “liquidation or other resolution” of an insured depository institution, the claims of depositors of the institution (including the claims of the FDIC as subrogee of insured depositors) and certain claims for administrative expenses of the FDIC as a receiver will have priority over other general unsecured claims against the institution. If one of the Banks were to fail and be placed into receivership, insured and uninsured depositors, along with the FDIC, will have priority in payment ahead of unsecured, non-deposit creditors, including us, with respect to any extensions of credit they have made to such insured depository institution.

Table of Contents Limits on Transactions with Affiliates

Federal law restricts the amount and the terms of Covered Transactions between a bank and its non-bank affiliates. Covered Transactions with any single affiliate may not exceed 10% of the capital stock and surplus of each Bank, and Covered Transactions with all affiliates may not exceed, in the aggregate, 20% of each Bank’s capital and surplus. For a bank, capital stock and surplus refers to the bank’s tier 1 and tier 2 capital, as calculated under the risk-based capital guidelines, plus the balance of the ACL excluded from tier 2 capital. Each Bank’s transactions with all of its affiliates in the aggregate are limited to 20% of the foregoing capital. In addition, in connection with Covered Transactions that are extensions of credit, the Banks may be required to hold collateral to provide added security to the Banks, and the types of permissible collateral may be limited. The Dodd-Frank Act generally enhances the restrictions on transactions with affiliates, including an expansion of what types of transactions are Covered Transactions to include credit exposures related to derivatives, repurchase agreements and securities lending arrangements and an increase in the amount of time for which collateral requirements regarding Covered Transactions must be satisfied. As of December 31, 2025, the Company did not have any outstanding Covered Transactions.

Regulatory Notice and Approval Requirements for Acquisitions of Control

We must generally receive federal bank regulatory approval before we can acquire a financial institution. Specifically, as a bank holding company, we must obtain prior approval of the Federal Reserve under the BHCA in connection with any acquisition that would result in the Company owning or controlling 5% or more of any class of voting securities of a bank or another bank holding company, including a financial holding company. Our ability to acquire or make investments in depository institutions will depend on our ability to obtain approval for such investments from the Federal Reserve. In considering request for approval, the Federal Reserve takes into consideration a number of statutory factors outlined in the BHCA, including the financial and managerial resources of the parties involved (including consideration of the capital adequacy, liquidity, and earnings performance, as well as the competence, experience and integrity of the officers, directors and principal shareholders, and the records of compliance with applicable laws and regulations) and the future prospects of the combined organization, the effects of the transaction on competition, the convenience and needs of the community, including the record of performance of the parties under the CRA, the effectiveness of the Company in combating money-laundering activities and the impact of the transaction on the financial stability of the U.S. banking or financial system, or other considerations. Additionally, approval could be conditioned upon actions that may not be acceptable to us, or, if acceptable to us, may reduce the benefit of any acquisition, such as, for example, requiring us to sell banking centers.

In addition, federal and state laws, including the BHCA and the Change in Bank Control Act, impose additional prior notice or approval requirements and ongoing regulatory requirements on any investor that seeks to acquire direct or indirect “control” of an FDIC-insured depository institution or bank holding company. Under a rebuttable presumption established by the Federal Reserve, the acquisition of 10% or more of a class of voting stock of a bank holding company with a class of securities registered under Section 12 of the Exchange Act, such as the Company, would, under the circumstances set forth in the presumption, constitute acquisition of control of the Company for purposes of the Change in Bank Control Act.

The BHCA prohibits any entity from acquiring 25% (as noted above, the BHCA has a lower limit for acquirers that are existing bank holding companies) or more of a bank holding company’s or bank’s voting securities, or otherwise obtaining control or a controlling influence over a bank holding company or bank without the approval of the Federal Reserve. The Federal Reserve has rule-based standards for determining whether one company has control over another. These rules established four categories of tiered presumptions of non-control that are based on the percentage of voting shares held by the investor (less than 5%, 5-9.9%, 10-14.9% and 15-24.9%) and the presence of other indicia of control. As the percentage of ownership increases, fewer indicia of control are permitted without falling outside of the presumption of non-control. These indicia of control include nonvoting equity ownership, director representation, management interlocks, business relationship and restrictive contractual covenants. Under the Federal Reserve’s rules, investors can hold up to 24.9% of the voting securities and up to 33% of the total equity of a company without necessarily having a controlling influence.

Anti-Money Laundering Requirements

Under federal law, including the Bank Secrecy Act and the USA PATRIOT Act, certain types of financial institutions, including insured depository institutions, must maintain anti-money laundering programs that include established internal 18

Table of Contents policies, procedures and controls; a designated compliance officer; an ongoing associate training program; and testing of the program by an independent audit function. Financial institutions are prohibited from entering into specified financial transactions and account relationships and must meet enhanced standards for due diligence, client identification, and recordkeeping, including in their dealings with non-U.S. financial institutions and non-U.S. clients. Financial institutions must take reasonable steps to conduct enhanced scrutiny of account relationships to guard against money laundering and to report any suspicious information maintained by financial institutions. Bank regulators routinely examine institutions for compliance with these obligations and must consider an institution’s anti-money laundering compliance when considering regulatory applications filed by the institution, including applications for banking mergers and acquisitions. The regulatory authorities have imposed “cease and desist” orders and civil money penalty sanctions against institutions found to be violating these obligations.

Consumer Laws and Regulations

Banks and other financial institutions are subject to numerous laws and regulations intended to protect consumers in their transactions with banks. These laws include, among others, laws regarding unfair and deceptive acts and practices and usury laws, as well as the following consumer protection statutes: Truth in Lending Act; Truth in Savings Act; Electronic Funds Transfer Act; Flood Disaster Protection Act; Expedited Funds Availability Act; Equal Credit Opportunity Act; Fair and Accurate Credit Transactions Act; Fair Housing Act; Fair Credit Reporting Act; Fair Debt Collection Act; Gramm-Leach Bliley Financial Modernization Act; Home Mortgage Disclosure Act; Right to Financial Privacy Act and Real Estate Settlement Procedures Act.

Many states and local jurisdictions have consumer protection laws analogous, and in addition, to those listed above. These state and local laws regulate the manner in which financial institutions deal with clients when taking deposits, making loans or conducting other types of transactions.

The CFPB has broad rulemaking authority for a wide range of consumer financial laws that apply to all banks. The CFPB is authorized to issue rules for both bank and nonbank companies that offer consumer financial products and services, subject to consultation with the prudential banking regulators. In general, however, banks with total assets of $10 billion or less will continue to be examined for consumer compliance by their primary bank regulator. At December 31, 2025, neither NBH Bank nor BOJHT was subject to supervision by the CFPB. However, NBH Bank will become subject to supervision by the CFPB as a result of its assets increasing over the $10 billion threshold after its acquisition of Vista Bank effective January 7, 2026. BOJHT continues not to be subject to supervision by the CFPB but will if its assets exceed $10 billion.

Much of the CFPB’s rulemaking has focused on mortgage lending and servicing, including an important rule requiring lenders to ensure that prospective buyers have the ability to repay their mortgages. Other areas of current CFPB focus include consumer protections for prepaid cards, payday lending, debt collection, overdraft services and privacy notices. The CFPB has been particularly active in issuing rules and guidelines concerning residential mortgage lending and servicing, including the “Ability-to-Repay and Qualified Mortgage Standards under the Truth in Lending Act” portions of Regulation Z and the Know Before You Owe guidelines. Under the Dodd-Frank Act, creditors must make a reasonable and good faith determination, based on verified and documented information, that the consumer has a reasonable “ability to repay” a residential mortgage according to its terms as well as clearly and concisely disclose the terms and costs associated with these loans.

The CFPB has actively issued enforcement actions against both large and small entities and to entities across the entire financial services industry. The CFPB has relied upon “unfair, deceptive, or abusive acts” prohibitions as its primary enforcement tool. The CFPB and the DOJ have also focused on fair lending in taking enforcement actions against banks. Failure to comply with these laws and regulations could give rise to regulatory sanctions, client rescission rights, actions by state and local attorneys general and civil or criminal liability.

The enforcement of laws, rules and regulations, including consumer protection laws, may be effected by executive orders applying to the CFPB and other government agencies, including an increased focus on politicized or unlawful debanking. We are monitoring the effects of executive actions and regulatory and supervisory changes may have on the Company.

Table of Contents The Community Reinvestment Act

The CRA is intended to encourage banks to help meet the credit needs of their communities, including low- and moderate-income neighborhoods, consistent with safe and sound operations. Each of the Banks is examined by the Federal Reserve and assigned a public CRA rating. Institutions are assigned one of four ratings: “Outstanding,” “Satisfactory,” “Needs to Improve,” or “Substantial Noncompliance.” The CRA requires bank regulators to take into account a bank’s record in meeting the needs of its community when considering certain applications by a bank, including applications to establish a banking center or to conduct certain mergers or acquisitions. Failure to adequately meet these criteria could impose additional requirements and limitations on us. Additionally, we must publicly disclose the terms of various CRA-related agreements. The Federal Reserve is required to consider the CRA records of a bank holding company’s controlled banks when considering an application by the bank holding company to acquire a bank or to merge with another bank holding company.

When we apply for regulatory approval to make certain investments, the regulators will consider the CRA record of both the target institution and the relevant Bank. An unsatisfactory CRA record could substantially delay approval or result in denial of an application.

In October 2023, the U.S. banking agencies issued a final rule to amend their regulations implementing the CRA. The rule would have materially revised the current CRA framework. Several banking industry groups filed a lawsuit seeking to invalidate the CRA final rule, in which they argued that the federal banking agencies exceeded their statutory authority in adopting the CRA final rule. In March 2024, a federal judge granted an injunction to extend the CRA final rule’s effective date, originally set for April 1, 2024. On July 18, 2025, the agencies issued a joint notice of proposed rulemaking to rescind the CRA final rule. The agencies have proposed to replace the 2023 CRA Final Rule with regulations adopted by the agencies and the former Office of Thrift Supervision on May 4, 1995, as amended, and as published in the Electronic Code of Federal Regulations (eCFR) as of March 29, 2024 (1995 CRA regulations). The agencies’ proposal remains pending as of the date of this filing.

Reserve Requirements

Pursuant to regulations of the Federal Reserve, all banks are required to maintain average daily reserves at mandated ratios against their transaction accounts. In addition, reserves must be maintained on certain non-personal time deposits. These reserves must be maintained in the form of vault cash or in an account at an FRB.

Deposit Insurance Assessments

All of a depositor’s accounts at an insured bank, including all non-interest bearing transaction accounts, are insured by the FDIC up to prescribed limits for each depositor. FDIC-insured banks are required to pay deposit insurance premiums to the FDIC. The FDIC has adopted a risk-based assessment system whereby FDIC-insured depository institutions pay insurance premiums at rates based on their risk classification. An institution’s risk classification is assigned based on its capital levels and the level of supervisory concern the institution poses to the regulators.

Assessments are based on an institution’s average total consolidated assets less average tangible equity (subject to risk-based adjustments that would further reduce the assessment base for custodial banks). The FDIC may impose special assessments that could also increase costs in the future. The Banks may be able to pass part or all of these costs, when applicable, on to its clients, including in the form of lower interest rates on deposits, or fees to some depositors, depending on market conditions.

FDIC assessments for institutions with total consolidated assets of $10 billion or more are primarily based on a scorecard approach by the FDIC, including factors such as examination ratings, financial measures, and modeling measuring the institution’s ability to withstand asset-related and funding-related stress and potential loss to the DIF in the event of the institution’s failure.

In October 2022, the FDIC issued a final rule to increase initial base deposit insurance assessment rates for insured depository institutions by two basis points, beginning with the first quarterly assessment period of 2023. The assessment rate schedules under this final rule will remain in effect unless and until the reserve ratio of the DIF meets or exceeds two percent. Additionally, in November 2023, the FDIC implemented a special assessment to recover the loss to the DIF associated with 20

Table of Contents the 2023 bank failures. Under the special assessment, banks with uninsured deposits exceeding $5.0 billion beginning December 31, 2022 were charged an additional assessment commencing with the first quarterly assessment period of 2024. As of December 31, 2025, the Banks were not subject to the special assessment.

The FDIC may terminate a depository institution’s deposit insurance upon a finding that the institution’s financial condition is unsafe or unsound or that the institution has engaged in unsafe or unsound practices or has violated any applicable rule, regulation, order or condition enacted or imposed by the institution’s regulatory agency. If deposit insurance for a banking business we invest in or acquire were to be terminated, that would have a material adverse effect on that banking business and on the Company as a whole.

Changes in Laws, Regulations or Policies

Congress and state legislatures may introduce from time to time measures or take actions that would modify the regulation of banks or bank holding companies. In addition, federal and state regulatory agencies also periodically propose and adopt changes to their regulations or change the manner in which existing regulations are applied. Such changes could increase or decrease the cost of doing business, limit or expand permissible activities or affect the competitive balance among banks and other financial institutions, all of which could affect our investment opportunities and our assessment of how attractive such opportunities may be. We cannot predict whether potential legislation will be enacted and, if enacted, the effect that it or any implementing regulations would have on our business, results of operations, liquidity or financial condition. We are expecting regulatory and supervisory changes as a result of the change in administration and are monitoring changes and areas of uncertainty that could affect the Company.

More Information

Our website is www.nationalbankholdings.com. We make available free of charge, through our website, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or Section 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC. Our reports, proxy and information statements, and other information that we file electronically with the SEC can also be found at the SEC’s website, www.sec.gov.

Table of Contents Information about our Executive Officers

Information about each person who currently serves as an executive officer of National Bank Holdings Corporation as of February 24, 2026 is as follows:

G. Timothy Laney, Age 65

Mr. Laney has served as the Company’s Chief Executive Officer since 2010 as well as Chairman of the Board of Directors of the Company since 2014 and currently holds the same positions and directorships at NBH Bank and BOJHT, including serving as the chairman of the board of BOJHT’s Trust Committee. Mr. Laney is also the founder of National Bank Holdings Corporation and previously served as the Company’s President from 2010 through 2024 when the roles of Chief Executive Officer and President were split. Mr. Laney has served as a board member of the FRB of Kansas City Denver Branch since 2025, and also serves as a board member of Finexio, the Moffitt Cancer Center, the Chairman of the USA Weightlifting Foundation and is the founder of the NBH Bank Do More Charity Challenge®. Mr. Laney previously served as a board member of the Colorado Bankers Association from 2018 to 2023. Prior to founding the Company, Mr. Laney was Senior Executive Vice President and Head of Business Services at Regions Financial, one of the nation’s largest full-service banks, where he led the transformation of the bank’s wholesale lines of business. Prior to his tenure at Regions Financial, Mr. Laney had a 24-year tenure with Bank of America, where he held senior management roles in small business, commercial banking, private banking, corporate marketing and change management. He also served as President of Bank of America, Florida, with more than 800 banking centers and $50 billion in total assets, and a member of Bank of America’s management operating committee. Mr. Laney brings to our Board of Directors valuable and extensive experience from managing and overseeing a broad range of banking operations for more than 40 years.

Aldis Birkans, Age 51

Mr. Birkans has served as the Company’s President since September 2024 and currently holds the same position at NBH Bank and BOJHT. Mr. Birkans previously served as the Company’s Chief Financial Officer from August 2018 to September 2024, and as the Company’s Treasurer from 2011 through February 2020. Mr. Birkans is a member of the boards of directors of NBH Bank and BOJHT, and is a member of the Trust Committee of the board of directors of BOJHT. Prior to joining the Company in 2011, Mr. Birkans was Vice President and Assistant Treasurer of M&I Bank, where he was responsible for capital management, investments, corporate liquidity and risk management related to the bank’s financial activities. In addition, prior to joining M&I Bank, Mr. Birkans was a Senior Vice President, Corporate and Investment Bank Treasury at Citigroup. Mr. Birkans holds a Master of Business Administration and a Bachelor’s degree in Economics and Finance.

John D. Steinmetz, Age 47

Mr. Steinmetz serves as the Company’s Executive Vice Chair and Executive Managing Director of Strategic Initiatives at NBH Bank, as well as a member of the board of directors of NBH Bank, roles he has held since January 7, 2026, the date of closing of the acquisition of Vista Bancshares, Inc. with and into the Company. In this role, Mr. Steinmetz leads the Texas and resort markets for NBH Bank, ensuring continuity while actively pursuing strategic expansion in high-growth regions. Prior to the acquisition, Mr. Steinmetz held various leadership roles with Vista Bancshares, Inc. and Vista Bank since joining the bank in 2007, most recently serving as Vice-Chairman and Chief Executive Officer of Vista Bancshares, Inc. and Vice Chairman, President and Chief Executive Officer of Vista Bank. In these roles, he oversaw all commercial and retail functions of Vista Bank while focusing on adding shareholder value. During his time at Vista Bank, he successfully led Vista Bank through a capital raise and complete rebrand allowing Vista Bank to expand throughout multiple Texas markets and Palm Beach, Florida. Under Mr. Steinmetz’s leadership, Vista Bank relocated its domicile to Dallas, Texas, where he led strong consistent organic growth while building a reputation for putting “people first.” Envisioning and leading the first banking and financial literacy ecosystem in the Fair Park community of South Dallas in over three decades, Mr. Steinmetz focused on teaching entrepreneurs to fish in a historically underserved community. Serving on the Texas Tech University System Board of Regents from 2011 – 2023, Mr. Steinmetz chaired the Finance and Audit Committee where he oversaw Texas Tech University’s two-billion-dollar annual operating budget and consistently fought to ensure college affordability for all students. Mr. Steinmetz is a past member of the Dallas Citizens Council's Board of Directors and Dallas Museum of Art's Finance Committee. He is currently a member of the Young Professionals Organization (YPO) Lonestar and Aspen chapters 22

Table of Contents as well as the exclusive Chief Executives Organization. Mr. Steinmetz holds a Bachelor in Business Administration in Finance from the Texas Tech University Rawls College of Business.

Nicole L. Van Denabeele, Age 45

Ms. Van Denabeele has served as the Company’s Chief Financial Officer since September 2024 and currently holds the same position at NBH Bank and BOJHT. She is also a member of the boards of directors of NBH Bank and BOJHT and a member of the Trust Committee of BOJHT. Ms. Van Denabeele served as the Company’s Chief Accounting Officer from 2018 to September 2024 and concurrently served as President of Bank Midwest, a division of NBH Bank, from September 2020 to June 2024. Prior to joining the Company, Ms. Van Denabeele was Controller at the law firm of Polsinelli and before that, Senior Vice President, Assistant Controller at UMB Financial Corporation. In addition, prior to joining UMB, Ms. Van Denabeele was an audit manager at Deloitte. Ms. Van Denabeele is a Certified Public Accountant and holds a Master of Accounting and Information Systems and a Bachelor’s degree in Accounting and Business Administration.

Richard U. Newfield, Jr., Age 64

Mr. Newfield has served as the Company’s Chief Risk Management Officer since 2011 and currently holds the same position at NBH Bank and BOJHT. He currently serves on the Board of NBH Bank and BOJHT and is a member of the Trust Committee of BOJHT. Prior to joining NBH, Mr. Newfield was Head of Business Services Credit at Regions Bank, and prior to that he held various senior positions at Bank of America, including roles in risk management, credit, commercial banking, global bank debt and corporate marketing. He brings significant experience in the development and implementation of business models and integration of businesses during mergers. In addition, Mr. Newfield has led credit process reengineering initiatives, including risk and credit policy design, and other corporate governance initiatives. Mr. Newfield holds a Master of Business Administration and a Bachelor’s degree in Advertising.

Angela N. Petrucci, Age 49

Ms. Petrucci has served as the Company’s Chief Administrative Officer and General Counsel since July 2020. She is also Chief Administrative Officer at NBH Bank and BOJHT and previously served as General Counsel of NBH Bank and BOJHT from 2020 to September 2025. She currently oversees our BSA/AML and financial crimes, facilities and security, human resources, legal, marketing, and project management functions. She is a member of NBH Bank and BOJHT’s board of directors, and a member of the Trust Committee of the board of directors of BOJHT. She is also a member of the Colorado Bankers Association Government Affairs Committee. Prior to joining the Company in 2015, Ms. Petrucci was in-house counsel at Accenture, overseeing corporate governance and securities matters. Prior to that, she was an attorney at the law firm of Chapman and Cutler LLP in Chicago, IL. Before attending law school, Ms. Petrucci was a commercial banker at First Chicago Bank (now JP Morgan Chase). Ms. Petrucci brings significant experience in banking, corporate transactional, securities and corporate governance matters. Ms. Petrucci holds a Juris Doctorate and a Bachelor’s degree in Business Administration.

Daniel L. Sznewajs, Age 47

Mr. Sznewajs has served as the Company’s Chief Corporate Development Officer and Treasurer since January 2025. He holds the same positions at NBH Bank and BOJHT and serves on the boards of directors of NBH Bank and BOJHT. Mr. Sznewajs joined NBH in 2014 and has served in various capacities during his tenure at the Company, including overseeing financial planning and analysis, capital markets and NBH Ventures. Prior to joining NBH, Mr. Sznewajs was a Vice President in the Financial Institutions Group at Goldman, Sachs & Co. in New York City. He was previously a Commissioned Examiner at the FRB of Chicago in the Safety and Soundness Division where he specialized in capital markets. Mr. Sznewajs currently serves as an Advisory Board Member of the Young Americans Education Foundation and Young Americans Bank. He holds a Master of Business Administration and a Bachelor’s degree in Finance and Strategy.

Table of Contents I tem 1A. RISK FACTORS.

Risks Relating to General Economic and Market Conditions

Changes in general business and economic conditions as well as external events such as natural disasters, pandemics, cyberattacks, political instability, international trade policies, tariffs, severe weather or acts of war could materially and adversely affect us.

Our business and operations are sensitive to general business and economic conditions in the United States and in our core markets of Colorado, Kansas, Missouri, Texas, Utah, Wyoming, New Mexico, and Idaho. If the economies in our core markets, or the U.S. economy more generally, experience worsening economic conditions, including industry-specific conditions, we could be materially and adversely affected. Weak economic conditions may be characterized by inflation, fluctuations in debt and equity capital markets, including a lack of liquidity and/or depressed prices in the secondary market for mortgage loans, increased delinquencies on loans, residential and commercial real estate price declines, lower home sales and commercial activity, further or prolonged pressure on energy prices, and high unemployment. The U.S. and our core markets may experience these weak or worsening economic conditions due to the adverse economic effects of natural disasters, severe weather conditions, health emergencies or pandemics, cyberattacks, changes in international trade policies, tariffs, outbreaks of hostilities, terrorism or other geopolitical instabilities. All of these factors would be detrimental to our business. Our business is significantly affected by monetary and related policies of the U.S. federal government, its agencies and GSEs. Changes in any of these policies are influenced by macroeconomic conditions and other factors that are beyond our control and could have a material adverse effect on our financial condition and results of operations.

Interest Rate and Credit Risks

Our business is highly susceptible to credit risk and fluctuations in the value of real estate and other collateral securing such credit.

We are focused on growing our loan portfolio while adhering to our established underwriting standards and self-imposed concentration limits. However, as a lender, we are exposed to the risk that our clients will be unable to repay their loans according to their terms and that the collateral securing the payment of their loans (if any) may not be sufficient to assure repayment. In addition to the risk of borrowers being unable to pay their loans, other risks inherent in making any loan include, if applicable, the period of time over which the loan is repaid, risks relating to proper loan underwriting and guidelines, risks resulting from changes in economic and industry conditions, risks inherent in dealing with individual borrowers and risks resulting from uncertainties as to the future value of collateral. Similarly, we have credit risk embedded in our securities portfolio. Our credit standards, procedures and policies may not prevent us from incurring substantial credit losses.

A significant portion of our loan portfolio is secured by real estate and any deterioration in real estate values or credit quality or elevated levels of non-performing assets would ultimately have a negative impact on the quality of our loan portfolio. Although we require an appraisal of the property whenever we consider making a loan secured by real property, an appraisal is only an estimate of the value of the property at the time the appraisal is made and requires the exercise of a considerable degree of judgment. Subsequently, there is always a risk that the appraisal, due to unforeseen events, may not accurately reflect the amount that may be obtained upon sale or foreclosure of the property. A decline in residential real estate market prices and reduced levels of home sales could adversely affect the value of collateral securing mortgage loans resulting in greater charge-offs in future periods, as well as adversely impact mortgage loan originations and gains on sale of mortgage loans. In addition, a decline in commercial real estate values would likewise adversely affect the value of collateral securing certain commercial loans and result in greater charge-offs in future periods. Financial stress on borrowers as a result of job losses or other factors could have further adverse effects on borrowers that result in higher delinquencies and greater charge-offs in future periods, which could materially and adversely affect us. In addition, with heightened interest rates and inflationary pressures, our clients could be impacted by the rising costs of goods and services in their households and businesses, which may have a negative impact on their ability to repay their loans with us.

From time to time, we may hold a varying amount of OREO as a result of the foreclosure process where we take title to the real estate serving as collateral for our loans. While our OREO portfolio is smaller than it has been in recent years, our OREO 24

Table of Contents balance is subject to change, which could negatively affect our earnings as a result of various expenses associated with OREO, including personnel costs, insurance and taxes, completion and repair costs, valuation adjustments and other expenses or potential environmental liabilities associated with property ownership, as well as funding costs associated with OREO assets.

Like other financial services institutions, our asset and liability structures are monetary in nature. Such structures are affected by a variety of factors, including changes in interest rates, which can impact our earnings, cash flows, and the value of financial instruments held by us and our mortgage business.

Like other financial services institutions, we have asset and liability structures that are monetary in nature and are directly affected by many factors, including domestic and international economic and political conditions, broad trends in business and finance, legislation and regulation affecting the national and international business and financial communities, monetary and fiscal policies, inflation, currency values, market conditions, the availability and terms (including cost) of short-term or long-term funding and capital, the credit capacity or perceived creditworthiness of clients and counterparties and the level and volatility of trading markets. Such factors can impact clients and counterparties of a financial services institution and may impact the value of financial instruments held by a financial services institution.

Our earnings and cash flows largely depend upon the level of our net interest income, which is the difference between the interest income we earn on loans, investments and other interest earning assets, and the interest we pay on interest bearing liabilities, such as deposits and borrowings. Because different types of assets and liabilities may react differently and at different times to market interest rate changes, changes in interest rates can increase or decrease our net interest income. When interest-bearing liabilities increase at a pace exceeding interest earning assets, an increase in interest rates would reduce net interest income. Also, when interest-bearing liabilities mature or reprice more quickly than interest earning assets in a period, an increase in interest rates would reduce net interest income. Similarly, when interest earning assets mature or reprice more quickly, and because the magnitude of repricing of interest earning assets is often greater than interest bearing liabilities, falling interest rates would reduce net interest income.

Accordingly, changes in the level of market interest rates affect our net yield on interest earning assets and liabilities, loan and investment securities portfolios, the value of our servicing rights and our overall results. Interest rates, including mortgage interest rates, are highly sensitive to many factors beyond our control, including general economic conditions, inflation and policies of various governmental and regulatory agencies, particularly the Federal Reserve. Changes in interest rates may also have a significant impact on any future loan origination revenues. Historically, there has been an inverse correlation between the demand for loans and interest rates. Loan origination volume and revenues usually decline during periods of rising or high interest rates and increase during periods of declining or low interest rates. Changes in interest rates also have a significant impact on the carrying value of a significant percentage of the assets, both loans and investment securities, on our balance sheet. We may incur debt in the future and that debt may also be sensitive to interest rates and any increase in interest rates could materially and adversely affect our earnings and financial condition.

Increases in prevailing interest rates have caused and may continue to cause declines in mortgage originations including declines in mortgage refinance activity, which have impacted and may continue to negatively impact our earnings. A prolonged period of elevated or rising interest rates may result in changes in consumer spending, borrowing and savings habits. Such conditions could have adverse effects on our ability to originate mortgage loans due to reduced consumer demand, increased pressure from competing lenders and increased costs, which could impact earnings in the form of reduced interest from fewer mortgages, reduced fees from loan sales and tighter net interest margins.

The value of our mortgage and SBA servicing rights can decline during periods of falling interest rates, and we may be required to take a charge against earnings for the decreased value.

An MSR is the right to service a mortgage loan for a fee. Similarly, an SBA servicing right is the right to service SBA loans sold for a fee. We capitalize servicing rights when we originate mortgage or SBA loans and retain the servicing rights after we sell the loans. We carry servicing rights at the lower of amortized cost or estimated fair value. Fair value is the present value of estimated future net servicing income, calculated based on a number of variables, including assumptions about the likelihood of prepayment by borrowers. Changes in interest rates can affect prepayment assumptions. When interest rates fall, borrowers are more likely to prepay their mortgage loans by refinancing them at a lower rate. As the likelihood of 25

Table of Contents prepayment increases, the fair value of our servicing rights can decrease. Each quarter we evaluate our servicing rights for impairment based on the difference between the carrying amount and fair value, and, if a temporary impairment exists, we establish a valuation allowance through a charge that negatively affects our earnings.

Liquidity and Capital Risks

We may not be able to meet the cash flow requirements of deposit withdrawals and other business needs unless we maintain sufficient liquidity.

We require liquidity to make loans and to repay deposit and other liabilities as they become due or are demanded by clients. We principally depend on checking, savings and money market deposit account balances and other forms of client deposits as our primary source of funding for our lending activities. If a substantial number of our clients withdraw their bank deposits as a result of a decline in overall depositor confidence, an increase in interest rates paid by competitors, general interest rate levels, higher returns being available to clients on alternative investments or general economic conditions, and our deposit levels decrease substantially, our cash on hand may not be able to cover such withdrawals or our other business needs, including amounts necessary to operate and grow our business. Furthermore, advancements in technology allow clients to withdraw or otherwise access funds very quickly, which could create additional demand for liquidity. This could require us to seek third-party funding or other sources of liquidity, such as asset sales. Our access to third-party funding sources, including our ability to raise funds through the issuance of additional shares of our common stock or other equity or equity-related securities, incurrence of debt, or federal funds purchased, may be impacted by our financial strength, performance and prospects and may also be impaired by factors that are not specific to us, such as a disruption in the financial markets or negative views and expectations about the prospects for the financial services industry, all of which may make potential funding sources more difficult to access, less reliable and more expensive. We may not have access to third-party funding in sufficient amounts on favorable terms, or the ability to undertake asset sales or access other sources of liquidity, when needed or at all, which could materially and adversely affect us. While Cambr provides additional liquidity, as well as diversification of our sources of liquidity, increased concentration from program deposits or reliance on the Cambr program could have a material adverse effect on us.

We may want to raise additional capital in the future to support strategic growth initiatives, and such capital may not be available when desired or at all.

As a publicly traded company, a likely source of additional funds, should we desire for growth initiatives or otherwise, is the capital markets, accomplished generally through the issuance of equity, both common and preferred stock, and the issuance of debt. Our ability to raise additional capital, if desired, will depend on, among other things, obtaining and maintaining a favorable rating, conditions in the capital markets at that time, which are outside of our control, and our financial performance.

We cannot provide any assurance that access to such capital will be available to us on acceptable terms or at all. Any occurrence that may limit our access to the capital markets, such as a decline in the confidence of debt purchasers or counterparties participating in the capital markets, may materially and adversely affect our capital costs and our ability to raise capital and, in turn, our liquidity. If we need to raise capital in the future, we may have to do so when many other financial institutions are also seeking to raise capital and would then have to compete with those institutions for investors. The inability to raise additional capital on acceptable terms when needed could have a materially adverse effect on our business, financial condition or results of operations.

Risks from Accounting and Other Estimates

The fair value of our investment securities can fluctuate due to market conditions outside of our control.

We have historically taken a conservative investment strategy with our securities portfolio, with concentrations of securities that are primarily backed by GSEs. A portion of our other securities portfolio is comprised of non-liquid fund investments and direct investments in our fintech partners. Other securities also include direct investments in convertible preferred stock, which is carried at cost. We periodically evaluate our other securities investments for impairment. The results of testing our investments for potential impairment may be adversely affected by a variety of factors, including market conditions, 26

Table of Contents regulatory expectations, general economic conditions and unfavorable changes in the businesses underlying the investments, which may lead to a partial or full impairment of our fintech investments. Impairments or write-downs of these assets may result in charges that adversely affect our results of operations.

We may seek to increase yields through different strategies, which may include a greater percentage of corporate securities and structured credit products. Factors beyond our control can significantly influence the fair value of securities in our portfolio and can cause potential adverse changes to the fair value of these securities. These factors include, but are not limited to, rating agency actions in respect of the securities, defaults by the issuer or with respect to the underlying securities, and changes in market interest rates and instability in the capital markets or an inability of our partners to successfully execute on their strategies. These factors, among others, could cause impairments and realized and/or unrealized losses in future periods and declines in other comprehensive income, which could have a material adverse effect on our results of operations. The process for determining whether a security is impaired usually requires complex, subjective judgments about the future financial performance and liquidity of the issuer and any collateral underlying the security in order to assess the probability of receiving all contractual principal and interest payments on the security.

Our investments in 2UniFi and other fintechs and initiatives subject us to material financial, reputational and strategic risks.

Our investments in various financial technology companies, both directly through our development of 2UniFi (which is included within premises and equipment, net on our balance sheet) and indirectly through passive investments (which are included within other securities on our balance sheet), may have a significant impact on our results of operations or financial condition.

The vision for 2UniFi is an integrated and seamless financial marketplace that will increase access to financial services while reducing the cost of banking services. After several years of development, 2UniFi had its initial launch in 2025 with two essential capabilities for small business owners. Development of further capabilities is needed for the platform to reach its full potential and may require additional investment or a strategic partner.

Additionally, the financial technology companies in which we invest are often early stage companies and have the need for substantial additional capital to support expansion or to achieve or maintain a competitive position. Less established companies tend to have lower capitalization and fewer resources and, therefore, are often more vulnerable to financial failure. These companies may be dependent upon the success of one product or service, a unique distribution channel, or the effectiveness of a manager or management team. The failure of this one product, service or distribution channel, or the loss or ineffectiveness of a key executive or executives within the management team may have a materially adverse impact on such companies, which in turn could adversely impact our investment in 2UniFi or these other passive investments.

The possibility that 2UniFi or the other companies in which we invest will not be able to commercialize their technology or product concept presents a risk that our investment may become impaired. Additionally, although 2UniFi and some of these companies may have a commercially successful product or product line, technology products and services often have a more limited market or life span than products in other industries. Thus, the ultimate success of these companies may depend on their ability to continually innovate in increasingly competitive markets. 2UniFi, as well as most of the companies in which we invest, will require additional capital to satisfy their continuing growth and working capital requirements. With respect to 2UniFi, the Company is continuing to evaluate the allocation of additional capital or other alternative paths, including potential strategic partnerships. With respect to the Company’s passive investments, each round of venture financing is typically intended to provide a company with enough capital to reach the next stage of development. The circumstances or market conditions under which such companies will seek additional capital are unpredictable. It is possible that one or more of such companies will not be able to raise additional financing or may be able to do so only at a price or on terms which are unfavorable.

Additionally, with respect to our passive investments, where we have the ability to exercise significant influence but not control over the operating and financial policies of the investee, such investments are accounted for using the equity method of accounting. Although we are unable to control such companies, where these investments are accounted for under the equity method, we increase or decrease our investment by our proportionate share of the investee’s net income or loss.

Table of Contents Our allowance for credit losses and fair value adjustments may prove to be insufficient to absorb losses inherent in our loan portfolio.

The Company measures its ACL using ASU 2016-13, Measurement of Credit Losses on Financial Instruments. The CECL impairment model requires an estimate of expected credit losses for financial assets measured over the contractual life of an instrument based on historical experience, current conditions and reasonable and supportable forecasts. The standard provides significant flexibility and requires a high degree of judgment in order to develop an estimate of expected lifetime losses. Providing for lifetime losses for our loan portfolio is a change to the previous method of providing allowances for loan losses that are probable and incurred. It may also result in even small changes to future forecasts having a significant impact on the allowance, which could make the allowance more volatile, and regulators may impose additional capital buffers to absorb this volatility.

The determination of the appropriate level of the ACL inherently involves a high degree of subjectivity and requires us to make significant estimates of current credit risks and future trends, all of which may undergo material changes. Changes in economic conditions affecting borrowers, new information regarding our loans, identification of additional problem loans by us and other factors, both within and outside of our control, may require an increase in the ACL. If the real estate markets deteriorate, we expect that we will experience increased delinquencies and credit losses, particularly with respect to construction, land development and land loans. In addition, our regulators periodically review our ACL and may require an increase in the allowance for credit losses or the recognition of further loan charge-offs, based on judgments different than those of management. In addition, if charge-offs in future periods exceed the ACL, we will need additional provisions to increase the allowance for credit losses. Any increases in the ACL will result in a decrease in net income and capital and may have a material adverse effect on our financial condition.

Changes in the assumptions underlying our acquisition method of accounting, including methodology regarding the recording of goodwill as a result of acquisitions, or other significant accounting estimates could affect our financial information and have a material adverse effect on our financial results.

A material portion of our financial results is based on, and subject to, significant assumptions and subjective judgments. As a result of our acquisitions, our financial information is influenced by the application of the acquisition method of accounting, which requires us to make complex assumptions, and these assumptions materially affect our financial results. As such, any financial information generated through the use of the acquisition method of accounting is subject to modification or change. If our assumptions are incorrect and we change or modify our assumptions, it could have a material adverse effect on our profitability or our previously reported financial results. Additionally, a change in our accounting estimates, such as our ability to realize deferred tax assets or the need for a valuation allowance could have a material adverse effect on our financial results.

In addition, we have recognized goodwill as an intangible asset on the balance sheet in connection with several acquisitions. Under current accounting standards, goodwill is not amortized but, instead, is subject to impairment tests on at least an annual basis or more frequently if an event occurs or circumstances change that reduce the fair value of a reporting unit below its carrying value. We evaluate goodwill using a combined qualitative and quantitative impairment approach. A significant and sustained decline in the Company’s stock price and market capitalization, a significant decline in the Company’s expected future cash flows, a significant adverse change in the business climate, slower growth rates or other factors could result in a finding of impairment of goodwill or other intangible assets. If we were to conclude that a future write-down of goodwill or other intangible assets is necessary, then the Company would record the appropriate charge to earnings, which could have material adverse effect on our results of operations or financial condition. 28

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Risks Related to our Operations

A failure in or breach of our security systems or infrastructure, or those of our third-party providers, could result in financial losses to us or in the disclosure or misuse of confidential or proprietary information, including client information, or could trigger further regulatory and financial penalties if we are determined to be non-compliant with evolving privacy and data protection laws. These events could also adversely impact our reputation and have a material adverse effect on our results of operations or financial condition.

We provide our clients with the ability to bank remotely. The secure transmission of confidential information over the internet and other remote channels is a critical element of remote banking.

Our systems and network are subject to ongoing cyber incidents such as unauthorized access, loss or destruction of data, account takeovers, denial of services attacks or general unavailability of service, computer viruses or other malicious code, phishing schemes, ransomware and other similar events. Third parties with whom we do business are also sources of cybersecurity risks. We have spent and may be required to spend additional significant capital and other resources to protect against the threat of security incidents or breaches, or to alleviate problems caused by potential security breaches or viruses. Given the increasingly high volume of our transactions, certain errors may be repeated or compounded before they can be discovered and rectified.

To the extent that our activities or the activities of our clients involve the storage and transmission of confidential information, security breaches and viruses could cause serious negative consequences, including reputational damage, litigation exposure and regulatory scrutiny, and could result in a violation of applicable privacy and data protection laws or other breach reporting obligations. Any inability to prevent security breaches or computer viruses could also cause prospective and existing clients to lose confidence in our systems and could materially and adversely affect us. Our risk and exposure to these matters remain heightened because of the evolving nature and complexity of the threats from organized cybercriminals and hackers, and our plans to continue to provide digital banking products and services to our clients.

Information security risks for financial institutions like us have increased recently in part because of new technologies such as artificial intelligence, the use of the internet and telecommunications technologies (including mobile devices) to conduct financial and other business transactions and the increased sophistication and activities of organized crime, perpetrators of fraud, hackers, terrorists and others. In addition to cyberattacks or other security breaches involving the theft of sensitive and confidential information, hackers have engaged in attacks against large financial institutions, particularly denial of service or ransomware attacks are designed to disrupt key business services, such as client-facing web sites. We are not able to anticipate or implement preventive measures against all security breaches of these types, especially because the techniques used change frequently and can originate from a wide variety of sources. We employ detection and response mechanisms designed to contain and mitigate security incidents, but early detection may be thwarted by sophisticated attacks and malware designed to avoid detection.

We also face risks related to cyberattacks and other security breaches in connection with credit or debit card, including ATM-related, transactions that typically involve the transmission of sensitive information regarding our clients through various third parties, including merchant acquiring banks, payment processors, payment card networks (e.g., Visa, MasterCard) and our third-party processors. Some of these parties have in the past been the target of security breaches and cyberattacks, and because the transactions involve third parties and environments such as the point of sale that we do not control or secure, future security breaches or cyberattacks affecting any of these third parties could impact us through no fault of our own, and in some cases we may have exposure and suffer losses for breaches or attacks relating to them. We also rely significantly on numerous other third-party service providers to conduct other aspects of our business operations and face similar risks relating to them. While many of our agreements with third parties contain indemnification provisions and insurance requirements, we may not be able to recover sufficiently, or at all, under the provisions to offset any losses we may incur from third-party cyber incidents.

We are highly dependent on the internet, cloud technologies and third-party providers. Systems failures or interruptions could have a material adverse effect on our results of operations or financial condition.

Table of Contents Our business is highly dependent on the increasing use of the internet, mobile devices and cloud technologies. Further, we have and will continue to be subject to an increasing risk of operational disruption and information security incidents as a result. These events can arise from a variety of sources, many of which are not under our control because of our reliance on third-party vendors and technology systems and outsourcing services for key processes including data processing, loan servicing and deposit processing; and for key services including internet, and mobile technology. Potential causes for incidents may include human error, electrical or telecommunication outages, software and hardware failures, and malicious activity. Any of these events could cause interruption to the Company’s operations, as well as the operations of our clients. If significant, sustained or repeated, these events could compromise our ability to operate effectively, damage our reputation, result in a loss of client business, and/or subject us to additional regulatory scrutiny and possible financial liability, any of which could have a material adverse effect on our results of operations or financial condition.

Our business may be adversely affected by an increasing prevalence of fraud and other financial crimes.

As a financial institution, we may be the target of fraudulent activity that may result in financial losses to us, our associates or our clients, privacy breaches against our clients or damage to our reputation and regulatory relationships. Such fraudulent activity may take many forms, including account takeovers, check fraud, electronic fraud such as phishing, wire fraud, unauthorized intrusion into or use of our systems, ATM skimming or jackpotting, and other dishonest acts. Nationally, reported incidents of fraud and other financial crimes have increased. In addition, the widespread use of artificial intelligence also has increased potential for fraud and misuse. While we have also experienced losses due to apparent fraud or other crimes, we continue to implement and maintain robust policies, procedures, fraud detection tools, and trainings to prevent such losses. Accordingly, we have had limited losses due to fraud; however, such measures may not be able to prevent significant financial losses as a result of fraudulent activity in the future.

We face significant competition from other financial institutions and financial services providers, both traditional and otherwise, which may materially and adversely affect us.

Consumer and commercial banking is highly competitive. Our markets contain a large number of community and regional banks as well as a significant presence of the country’s largest commercial banks. We compete with other state and national financial institutions, including savings and loan associations, savings banks and credit unions, for deposits and loans. In addition, we compete with financial intermediaries, such as consumer finance companies, mortgage banking companies, securities firms, trust companies, mutual funds and several government agencies, as well as major retailers, in providing various types of loans and other financial services. Furthermore, the industry may become increasingly competitive due to the increasing participation of fintechs in traditional banking activities – or even securing their own bank charters – as well as disruption to the banking industry due to the GENIUS Act. Some of these competitors have a long history of successful operations in our markets, greater ties to local businesses and more expansive banking relationships, as well as better established depositor bases. Some of our competitors also have greater resources and access to capital and possess an advantage by being capable of maintaining numerous banking locations in more convenient sites, operating more ATMs and conducting extensive promotional and advertising campaigns, operating a more developed online banking platform, or otherwise having more expertise with new fintech operations or systems. Competitors may also exhibit a greater tolerance for risk and behave more aggressively with respect to pricing in order to increase their market share. In addition, the effects of disintermediation can also impact the banking business because of the fast-growing body of fintechs that use software to deliver mortgage lending, payment services and other financial services. We expect competition to intensify due to financial institution consolidation, technological and regulatory changes, the emergence of alternative banking services and service providers, and new participants in the industry.

Our ability to compete successfully depends on a number of factors, including, among others:


·		the ability to develop, maintain and build upon long-term client relationships based on quality service, effective and efficient products and services, high ethical standards and safe and sound assets;
·		the scope, relevance and pricing of products and services offered to meet client needs and demands and changes in regulations that impact our products or services;
·		the rate at which we introduce new products and services, including internet-based or other digital services, relative to our competitors;

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·		the ability to attract and retain highly qualified associates to operate our business;
·		the ability to expand our market position;
·		client satisfaction with our level of service;
·		the ability to invest in or leverage new technologies such as artificial intelligence and those relative to our digital banking platform;
·		the ability to operate our business effectively and efficiently; and
·		industry and general economic trends.

An important and growing portion of our business is dependent upon U.S. federal government programs, and we face specific risks associated with originating loans under these programs, such as changes in the requirements to participate in these programs, the impact of budget appropriations and prolonged government shutdowns.

We originate loans under programs administered by U.S. federal agencies, including the SBA and the HUD through FHA insurance programs. Our SBA lending program is an important and growing part of our business and depends on our continued participation in the SBA Preferred Lender Program, which enables our clients to obtain SBA loans without being subject to the potentially lengthy SBA approval process necessary for lenders that are not otherwise SBA Preferred Lenders. The SBA periodically reviews the lending operations of participating lenders to assess, among other things, whether the lender exhibits prudent risk management. If deficiencies are identified, the SBA may require corrective actions or impose sanctions, including revocation of our SBA Preferred Lender status, which could adversely affect our ability to originate SBA loans.

Similarly, our FHA origination and services business requires compliance with applicable HUD and FHA requirements and guidelines. If we were to violate these requirements and guidelines, or other applicable laws, or if the FHA loans we originate show a high frequency of loan defaults, we could be subject to monetary penalties, indemnification claims, or loss of eligibility to participate in FHA programs. Any inability to engage in our commercial FHA or SBA origination and servicing business would lead to a decrease in our net income.

In addition, both SBA and FHA programs are subject to budget appropriations. Disagreement over the U.S. federal budget has caused the U.S. federal government to shut down for periods of time in recent years. Prolonged government shutdowns or funding delays could materially disrupt our ability to originate and service loans under these programs or negatively impact the financial performance of certain clients and their access to certain loan and guaranty programs, which could have a material adverse effect on our business, financial condition and results of operations.

The expanding body of federal, state and local regulation of loan servicing, collections or other aspects of our business may increase the cost of compliance and the risks of noncompliance.

We service the loans held on our balance sheet, and loan servicing is subject to extensive regulation by federal, state and local governmental authorities as well as to various laws and judicial and administrative decisions imposing requirements and restrictions on those activities. The volume of new or modified laws and regulations has increased in recent years and, in addition, some individual municipalities have begun to enact laws that restrict loan servicing activities such as delaying or temporarily preventing foreclosures or forcing the modification of certain mortgages.

Furthermore, various consumer lending laws have been adopted to prohibit or restrict certain practices such as steering borrowers away from more affordable products, repeatedly refinancing loans and making loans without a reasonable expectation that the borrowers will be able to repay the loans irrespective of the value of the underlying property. Despite our efforts to comply with such laws, we may still face liability with respect to our lending and loan investment activities.

These laws increase our cost of doing business, and if regulators impose new or more restrictive requirements, we may incur significant additional costs to comply with such requirements or such requirements may negatively impact our revenues, which may further adversely affect us. Our failure to comply with these laws and regulations could possibly lead to: civil and criminal liability; damage to our reputation in the industry; fines and penalties and litigation, including class action lawsuits; and administrative or regulatory enforcement actions. Any of these outcomes could materially and adversely affect us. There is also uncertainty regarding what legislative or regulatory changes may occur as a result of changes in government 31

Table of Contents leadership resulting from elections, or, if changes occur, the ultimate effect they would have upon our financial condition or results of operations.

We may be required to repurchase mortgage loans or reimburse investors and others as a result of breaches in contractual representations and warranties.

We sell residential mortgage loans to various parties, including GSEs and other financial institutions that purchase mortgage loans for investment or private label securitization. The agreements under which we sell mortgage loans and the insurance or guaranty agreements with the FHA and U.S. Department of Veterans Affairs contain various representations and warranties regarding the origination and characteristics of the mortgage loans, including ownership of the loan, compliance with loan criteria set forth in the applicable agreement, validity of the lien securing the loan, absence of delinquent taxes or liens against the property securing the loan, fraudulent documentation and compliance with applicable origination laws. If any of these items prove defective or insufficient, we may be required to repurchase mortgage loans, indemnify the investor or insurer, or reimburse the investor or insurer for credit losses incurred on loans in the event of a breach of contractual representations or warranties that is not remedied within a period (usually 90 days or less) after we receive notice of the breach. Contracts for mortgage loan sales to the GSEs include various types of specific remedies and penalties that could be applied to inadequate responses to repurchase requests. Similarly, the agreements under which we sell mortgage loans require us to deliver various documents to the investor, and we may be obligated to repurchase any mortgage loan as to which the required documents are not delivered or are defective. We also may see increased rates of repurchase or indemnification demands or indemnification as a result of self-reporting of identified errors in our mortgage loan portfolio. For instance, in 2022, as part of our normal review process, we discovered irregularities in mortgage loan applications in one of our offices that prompted an internal investigation. While we do not expect the matter to materially or adversely affect our business or financial condition or results, certain loan files may still be under review by outside stakeholders.

We establish a mortgage repurchase liability related to the various representations and warranties that reflect management's estimate of losses for loans which we have a repurchase obligation. Our mortgage repurchase liability represents management’s best estimate of the probable loss that we may expect to incur for the representations and warranties in the contractual provisions of our sales of mortgage loans. Because the level of mortgage loan repurchase losses depends upon economic factors, investor demand strategies and other external conditions that may change over the life of the underlying loans, the level of the liability for mortgage loan repurchase losses is difficult to estimate and requires considerable management judgment. If economic conditions and the housing market deteriorate or future investor repurchase demand and our success at appealing repurchase requests differ from past experience, we could experience increased repurchase obligations and increased loss severity on repurchases, requiring additions to the repurchase liability. Furthermore, such breaches in contractual representations and warranties could adversely affect our reputation.

We face risks due to our mortgage banking activities that could negatively impact net income and profitability.

We sell a majority of the mortgage loans that we originate. The sale of these loans generates non-interest income and can be a source of liquidity for the Banks. Diminished demand in the secondary market for the purchase of residential mortgage loans as well as declines in real estate values could result in various issues including:


·		our inability to sell mortgage loans on the secondary market, which could negatively impact our liquidity position;
·		declines in real estate values could decrease the potential of mortgage originations, which could negatively impact our earnings;
·		if it is determined that loans were made in breach of our representations and warranties to the secondary market, we could incur losses associated with the loans;
·		increased compliance requirements could result in higher compliance costs, higher foreclosure proceedings or lower loan origination volume, all which could negatively impact future earnings.

We may face increased risk of claims and litigation relating to our fiduciary responsibilities in connection with our trust and wealth management business.

Services we provide in connection with our trust and wealth management business may require us to act as fiduciaries for our clients and others. Third parties or government agencies may assert claims and take legal action against us pertaining to the 32

Table of Contents performance of our fiduciary responsibilities. If these claims and legal actions are not resolved in a manner favorable to us, we may be exposed to significant financial liability or our reputation could be damaged. Either of these results may adversely impact demand for our products and services or otherwise have an adverse effect on our business, financial condition, results of operations and growth prospects.

Risks Relating to our Growth Strategy

We may not be able to effectively manage our strategic growth or other expansionary activity.

Our expansionary activity, whether through de novo branching, acquisitions (including Vista), organic growth or the implementation of our digital banking strategy, including through the launch of 2UniFi, has placed, and may continue to place, significant demands on our operations and management. The success of our expansionary activity is dependent upon our ability to:


·		continue to implement and improve our operational, credit, financial, legal, management, compliance and other internal risk controls and processes and our reporting systems and procedures in order to manage a growing number of client relationships;
·		implement and scale our 2UniFi platform, Cambr deposit gathering platform and other new technologies;
·		integrate our acquisitions and develop consistent policies throughout the various lines of businesses;
·		attract and retain the client base; and
·		attract and retain management talent.

We may not successfully implement improvements to, or integrate, our management information and control systems, procedures and processes in an efficient or timely manner and may discover deficiencies in existing systems and controls. In particular, our controls and procedures must be able to accommodate an increase in loan volume in various markets and the infrastructure that comes with new banking centers, banks and growth of our client base through our digital banking strategy and our trust and wealth management business. Thus, our growth strategy may divert management from our existing franchises and may require us to incur additional expenditures to expand our administrative and operational infrastructure and, if we are unable to effectively manage and grow our financial services franchise, we could be materially and adversely affected. In addition, if we are unable to manage future expansion in our operations, we may experience compliance and operational problems, have to slow the pace of growth, or have to incur additional expenditures beyond current projections to support such growth, any one of which could materially and adversely affect us.

Failure to keep pace with technological change could adversely affect our business, and our digital growth strategy may subject us to additional operational, strategic, reputational or regulatory risks.

The financial services industry is undergoing rapid technological changes, with frequent introductions of new technology-driven products and services. Our future success will depend, in part, upon our ability to continue to address the needs of our clients by using innovative technologies to provide products and services that will satisfy client demands for convenience and security, as well as to create additional efficiencies in our operations. The implementation of such new technologies may expose us to additional operational, financial, operational, strategic, reputational and regulatory compliance risks.

New technology-driven products and services are rapidly being introduced throughout the financial services industry, often through fintechs. We have made and will continue to make investments in and also partner with third-party fintechs in connection with our digital growth strategy and the digital solution, 2UniFi. Our investments may include companies that may be unseasoned, unprofitable or have no established operating histories or earnings and may lack technical, marketing, financial and other resources and are therefore more vulnerable to financial failure. The innovations these companies develop for utilization by 2UniFi may prove more difficult to successfully integrate into our existing operations. We may be required to employ and maintain qualified personnel as our business expands into new and expanding markets, and we may be required to install additional operational and control systems to manage fraud, operational, legal and regulatory compliance risks. Any failure to successfully manage this integration may adversely affect our timeline for our digital strategy, future financial condition and results of operations. Additionally, new or evolving regulations impacting the companies and technologies we have invested in may impact our digital growth and our ability to satisfy our clients’ demands for digital offerings in the 2UniFi ecosystem. 33

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Integrating Vista may be more difficult, costly or time consuming than expected, and we may fail to realize the anticipated benefits and cost savings of the acquisition.

On January 7, 2026, the Company acquired Vista. The success of the acquisition will depend, in part, on the ability to realize the anticipated cost savings from combining our business with Vista’s business. To realize the anticipated benefits and cost savings from the acquisition, we must successfully integrate and combine our businesses in a manner that permits those cost savings to be realized. If we are not able to successfully achieve these objectives, the anticipated benefits of the acquisition may not be realized fully or at all or may take longer to realize than expected. In addition, the actual cost savings and anticipated benefits of the acquisition could be less than anticipated, and integration may result in additional unforeseen expenses.

It is possible that the integration process could result in the loss of key associates, the disruption of our ongoing business, operational failures, inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with clients, depositors or associates or the inability to achieve the anticipated benefits and cost savings of the acquisition. Integration efforts between the two companies may also divert management attention and resources. These integration matters could have an adverse effect on us for an undetermined period after completion of the acquisition.

Our acquisitions generally will require regulatory approvals and failure to obtain such approvals would restrict our growth plans.

We intend to continue to complement and expand our business by pursuing strategic acquisitions of financial services franchises. Generally, any acquisition of target financial institutions, banking centers or other banking assets by us will require approval by, and cooperation from, a number of governmental regulatory agencies, including the Federal Reserve, the Colorado Division of Banking and the Wyoming Division of Banking. In acting on applications, our banking regulators consider, among other factors:



·		the effect of the acquisition on competition;
·		the financial condition, liquidity, results of operations, capital levels and future prospects of the applicant and the bank(s) involved;
·		the quantity and complexity of previously consummated acquisitions;
·		the managerial resources of the applicant and the bank(s) involved;
·		the convenience and needs of the community, including the record of performance under the CRA; and
·		the effectiveness of the applicant in combating money laundering activities.

Such regulators could deny our application based on the above criteria or other considerations, which would restrict our growth, or the regulatory approvals may not be granted on terms that are acceptable to us. For example, we could be required to sell banking centers as a condition to receiving regulatory approvals, and such a condition may not be acceptable to us or may reduce the benefit of any acquisition. In addition, prior to the submission of an application our regulators could discourage us from pursuing strategic acquisitions or indicate that regulatory approvals may not be granted on terms that would be acceptable to us, which could have the same effect of restricting our growth or reducing the benefit of any acquisitions.

If we are unable to identify and consummate attractive acquisitions, or continue to increase loans through organic loan growth, we may be unable to successfully implement our growth strategy, and our results of operations and financial condition could be materially and adversely affected.

We intend to continue to grow our business through organic loan growth and strategic acquisitions of financial services franchises. Previous availability of attractive acquisition targets may not be indicative of future acquisition opportunities, and we may be unable to identify any acquisition targets that meet our investment objectives. As our acquired loan portfolio is paid down, we expect downward pressure on our income to the extent that the runoff is not replaced with other organically originated loans. As a result of the foregoing, if we are unable to replace loans in our existing portfolio with comparable 34

Table of Contents loans, our results of operations could be materially and adversely affected. Our financial condition could also be materially and adversely affected if we choose to pursue riskier higher-yielding loans that fail to perform.

Projected operating results for businesses acquired by us, inclusive of Vista, may be inaccurate and may vary significantly from actual results. To the extent that we make future acquisitions, we may not be able to realize the value we predict from these assets or make sufficient provision for future losses in the value of, or accurately estimate the future write-downs to be taken in respect of, these assets.

We will generally establish the pricing of transactions and the capital structure of financial services franchises to be acquired by us on the basis of financial projections for such financial services franchises. In general, projected operating results will be based on the judgment of our management team. In all cases, projections are only estimates of future results that are based upon assumptions made at the time that the projections are developed and the projected results may vary significantly from actual results. General economic, political and market conditions can have a material adverse impact on the reliability of such projections. In the event that the projections made in connection with our acquisitions, or future projections with respect to new acquisitions, are not accurate, such inaccuracies could materially and adversely affect us.

Delinquencies and losses in the loan portfolios and other assets we acquire may exceed our initial forecasts developed during our due diligence investigation prior to acquisition and, thus, produce lower returns than we believed our purchase price supported. Furthermore, our due diligence investigation may not reveal all material issues. If, during the diligence process, we fail to identify all relevant issues related to an acquisition, we may be forced to later write down or write off assets, restructure our operations, or incur impairment or other charges that could result in significant losses. Any of these events could materially and adversely affect us. Economic conditions may create an uncertain environment with respect to asset valuations and there is no certainty that we will be able to sell assets or institutions after we acquire them if we determine it would be in our best interests to do so. In addition, there may be limited liquidity for certain asset classes we hold, including commercial real estate and construction and development loans. Any of the foregoing matters could materially and adversely affect us.

Risks Relating to the Regulation of Our Industry

We operate in a highly regulated environment and the laws and regulations that govern our operations, corporate governance, executive compensation and accounting principles, or changes in them, or our failure to comply with them, could materially and adversely affect us.

We are subject to extensive regulation, supervision, executive orders and legislation by federal and state regulators and bodies, that govern almost all aspects of our operations. Intended to protect clients, depositors and the DIF, these laws and regulations, among other matters, prescribe minimum capital requirements, impose limitations on the business activities in which we can engage (including foreclosure and collection practices), limit the dividends or distributions that we can pay, restrict the ability of institutions to guarantee our debt, and impose certain specific accounting requirements on us that may be more restrictive and may result in greater or earlier charges to earnings or reductions in our capital than GAAP. Compliance with laws and regulations, including the effects of the Dodd-Frank Act, can be difficult and costly, and changes to laws and regulations often impose additional compliance costs.

We may face various risks related to the extensive government regulation and supervision of our business, including by our current federal and state regulators, as well as other government entities that may become our regulators in the future. These risks include pending and future laws, executive orders and regulations that may adversely impact our business, as well as supervisory and other actions that may be taken against us by our regulators. The legislative, regulatory and supervisory environment is beyond our control, may change rapidly and unpredictably, and may negatively influence our revenue, costs, earnings, growth, liquidity and capital levels. Our failure to comply with these laws and regulations, or effectively navigate this complex regulatory or supervisory landscape, even if the failure follows good faith effort or reflects a difference in interpretation, could negatively impact our revenues or subject us to restrictions on our business activities, fines and other penalties, or damage to our regulatory ratings, or client perception , any of which could materially and adversely affect us.

We will be subject to increased regulation and regulatory scrutiny now that our total consolidated assets exceed $10 billion, which could impede or delay our ability to execute on our business plans. 35

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Federal law imposes heightened requirements on bank holding companies and depository institutions that exceed $10 billion in total consolidated assets. In addition to its prudential regulator, an insured depository institution with $10 billion or more in total assets is subject to supervision, examination, and enforcement with respect to consumer protection laws by the CFPB. Additionally, other regulatory requirements apply to insured depository institution holding companies and insured depository institutions with $10 billion or more in total consolidated assets, please refer to Part I, Item 1-Supervision and Regulation. Further, deposit insurance assessment rates are calculated differently, and may be higher, for insured depository institutions with $10 billion or more in total consolidated assets.

Debit card interchange fee restrictions set forth in section 1075 of the Dodd-Frank Act, known as the Durbin Amendment, as implemented by regulations of the Federal Reserve, cap the maximum debit interchange fee that an issuer may receive per transaction. Debit card issuers with less than $10 billion in total consolidated assets are exempt from these interchange fee restrictions. The exemption for small issuers ceases to apply as of July 1 of the year following the calendar year in which the issuer’s total consolidated assets exceed $10 billion.

As of December 31, 2025, we had total assets of approximately $9.9 billion; however, with the closing of the acquisition, our assets now exceed $10 billion and will continue to exceed this threshold in 2026. When our assets remain above this threshold for the statutorily required time period, we may – notwithstanding recent actions taken regarding the CFPB – become subject to heightened regulatory and financial impacts as a result of CFPB oversight. We have incurred and will continue to incur additional costs to implement processes, procedures, and monitoring of compliance with these increased regulatory requirements and may lose revenue due to no longer qualifying for the foregoing exemption with respect to debit interchange fees. The effect of any presently contemplated or future changes in the laws or regulations or their interpretations is uncertain, especially with respect to the current administration’s regulatory position. The results or implementation of these changes could be materially adverse to the Company’s investors and its results of operations.

The Federal Reserve may require us to commit capital resources to support our subsidiary banks.

As a matter of policy, the Federal Reserve, which examines us and our subsidiaries, expects a bank holding company to act as a source of financial and managerial strength to a subsidiary bank and to commit resources to support such subsidiary bank. Under the “source of strength” doctrine, the Federal Reserve may require a bank holding company to make capital injections into a troubled subsidiary bank and may charge the bank holding company with engaging in unsafe and unsound practices for failure to commit resources to such a subsidiary bank. In addition, the Dodd-Frank Act directs the federal bank regulators to require that all companies that directly or indirectly control an insured depository institution serve as a source of strength for the institution. Under this requirement, we could be required to provide financial assistance to our subsidiary banks should our subsidiary banks experience financial distress.

A capital injection may be required at times when we do not have the resources to provide it and, therefore, we may be required to borrow the funds or raise additional equity capital from third parties. Any loans by a holding company to its subsidiary bank are subordinate in right of payment to deposits and to certain other indebtedness of the subsidiary bank. In the event of a bank holding company’s bankruptcy, the bankruptcy trustee will assume any commitment by the holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank. Moreover, bankruptcy law provides that claims based on any such commitment will be entitled to a priority of payment over the claims of the holding company’s general unsecured creditors, including the holders of its indebtedness. Any financing that must be done by the holding company in order to make the required capital injection may be difficult and expensive and may not be available on attractive terms, or at all, which likely would have a material adverse effect on our financial condition, our stock price and our ability to pay dividends to our shareholders.

Our ability to execute our capital allocation strategy, including paying dividends or repurchasing shares, is subject to regulatory limitations.

Our ability to declare and pay dividends depends both on the ability of our bank subsidiary to pay dividends to us and on certain federal regulatory considerations, including the guidelines of the Federal Reserve regarding capital adequacy and dividends. Because we are a separate legal entity from our bank subsidiary and we do not have significant operations of our own, any dividends paid by us to our shareholders would have to be paid from funds at the holding company level that are 36

Table of Contents legally available therefor. However, as a bank holding company, we are subject to general regulatory restrictions on the payment of cash dividends. Federal bank regulatory agencies have the authority to prohibit bank holding companies from engaging in unsafe or unsound practices in conducting their business, which depending on the financial condition and liquidity of the holding company at the time, could include the payment of dividends or the repurchase of shares. Additionally, various federal and state statutory provisions limit the amount of dividends that our bank subsidiary can pay to us as its holding company without regulatory approval.

We have pursued a strategy of capital management under which we have sought to deploy capital through stock repurchases and dividends on our common stock, in a manner that is beneficial to our stockholders. Our stockholders are only entitled to receive such dividends as our board of directors may declare in its unilateral discretion. We are not required to pay dividends on, or effect repurchases of, our common stock and may reduce or eliminate our common stock dividend and/or share repurchases after considering, among other things, our historical and projected financial condition, liquidity and results of operations, capital levels, tax considerations, statutory and regulatory prohibitions and other limitations, general economic conditions and other factors deemed relevant by our board of directors. Accordingly, we may not continue paying dividends on, or repurchase shares of, our common stock at current levels or at all. A reduction or discontinuance of dividends on our common stock or our shares repurchases could have a material adverse effect on the market price of our common stock.

The FDIC’s restoration plan for the DIF and any related increased assessment rates could materially and adversely affect us.

The FDIC insures deposits at FDIC-insured depository institutions, such as our subsidiary bank, up to applicable limits. The amount of a particular institution’s deposit insurance assessment is based on that institution’s risk classification under an FDIC risk-based assessment system. An institution’s risk classification is assigned based on its capital levels and the level of supervisory concern the institution poses to its regulators. If current assessments imposed by the FDIC are insufficient for the DIF to meet its funding requirements, there may need to be further special assessments or increases in deposit insurance premiums. We are generally unable to control the amount of premiums that we are required to pay for FDIC insurance. Any future additional assessments, increases or required prepayments in FDIC insurance premiums may materially and adversely affect us, including by reducing our profitability or limiting our ability to pursue certain business opportunities.

Federal and state banking agencies periodically conduct examinations of our business, including compliance with laws and regulations, and our failure to comply with any supervisory actions to which we become subject as a result of such examinations could materially and adversely affect us.

Federal and state banking agencies periodically conduct examinations of our business, including compliance with laws and regulations. If, as a result of an examination, a federal or state banking agency were to determine that the financial condition, capital resources, asset quality, earnings prospects, management, liquidity or other aspects of any of our operations had become unsatisfactory, or that we or our management was in violation of any law or regulation, it may take a number of different remedial actions as it deems appropriate. These actions include the power to enjoin “unsafe or unsound” practices, to require affirmative actions to correct any conditions resulting from any violation or practice, to issue an administrative order or other regulatory enforcement action that can be judicially enforced, to direct an increase in our capital, to restrict our growth, to assess criminal or civil monetary penalties against our officers or directors, to remove officers and directors and, if it is concluded that such conditions cannot be corrected or there is an imminent risk of loss to depositors, to terminate our deposit insurance. If we become subject to such regulatory actions, we could be materially and adversely affected.

We are subject to the CRA and fair lending laws, and failure to comply with these laws could lead to a wide variety of sanctions.

The CRA, the Equal Credit Opportunity Act, the Fair Housing Act and other fair lending laws and regulations impose nondiscriminatory lending requirements on financial institutions. The DOJ and other federal agencies are responsible for enforcing these laws and regulations. A successful challenge to our performance under the CRA or fair lending laws and regulations could result in a wide variety of sanctions, including damages and civil money penalties, injunctive relief, restrictions on mergers and acquisitions activity, and restrictions on expansion activity. In such instance, private parties may also have the ability to challenge our performance under fair lending laws in private class action litigation. Any of these actions could have a material and adverse impact on our business, financial condition and results of operations.

Table of Contents We face a risk of noncompliance and enforcement action with the Bank Secrecy Act and other anti-money laundering statutes and regulations.

The federal Bank Secrecy Act, the USA PATRIOT Act and other laws and regulations require financial institutions, among other duties, to institute and maintain an effective anti-money laundering program and file suspicious activity and currency transaction reports as appropriate. The Federal Financial Crimes Enforcement Network, established by the U.S. Treasury Department to administer the Bank Secrecy Act, is authorized to impose significant civil money penalties for violations of those requirements, and engages in coordinated enforcement efforts with the individual federal banking regulators, as well as the DOJ, Drug Enforcement Administration, and Internal Revenue Service. There is also increased scrutiny of compliance with the rules enforced by the Office of Foreign Assets Control. If our policies, procedures and systems are deemed deficient or the policies, procedures and systems of the financial institutions that we may acquire in the future are deficient, we would be subject to liability, including fines and regulatory actions (such as restrictions on our ability to pay dividends and the necessity to obtain regulatory approvals to proceed with certain aspects of our business plan, including our acquisition plans), which could materially and adversely affect us. Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have serious reputational consequences for us.

General Risk Factors

We depend on our executive officers and key personnel to implement our strategy and the loss of their services could have a material adverse effect on our ability to conduct our business operations.

The execution of our strategy depends in large part on the skills of our executive management team and our ability to motivate and retain these and other key personnel, including key personnel added through mergers and acquisitions. Accordingly, the loss of service of one or more of our executive officers or key personnel could reduce our ability to successfully implement our growth strategy and materially and adversely affect us. Our success also depends on the experience of our banking center managers and relationship managers and on their relationships with the clients and communities they serve. The loss of these key personnel could negatively impact our banking operations.

Tax legislation initiatives or challenges to our tax positions could adversely affect our results of operations and financial condition.

We operate in multiple jurisdictions, and we are subject to tax laws and regulations of the U.S. federal, state and local governments. From time to time, legislative initiatives may be adopted, which may impact our effective tax rate and could adversely affect our deferred tax assets, tax positions and/or our tax liabilities. In addition, U.S. federal, state and local tax laws and regulations are extremely complex and subject to varying interpretations. There can be no assurance that our historical tax positions will not be challenged by relevant tax authorities or that we would be successful in defending our positions in connection with any such challenge.

Table of Contents Item 1B. UNRESOLVED STAFF COMMENTS .

None

Item 1C. CYBERSECURITY.

Risk Management and Strategy

Our risk management program is designed to identify, assess, manage, and mitigate risks across various aspects of our Company, including, but not limited to, financial, operational, regulatory, and legal. Cybersecurity is a critical component of this program, given the increasing reliance on technology and potential of cyber threats.

The Company’s cybersecurity risk management program is designed to ensure the Company’s data, information systems, networks and devices are appropriately protected from a variety of threats and that our third parties with access to the Company’s data take similar precautions. The Company’s cybersecurity risk management program consists of a layered cybersecurity approach and is organized pursuant to prevailing guidance such as the Federal Financial Institutions Examination Council, including its underlying handbooks and assessment tools, and incorporates guidance issued by the National Institute of Standards and Technology and the Cybersecurity Infrastructure and Security Agency. Regular risk assessments are conducted to validate control requirements and ensure that the Company’s information is protected at a level commensurate with its sensitivity and value. Preventative and detective security controls are employed on all media where information is stored, the systems that process it, and infrastructure components that facilitate its transmission to ensure the confidentiality, integrity, and availability of Company information. These controls include, but are not limited to, access control, data encryption, data loss prevention, incident response, security monitoring, third-party risk management, and vulnerability management.

The Company’s cybersecurity risk management program and strategy are regularly assessed by consultants, regulatory authorities, and external auditors. The Company’s Enterprise Risk Management department also plays a crucial role in monitoring the program by internally conducting regular cyber maturity assessments. Cybersecurity processes are adjusted as needed based on the information gathered from these internal and external assessments to ensure that the program is aligned with the Company’s business objectives, is designed to address evolving cybersecurity threats, satisfies regulatory requirements, and conforms with industry standards.

The Company, through its Enterprise Risk Management, Enterprise Technology, and Internal Audit departments, actively maintains and monitors various systems, controls and surveillance measures that are intended to mitigate cybersecurity risks including:

●	Layered security controls monitoring traffic to and within the Company that identify and block suspicious activity, with system configurations that align with industry best practices.
●	Preventative and detective controls to identify adverse internal and external trends and analyze the Company’s response mechanisms.
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●	Annual network and penetration testing by reputable third parties to evaluate the Company’s suite of security controls and tools and identify potential vulnerabilities.
---	---
●	Regular cybersecurity and information security awareness training for associates, supplemented with recurring social engineering tests.
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●	Conducting regular cyber maturity assessments to ensure the Company is prepared to manage and respond to cybersecurity threats.
---	---
●	An incident response plan that outlines the steps the Company will take to respond to a cybersecurity incident, which is tested on a periodic basis.
---	---
●	Recurring audit and oversight of all critical third parties within the Company’s digital ecosystem to identify risks and adverse trends and monitor their compliance with our cybersecurity requirements.
---	---
●	Use of external subject matter experts to provide threat intelligence and updates on trends and emerging schemes.
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●	Annual risk and self-assessments against established industry frameworks to ensure best practices are in place and the Company’s risk assessment continues to evolve.
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●	Carrying out regular trainings and tests, including phishing simulation tests, to ensure the Company’s associates remain vigilant with regards to cybersecurity threats.
●	Annual testing from a business continuity perspective, including annual business impact analysis reviews, annual testing of all critical departments, systems and third parties, and established back-up, replication, and restoration to help ensure continuity of operations.<br>
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Our internal systems, processes, and controls are designed to mitigate loss from cyberattacks and, if necessary, remediate any potential damage. While we have experienced cybersecurity incidents in the past, to date, risks from cybersecurity threats have not materially affected the Company’s business, financial condition, and results of operations. However, the sophistication of cyber threats continues to increase, and the Company’s cybersecurity risk management and strategy may be insufficient or may not be successful in protecting against all cyber incidents. Accordingly, no matter how well designed or implemented the Company’s controls are, it will not be able to anticipate all cybersecurity breaches, and it may not be able to implement effective preventive measures against such security breaches in a timely manner. For more information on how cybersecurity risk may materially affect the Company’s business strategy, results of operations or financial condition, please refer to Part 1, Item 1A-Risk Factors.

Governance

The Company’s Board of Directors is charged with overseeing the establishment and execution of the Company’s Risk Management program and monitoring adherence to related policies required by applicable statutes, regulations and principles of safety and soundness. Consistent with this responsibility, the Board has delegated primary oversight responsibility over the Company’s risk management program, including oversight of cybersecurity risk management, to the Audit & Risk Committee of the Board.

The Company’s Chief Risk Management Officer reports directly to the CEO and chairs the Company’s management-level Enterprise Risk Management Committee, through which the Company’s executive team manages and oversees the Company’s entire risk management program, including cybersecurity risk management. In addition, the Company’s CISO reports directly to the Chief Risk Management Officer and works in tandem with the Company’s Enterprise Technology Department. The Enterprise Technology department is responsible for the Company’s information systems and for building and maintaining cybersecurity defenses within the Company’s technology systems. The Company’s CTO reports directly to the CEO and leads the Enterprise Technology Department. Collectively, the Enterprise Technology and Enterprise Risk Management Departments work together to oversee the day-to-day management and implementation of the Company’s cybersecurity risk management program.

The Company’s Internal Audit Department, including third parties engaged by Internal Audit, evaluate the overall effectiveness of the Bank’s cybersecurity risk management strategy which is reported to the Audit & Risk Committee of the Board. In addition, the Enterprise Technology and Enterprise Risk Management Departments provide reports to the Audit & Risk Committee of the Board discussing items such as the Departments’ efforts to prevent, detect, mitigate, and potentially remediate cybersecurity risks, cybersecurity status updates, and current cybersecurity trends in the banking industry. Finally, the Company’s Board participates in training at least annually on the Directors’ role in managing cybersecurity risks.

The Company’s CISO has over 15 years of prior work experience, which includes managing information security and operational risk, developing cybersecurity strategy and incident responses, implementing effective information and cybersecurity programs, preventing fraud and social engineering, and ensuring business continuity and proper third-party management. The Company’s CTO has over 25 years of prior work experience in cybersecurity and data center management and design, 16 years of which has been devoted to the financial and banking sectors. The Enterprise Technology Department is comprised of a team of subject matter experts in security operations, network architecture, cyber and information security governance and cybersecurity/network operations.

Item 2. PROPERTIES .

Our principal executive offices are located in the Denver Tech Center area immediately south of Denver, Colorado and cover approximately 47,000 square feet. We also have approximately 57,000 square feet of office and operations space in Kansas City, Missouri. At December 31, 2025, we operated 36 banking centers in Colorado, 21 in Missouri, 11 in Kansas, eight in 40

Table of Contents Wyoming, seven in Utah, two in Texas, four in New Mexico and two in Idaho. Of these banking centers, 66 were owned and 25 locations were leased.

Item 3. LEGAL PROCEEDINGS .

From time to time, we are a party to various litigation matters incidental to the conduct of our business. We do not believe that any of our pending legal proceedings, individually or in the aggregate, will have a material adverse effect on our business, prospects, financial condition, results of operations or liquidity.

Item 4. MINE SAFETY DISCLOSURES .

None.

PART I I

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTER S AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market for Registrant’s Common Equity

Shares of the Company’s common stock are traded on the New York Stock Exchange under the symbol “NBHC.” The Company had 443 shareholders of record as of February 19, 2026. Management estimates that the number of beneficial owners is significantly greater.

Table of Contents Performance Graph

The following graph presents a comparison of the Company’s performance to the indices named below. It assumes $100 invested on December 31, 2020, with dividends invested on a total return basis.


	Period Ending
Index	12/31/20	12/31/21	12/31/22	12/31/23	12/31/24	12/31/25
NBHC	100.00	137.05	134.10	122.26	145.60	132.58
KBW Regional Banking Index	100.00	136.65	127.19	126.69	143.42	152.74
Russell 2000 Index	100.00	114.78	91.30	106.71	119.00	134.23

Table of Contents Issuer Repurchases

The following table sets forth information about our repurchases of our common stock during the fourth quarter of 2025:


						Maximum
					Total number of	approximate dollar
					shares purchased	value of shares
					as part of publicly	that may yet be
		Total number	Average price		announced plans	purchased under the
Period		of shares purchased	paid per share		or programs	plans or programs^(2)^
October 1 - October 31, 2025^(1)^		5,965	$	37.54	—	$	36,965,883
November 1 - November 30, 2025		57,495		36.99	57,495		34,839,070
December 1 - December 31, 2025		—		—	—		34,839,070
Total		63,460		37.04	57,495

---	---	---
(1)		Represents shares purchased pursuant to the Company’s stock incentive plans at the then current market value in satisfaction of stock option exercise prices, settlements of restricted stock and tax withholdings.
(2)		On May 9, 2023, the Company announced a program to repurchase up to $50.0 million of the Company’s common stock from time to time in either the open market or through privately negotiated transactions in accordance with applicable regulations of the SEC, as authorized by the Board of Directors. During the three months ended December 31, 2025, the Company repurchased 57,495 shares of common stock for $2.1 million at a weighted average price per share of $36.99. The remaining authorization under the 2023 program as of December 31, 2025 was $34.8 million. No time limit had been set for completion of the program as of December 31, 2025. On January 27, 2026, the Company announced that its Board of Directors authorized a new stock repurchase program under which the Company may repurchase up to $100.0 million of its Common Stock from time to time in the open market or in privately negotiated transactions in accordance with applicable regulations of the Securities and Exchange Commission. This new program replaces in its entirety the stock repurchase program that was authorized by the Board of Directors on May 9, 2023.

Item 6. [RESERVED]

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Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following management’s discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes as of and for the years ended December 31, 2025, 2024, and 2023, and with the other financial and statistical data presented in this annual report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions that may cause actual results to differ materially from management’s expectations. Factors that could cause such differences are discussed in the section entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” and should be read herewith.

Management’s discussion focuses on 2025 results compared to 2024. For a discussion of 2024 results compared to 2023, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

All amounts are in thousands, except share and per share data, or as otherwise noted.

Overview

Our focus is on building relationships by creating a win-win scenario for our clients and our Company. We believe in providing solutions and services to our clients that are based on fairness and simplicity. We have established a solid financial services franchise with a sizable presence for deposit gathering and building client relationships necessary for growth. We have executed on strategic acquisition opportunities to expand our presence in attractive markets and to diversify our revenue streams. Additionally, we are innovating through 2UniFi with the goal of delivering a comprehensive digital financial ecosystem for our clients. We are focused on providing small- and medium-sized businesses with alternative digital access to address borrowing, depository and cash management needs, while also providing information management and access to digital payment tools, under the safety of a regulated bank. We believe that our established presence in our core markets of Colorado, the greater Kansas City region, Texas, Utah, Wyoming, New Mexico and Idaho, as well as our ongoing investment in digital solutions and strategic acquisitions, position us well for growth opportunities. As of December 31, 2025, we had $9.9 billion in assets, $7.4 billion in loans, $8.3 billion in deposits, $1.4 billion in equity and $1.3 billion in assets under management in our trust and wealth management business.

Operating Highlights

Strategic execution


●		The Company closed the acquisition of Vista on January 7, 2026, which further strengthens the Company’s presence in Texas, acquiring banking centers in Dallas-Ft. Worth, Austin, and Lubbock, as well as one banking center in Palm Beach, Florida. At December 31, 2025, Vista held $2.5 billion in total assets, $1.9 billion in loans and $2.2 billion in deposits. The aggregate consideration paid at the time of acquisition was $377.7 million, consisting of $89.0 million in cash with the remainder paid in 7.3 million shares of NBHC common stock, based on the closing price of $39.51 on January 6, 2026. The system conversion for this transaction will be completed during the third quarter of 2026.
●		At December 31, 2025, common book value per share was $36.67. Tangible common book value per share increased $2.52, or 10.0%, to $27.80, during the year ended December 31, 2025, primarily driven by the year’s earnings.
●		In July 2025, the Company launched the initial phase of 2UniFi, an innovative financial ecosystem built to empower business entrepreneurs with treasury management depository capabilities and a streamlined SBA loan offering. In conjunction with the continued investment in the 2UniFi buildout, the Company incurred $21.6 million and $13.0 million of non-interest expense during the years ended December 31, 2025 and 2024, respectively, primarily within salaries and benefits, occupancy and equipment, and professional fees.
●		During the year ended December 31, 2025, the Company repurchased 416,795 shares of common stock for $15.2 million at a weighted average price per share of $36.40 as part of our capital strategy.
●		The Company prudently manages liquidity and maintains a profile focused on core deposits and stable, long-term and diversified funding sources, including access to Cambr platform deposits. The Company maintains an investment portfolio with a short average duration and targets a neutral interest rate position.

Table of Contents Profitability and returns


●		Net income totaled $109.6 million, or $2.85 per diluted share, for the year ended December 31, 2025, compared to net income of $118.8 million, or $3.08 per diluted share, for the year ended December 31, 2024. During the year ended December 31, 2025, acquisition-related expenses totaled $7.2 million. During 2025 and 2024, the Company sold $57.8 million and $132.1 million, respectively, of AFS investment securities on the open market as part of the Company’s strategic balance sheet management resulting in pre-tax losses of $3.3 million and $6.6 million, respectively. Adjusting for the items above, net income totaled $117.6 million and $123.9 million, and diluted earnings per share totaled $3.06 and $3.22 during the years ended December 31, 2025 and 2024, respectively.
●		Pre-provision net revenue FTE totaled $159.3 million and $159.1 million for the years ended December 31, 2025 and 2024, respectively. Adjusting for acquisition-related expenses in 2025 and the loss on AFS security sales included in 2025 and 2024, pre-provision net revenue FTE increased $4.1 million, or 2.5%, to $169.8 million for the year ended December 31, 2025, compared to 2024.
●		The return on average assets totaled 1.11% and 1.20% for the years ended December 31, 2025 and 2024, respectively. Adjusting for acquisition-related expenses in 2025 and the loss on AFS security sales, the return on average tangible assets for the years ended December 31, 2025 and 2024 totaled 1.30% and 1.36%, respectively.
●		The return on average equity was 8.08% and 9.41% for the years ended December 31, 2025 and 2024, respectively. Adjusting for acquisition-related expenses in 2025 and the loss on AFS security sales, the return on average tangible common equity totaled 12.15% and 14.20% for the years ended December 31, 2025 and 2024, respectively.

Loan portfolio


●		Loans totaled $7.4 billion at December 31, 2025, compared to $7.8 billion at December 31, 2024.
●		During the year ended December 31, 2025, the Company generated loan fundings totaling $1.6 billion, including $591.0 million during the fourth quarter of 2025, with a weighted average new loan origination rate of 6.4% during the fourth quarter of 2025.
●		The Company maintained a conservatively structured loan portfolio represented by diverse industries and concentrations with industry sector concentrations at 15% or less of total loans and all concentration levels remain well below our self-imposed limits.
●		Non-owner occupied CRE loans, which are comprised of multiple industry sectors, were 127.1% of the Company’s risk based capital, or 21.3% of total loans, and no specific property type comprised more than 7.0% of total loans at December 31, 2025.
●		The Company maintains a low level of non-owner occupied CRE retail properties and office properties. Including available credit, non-owner occupied CRE retail properties and office properties comprised 1.9% and 1.2% of total loans, respectively, at December 31, 2025.
●		Multifamily loans totaled $298.5 million, or 4.0% of total loans as of December 31, 2025.
●		We do not originate high-dollar non-amortizing or balloon payment mortgage loans to our clients.

Credit quality


●		Allowance for credit losses totaled 1.18% of total loans at December 31, 2025, compared to 1.22% at December 31, 2024.
●		The Company continued to prudently manage credit risk in 2025, further strengthening our credit profile. Non-performing loans improved 12 basis points to 0.34% of total loans at December 31 2025, compared to 0.46% at December 31, 2024.
●		Criticized loans decreased $70.4 million, or 18.3%, to $314.3 million as of the year ended December 31, 2025, compared to 2024.
●		Provision expense for credit losses totaled $17.8 million and $6.8 million during the years ended December 31, 2025 and 2024, respectively.
●		Net charge-offs of $25.2 million and $9.8 million were recorded during 2025 and 2024, respectively. Net charge-offs to average total loans totaled 0.34% and 0.13% for 2025 and 2024, respectively.

Table of Contents Deposits

		.9
●		Average total deposits totaled $8.2 billion and $8.3 billion for the years ended December 31, 2025 and 2024, respectively.
●		Average transaction deposits totaled $7.1 billion and $7.3 billion for the years ended December 31, 2025 and 2024, respectively.
●		The mix of transaction deposits to total deposits was 86.1% and 87.6% at December 31, 2025 and 2024, respectively.
●		Cost of deposits improved 21 basis points to 2.02% during the year ended December 31, 2025, as a result of our disciplined deposit pricing over the last 12 months as the FRB lowered rates.
●		Approximately 76% of our deposits were FDIC insured as of December 31, 2025.

Liquidity

		.9
●		On-balance sheet liquidity totaled $884.0 million as of December 31, 2025 and was comprised of $417.1 million of cash and $466.9 million of unencumbered investments.
●		Liquidity is monitored and managed to ensure that sufficient funds are available on demand to meet our business needs. At December 31, 2025, the Company’s available secured and committed borrowing capacity at the FHLB and FRB totaled $3.0 billion. The Company also accesses a variety of other short-term and long-term unsecured funding sources, which include access to Cambr platform deposits, multiple brokered deposit platform options and lines of credit.
●		Our investment securities portfolio has a short average duration and is largely backed by U.S. government agencies or GSEs, which we believe mitigates the risk of material losses. Regarding the fair value of investment securities, our accumulated other comprehensive loss does not have a material impact on our capital position.
●		The ratio of total shareholders’ equity to total assets was 14.0% at December 31, 2025, compared to 13.3% at December 31, 2024. Our tangible common equity capital ratio, which includes the accumulated other comprehensive loss, totaled 11.0% at December 31, 2025, compared to 10.2% at December 31, 2024.

Revenues


●		Net interest income FTE increased $3.9 million to $356.4 million during the year ended December 31, 2025, compared to $352.5 million for 2024.
●		The net interest margin FTE expanded nine basis points to 3.94% for the year ended December 31, 2025, compared to 2024, driven by a 22 basis point improvement in the cost of funds and partially offset by a 13 basis point decrease in earning asset yields. The cost of funds was 2.05% for the year ended December 31, 2025, compared to 2.27% for the year ended December 31, 2024.
●		During the year ended December 31, 2025, non-interest income increased $6.3 million, or 10.3%, to $67.6 million, compared to the prior year. The Company executed strategic balance sheet actions in both 2025 and 2024, which resulted in security sale losses of $3.3 million and $6.6 million, in the respective periods. Excluding these items, non-interest income increased $3.1 million primarily driven by $3.9 million of unrealized gains on partnership investments, a $0.9 million increase in gains on sales of previously consolidated banking center properties, and a $0.8 million increase in trust income. These increases were partially offset by decreases in SBA loan sale gains and swap fee income.

Expenses


●		During the year ended December 31, 2025, non-interest expense totaled $264.6 million, which included $7.2 million of expenses from the Vista acquisition, compared to non-interest expense of $254.6 million in the prior year. Excluding the acquisition-related expenses, which are primarily professional fees, the current year non-interest expense totaled $257.5 million. Occupancy and equipment expense increased $5.9 million, primarily driven by the 2UniFi capitalized asset depreciation in connection with the launch of 2UniFi in the third quarter of 2025. This increase was partially offset by a $4.1 million improvement in other non-interest expense resulting from diligent expense management.

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●		The FTE efficiency ratio, excluding other intangible assets amortization and adjusted for acquisition-related expenses and loss on security sales, improved 0.26% to 58.43% during the year ended December 31, 2025, compared to 58.69% during the year ended December 31, 2024.
●		Income tax expense totaled $24.1 million during the year ended December 31, 2025, compared to $26.4 million during the year ended December 31, 2024. The effective tax rate for the year ended December 31, 2025 was 18.0%, compared to 18.2% for the year ended December 31, 2024.

Capital


●		The Company paid dividends of $1.20 per common share during the year ended December 31, 2025, and declared a quarterly dividend of $0.32 per common share during the first quarter of 2026.
●		On January 27, 2026, the Company’s Board of Directors authorized a new stock repurchase program under which the Company may repurchase up to $100.0 million of the Company’s stock. This new program replaces the old stock repurchase program approved in May of 2023 in its entirety.
●		Capital ratios continue to be well in excess of federal bank regulatory agency “well capitalized” thresholds. At December 31, 2025, our consolidated tier 1 leverage ratio was 11.56%, and our consolidated common equity tier 1 and tier 1 risk based capital ratios were 14.89%.

Key Challenges

Macroeconomic pressures have resulted in volatility and uncertainty in the banking industry and many other industries. The prolonged elevated interest rate environment is drawing increased scrutiny on financial institutions. Liquidity within the financial services sector remains tight, and we expect the intense competition for deposits throughout our markets to continue. While these are widespread challenges for the banking industry, the Company has not experienced a material impact to our financial condition, operations, client base, liquidity, capital position or risk profile.

Additionally, we face continual challenges implementing our business strategy. These include growing our assets, particularly loans, and deposits amidst intense competition, changing interest rates, adhering to changes in the regulatory environment and identifying and consummating disciplined acquisition and other expansionary opportunities in a very competitive and inflationary environment. We will continue to make investments in our digital growth strategy and our digital financial ecosystem 2UniFi, and may also seek to partner with third parties to accelerate growth. 2UniFi may prove difficult to successfully scale and may require additional operational and control systems to manage fraud, cybersecurity, operational, legal and compliance risks.

Future growth in our interest income will ultimately be dependent on our ability to originate high-quality loans and source other high-quality earning assets such as investment securities as well as our ability to access liquidity and manage our cost of funds. During the year ended December 31, 2024, the Federal Reserve decreased the prevailing interest rates by a total of 100 basis points, and, during 2025, the Federal Reserve decreased the prevailing interest rates by 75 basis points. While further cuts remain unclear, our future earnings will be impacted by the Federal Reserve’s future interest rate policy decisions. Management employs risk management policies to monitor and limit exposure to changes in market rates, which is discussed in more detail in the Asset/Liability Management and Interest Rate Risk section of Management’s Discussion and Analysis.

Summary of Selected Historical Consolidated Financial Data

The following table sets forth a summary of selected historical financial information derived from our audited consolidated financial statements as of and for the five years ended December 31, 2025. This information should be read together with the related notes thereto included elsewhere in this annual report. Such information is not necessarily indicative of anticipated future results. All amounts are presented in thousands, except share and per share data, or as otherwise noted. 47

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Consolidated Statements of Financial Condition Data:


		December 31,		December 31,		December 31,		December 31,		December 31,
		2025		2024		2023		2022		2021
Cash and cash equivalents		$	417,058	$	127,848	$	190,826	$	195,505	$	845,695
Investment securities available-for-sale (at fair value)			528,639		527,547		628,829		706,289		691,847
Investment securities held-to-maturity			651,732		533,108		585,052		651,527		609,012
Other securities			80,634		76,462		90,477		89,049		50,740
Loans^(1)^			7,433,356		7,751,143		7,698,758		7,220,469		4,513,383
Allowance for credit losses			(87,415)		(94,455)		(97,947)		(89,553)		(49,694)
Loans, net			7,345,941		7,656,688		7,600,811		7,130,916		4,463,689
Loans held for sale			25,695		24,495		18,854		22,767		139,142
Other real estate owned			1,674		662		4,088		3,731		7,005
Premises and equipment, net			214,554		196,773		162,733		136,111		96,747
Goodwill and other intangible assets, net			354,380		364,475		372,068		339,019		127,349
Other assets			263,211		299,635		297,326		298,329		182,785
Total assets		$	9,883,518	$	9,807,693	$	9,951,064	$	9,573,243	$	7,214,011
Deposits		$	8,292,634	$	8,237,893	$	8,190,391	$	7,872,626	$	6,228,173
Long-term debt, net			54,540		54,511		54,200		53,890		39,478
Other liabilities			151,230		210,214		493,666		554,525		106,254
Total liabilities			8,498,404		8,502,618		8,738,257		8,481,041		6,373,905
Total shareholders’ equity			1,385,114		1,305,075		1,212,807		1,092,202		840,106
Total liabilities and shareholders’ equity		$	9,883,518	$	9,807,693	$	9,951,064	$	9,573,243	$	7,214,011

---	---	---
(1)		Total loans are net of unearned discounts and deferred fees and costs.

Table of Contents Consolidated Statements of Operations Data:


		As of and for the years ended
		December 31,			December 31,		December 31,		December 31,		December 31,
		2025			2024		2023		2022		2021
Interest income		$	519,774		$	538,268	$	495,415	$	284,688	$	200,965
Interest expense			171,269			192,880		133,464		17,853		13,821
Net interest income			348,505			345,388		361,951		266,835		187,144
Provision expense (release) for credit losses			17,800			6,755		8,295		36,729		(9,293)
Net interest income after provision for credit losses			330,705			338,633		353,656		230,106		196,437
Non-interest income			67,566			61,231		63,917		67,312		110,364
Non-interest expense			264,642			254,617		241,971		211,234		191,830
Income before income taxes			133,629			145,247		175,602		86,184		114,971
Income tax expense			24,055			26,432		33,554		14,910		21,365
Net income		$	109,574		$	118,815	$	142,048	$	71,274	$	93,606

Adjusted net income (non-GAAP)^(1)^		$	117,622		$	123,863	$	142,048	$	99,577	$	93,606

Share Information:
Earnings per share, basic		$	2.86		$	3.10	$	3.74	$	2.20	$	3.04
Earnings per share, diluted			2.85			3.08		3.72		2.18		3.01
Adjusted earnings per share - diluted (non-GAAP)^(1)^			3.06			3.22		3.72		3.05		3.01
Dividends paid			1.20			1.12		1.04		0.94		0.87
Book value per share			36.67			34.29		32.10		29.04		28.04
Tangible common book value per share^(2)^			27.80			25.28		22.77		20.63		24.33
Total shareholders’ equity to total assets			14.01%			13.31%		12.19%		11.41%		11.65%
Tangible common equity to tangible assets^(2)^			11.00%			10.16%		8.96%		8.38%		10.26%
Weighted average common shares outstanding, basic			37,964,059			38,212,304		37,937,579		32,360,005		30,727,566
Weighted average common shares outstanding, diluted			38,091,014			38,419,125		38,111,208		32,680,932		31,068,159
Common shares outstanding			37,772,516			38,054,482		37,784,851		37,608,519		29,958,764

---	---	---	---	---
(1)		Represents a non-GAAP financial measure. See non-GAAP reconciliation on page 52.
(2)		Tangible book value per share and tangible common equity to tangible assets are non-GAAP financial measures. We believe that the most directly comparable GAAP financial measures are book value per share and total shareholders’ equity to total assets. See the reconciliation under “About Non-GAAP Financial Measures.”

Table of Contents Key Metrics


		As of and for the years ended
		December 31,		December 31,		December 31,		December 31,		December 31,
		2025		2024		2023		2022		2021
Return on average assets			1.11%		1.20%		1.45%		0.91%		1.33%
Return on average tangible assets^(1)^			1.22%		1.30%		1.57%		0.95%		1.37%
Return on average tangible assets, adjusted^(1)(2)^			1.30%		1.36%		1.57%		1.32%		1.37%
Return on average equity			8.08%		9.41%		12.29%		7.88%		11.06%
Return on average tangible common equity^(1)^			11.36%		13.65%		18.23%		9.91%		12.87%
Return on average tangible common equity, adjusted^(1)(2)^			12.15%		14.20%		18.23%		13.75%		12.87%
Loan to deposit ratio (end of period)^(3)^			89.64%		94.09%		94.00%		91.72%		72.47%
Non-interest bearing deposits to total deposits (end of period)			26.58%		26.87%		28.83%		39.82%		40.24%
Net interest margin^(4)^			3.85%		3.77%		4.01%		3.65%		2.87%
Net interest margin FTE^(4)(5)^			3.94%		3.85%		4.08%		3.73%		2.95%
Interest rate spread FTE^(5)(6)^			3.06%		2.87%		3.26%		3.54%		2.79%
Yield on earning assets^(7)^			5.74%		5.88%		5.49%		3.90%		3.08%
Yield on earning assets FTE^(5)(7)^			5.83%		5.96%		5.56%		3.97%		3.16%
Cost of funds			2.05%		2.27%		1.58%		0.26%		0.23%
Cost of deposits			2.02%		2.23%		1.37%		0.22%		0.23%
Non-interest income to total revenue FTE^(5)(8)^			15.94%		14.80%		14.80%		19.82%		36.46%
Efficiency ratio			63.61%		62.62%		56.82%		63.22%		64.48%
Efficiency ratio excluding other intangible assets amortization, adjusted FTE^(2)(5)^			58.43%		58.69%		54.31%		57.07%		62.99%
Pre-provision net revenue FTE^(1)(5)^		$	159,295	$	159,096	$	189,996	$	128,425	$	110,839
Pre-provision net revenue FTE, adjusted^(1)(2)(5)^			169,799		165,678		189,996		143,492		110,839

Total Loans Asset Quality Data^(3)(9)(10)^
Non-performing loans to total loans			0.34%		0.46%		0.37%		0.23%		0.24%
Non-performing assets to total loans and OREO			0.36%		0.47%		0.42%		0.28%		0.39%
Allowance for credit losses to total loans			1.18%		1.22%		1.27%		1.24%		1.10%
Allowance for credit losses to non-performing loans			350.90%		262.42%		346.99%		542.35%		458.77%
Net charge-offs to average loans			0.34%		0.13%		0.02%		0.03%		0.03%

---	---	---
(1)		Represents a non-GAAP financial measure. See non-GAAP reconciliations below.
(2)		Ratios are adjusted for acquisition-related expenses during 2025 and loss on security sales in 2025 and 2024. See non-GAAP reconciliation below.
(3)		Total loans are net of unearned discounts and fees.
(4)		Net interest margin represents net interest income, including accretion income on interest earning assets, as a percentage of average interest earning assets.
(5)		Presented on an FTE basis using the statutory rate of 21% for all periods presented. The taxable equivalent adjustments included above are $7,866, $7,094, $6,099, $5,512 and $5,161 for the years ended December 31, 2025, 2024, 2023, 2022 and 2021, respectively.
(6)		Interest rate spread represents the difference between the weighted average yield on interest earning assets, including FTE income, and the weighted average cost of interest bearing liabilities. Ratio represents non-GAAP financial measure.
(7)		Interest earning assets include assets that earn interest/accretion or dividends. Any market value adjustments on investment securities or loans are excluded from interest-earning assets.
(8)		Non-interest income to total revenue represents non-interest income divided by the sum of net interest income FTE and non-interest income.
(9)		Non-performing loans consist of non-accruing loans.
(10)		Non-performing assets include non-performing loans and OREO.

Table of Contents

About Non-GAAP Financial Measures

Certain financial measures and ratios presented are supplemental measures that are not required by, or are not presented in accordance with, U.S. 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 operational decision making and useful in evaluating period-to-period comparisons. We believe that these non-GAAP financial measures provide meaningful supplemental information regarding our performance by excluding certain expenditures or assets that we believe are not indicative of our primary business operating results. We believe that management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting, analyzing and comparing past, present and future periods.

These non-GAAP financial measures should not be considered a substitute for financial information presented in accordance with GAAP and you should not rely on non-GAAP financial measures alone as measures of our performance. The non-GAAP financial measures we present may differ from non-GAAP financial measures used by our peers or other companies. We compensate for these differences by providing the equivalent GAAP measures whenever we present the non-GAAP financial measures and by including a reconciliation of the impact of the components adjusted for in the non-GAAP financial measure so that both measures and the individual components may be considered when analyzing our performance.

A reconciliation of our GAAP financial measures to the comparable non-GAAP financial measures is as follows:

Tangible Common Book Value Ratios


	December 31,		December 31,		December 31,		December 31,		December 31,
	2025		2024		2023		2022		2021
Total shareholders’ equity	$	1,385,114	$	1,305,075	$	1,212,807	$	1,092,202	$	840,106
Less: goodwill and other intangible assets, net		(348,961)		(356,777)		(364,716)		(327,191)		(121,392)
Add: deferred tax liability related to goodwill		13,947		13,535		12,208		10,984		10,070
Tangible common equity (non-GAAP)	$	1,050,100	$	961,833	$	860,299	$	775,995	$	728,784

Total assets	$	9,883,518	$	9,807,693	$	9,951,064	$	9,573,243	$	7,214,011
Less: goodwill and other intangible assets, net		(348,961)		(356,777)		(364,716)		(327,191)		(121,392)
Add: deferred tax liability related to goodwill		13,947		13,535		12,208		10,984		10,070
Tangible assets (non-GAAP)	$	9,548,504	$	9,464,451	$	9,598,556	$	9,257,036	$	7,102,689

Tangible common equity to tangible assets calculations:
Total shareholders’ equity to total assets		14.01%		13.31%		12.19%		11.41%		11.65%
Less: impact of goodwill and other intangible assets, net		(3.01)%		(3.15)%		(3.23)%		(3.03)%		(1.39)%
Tangible common equity to tangible assets (non-GAAP)		11.00%		10.16%		8.96%		8.38%		10.26%

Tangible common book value per share calculations:
Tangible common equity (non-GAAP)	$	1,050,100	$	961,833	$	860,299	$	775,995	$	728,784
Divided by: ending shares outstanding		37,772,516		38,054,482		37,784,851		37,608,519		29,958,764
Tangible common book value per share (non-GAAP)	$	27.80	$	25.28	$	22.77	$	20.63	$	24.33

Table of Contents Return on Average Tangible Assets and Return on Average Tangible Equity


	As of and for the years ended
	December 31,		December 31,		December 31,		December 31,		December 31,
	2025		2024		2023		2022		2021
Net income	$	109,574	$	118,815	$	142,048	$	71,274	$	93,606
Add: adjustments, after tax (non-GAAP)^(1)^		8,048		5,048		—		28,303		—
Net income adjusted for acquisition-related expenses and loss on security sales, after tax (non-GAAP)^(1)^	$	117,622	$	123,863	$	142,048	$	99,577	$	93,606

Net income	$	109,574	$	118,815	$	142,048	$	71,274	$	93,606
Add: impact of other intangible assets amortization expense, after tax (non-GAAP)		5,989		6,089		5,668		1,799		909
Net income excluding the impact of other intangible assets amortization expense, after tax (non-GAAP)	$	115,563	$	124,904	$	147,716	$	73,073	$	94,515

Net income excluding the impact of other intangible assets amortization expense, after tax (non-GAAP)	$	115,563	$	124,904	$	147,716	$	73,073	$	94,515
Add: adjustments, after tax (non-GAAP)^(1)^		8,048		5,048		—		28,303		—
Net income excluding the impact of other intangible assets amortization expense, adjusted for acquisition-related expenses and loss on security sales, after tax (non-GAAP)^(1)^	$	123,611	$	129,952	$	147,716	$	101,376	$	94,515

Average assets	$	9,845,221	$	9,924,651	$	9,766,448	$	7,829,792	$	7,020,111
Less: average goodwill and other intangible assets, net of deferred tax liability related to goodwill (non-GAAP)		(339,152)		(347,388)		(345,321)		(166,857)		(111,944)
Average tangible assets (non-GAAP)	$	9,506,069	$	9,577,263	$	9,421,127	$	7,662,935	$	6,908,167

Average shareholders’ equity	$	1,356,851	$	1,262,386	$	1,155,777	$	904,381	$	846,539
Less: average goodwill and other intangible assets, net of deferred tax liability related to goodwill (non-GAAP)		(339,152)		(347,388)		(345,321)		(166,857)		(111,944)
Average tangible common equity (non-GAAP)	$	1,017,699	$	914,998	$	810,456	$	737,524	$	734,595

Return on average assets		1.11%		1.20%		1.45%		0.91%		1.33%
Return on average tangible assets (non-GAAP)		1.22%		1.30%		1.57%		0.95%		1.37%
Return on average tangible assets, adjusted (non-GAAP)^(1)^		1.30%		1.36%		1.57%		1.32%		1.37%
Return on average equity		8.08%		9.41%		12.29%		7.88%		11.06%
Return on average tangible common equity (non-GAAP)		11.36%		13.65%		18.23%		9.91%		12.87%
Return on average tangible common equity, adjusted (non-GAAP)^(1)^		12.15%		14.20%		18.23%		13.75%		12.87%

(1) Adjustments:
Provision expense adjustments:
Day 1 CECL provision expense	$	—	$	—	$	—	$	21,706	$	—
Non-interest income adjustments:
Loss on security sales (non-GAAP)		3,348		6,582		—		—		—
Non-interest expense adjustments:
Acquisition-related expenses (non-GAAP)		7,156		—		—		15,067		—
Total adjustments before tax (non-GAAP)		10,504		6,582		—		36,773		—
Tax benefit impact		(2,456)		(1,534)		—		(8,470)		—
Total adjustments after tax (non-GAAP)	$	8,048	$	5,048	$	—	$	28,303	$	—

Table of Contents Efficiency Ratio and Pre-Provision Net Revenue


		As of and for the years ended
		December 31,		December 31,		December 31,		December 31,		December 31,
		2025		2024		2023		2022		2021
Net interest income FTE^(1)^		$	356,371	$	352,482	$	368,050	$	272,347	$	192,305

Non-interest income		$	67,566	$	61,231	$	63,917	$	67,312	$	110,364
Add: loss on security sales (non-GAAP)			3,348		6,582		—		—		—
Non-interest income adjusted for loss on security sales (non-GAAP)		$	70,914	$	67,813	$	63,917	$	67,312	$	110,364

Non-interest expense		$	264,642	$	254,617	$	241,971	$	211,234	$	191,830
Less: other intangible assets amortization (non-GAAP)			(7,817)		(7,939)		(7,386)		(2,338)		(1,183)
Less: acquisition-related expenses (non-GAAP)			(7,156)		—		—		(15,067)		—
Non-interest expense excluding other intangible assets amortization and adjusted for acquisition-related expenses (non-GAAP)		$	249,669	$	246,678	$	234,585	$	193,829	$	190,647

Non-interest expense		$	264,642	$	254,617	$	241,971	$	211,234	$	191,830
Less: acquisition-related expenses (non-GAAP)			(7,156)		—		—		(15,067)		—
Non-interest expense adjusted for acquisition-related expenses (non-GAAP)		$	257,486	$	254,617	$	241,971	$	196,167	$	191,830

Efficiency ratio FTE^(1)^			62.42%		61.54%		56.02%		62.19%		63.38%
Efficiency ratio excluding other intangible assets amortization, adjusted for acquisition-related expenses and loss on security sales FTE (non-GAAP)^(1)^			58.43%		58.69%		54.31%		57.07%		62.99%

Net income		$	109,574	$	118,815	$	142,048	$	71,274	$	93,606
Add: income tax expense			24,055		26,432		33,554		14,910		21,365
Add: provision expense (release) for credit losses			17,800		6,755		8,295		36,729		(9,293)
Add: impact of taxable equivalent adjustment			7,866		7,094		6,099		5,512		5,161
Pre-provision net revenue, FTE (non-GAAP)^(1)^		$	159,295	$	159,096	$	189,996	$	128,425	$	110,839

Pre-provision net revenue, FTE (non-GAAP)^(1)^		$	159,295	$	159,096	$	189,996	$	128,425	$	110,839
Add: loss on security sales (non-GAAP)			3,348		6,582		—		—		—
Add: acquisition-related expenses (non-GAAP)			7,156		—		—		15,067		—
Pre-provision net revenue FTE, adjusted for acquisition-related expenses and loss on security sales (non-GAAP)^(1)^		$	169,799	$	165,678	$	189,996	$	143,492	$	110,839

---	---	---
(1)		Presented on an FTE basis using the statutory tax rate of 21% for all periods presented. The taxable equivalent adjustments included above are $7,866, $7,094, $6,099, $5,512 and $5,161 for the years ended December 31, 2025, 2024, 2023, 2022 and 2021, respectively.

Adjusted Net Income and Earnings Per Share


	As of and for the years ended
	December 31,		December 31,		December 31,		December 31,		December 31,
	2025		2024		2023		2022		2021
Adjustments to net income:
Net income	$	109,574	$	118,815	$	142,048	$	71,274	$	93,606
Add: acquisition-related expenses, after tax (non-GAAP)		5,483		—		—		28,303		—
Add: loss on security sales, after tax (non-GAAP)		2,565		5,048		—		—		—
Adjusted net income (non-GAAP)	$	117,622	$	123,863	$	142,048	$	99,577	$	93,606

Adjustments to earnings per share:
Earnings per share - diluted	$	2.85	$	3.08	$	3.72	$	2.18	$	3.01
Add: acquisition-related expenses, after tax (non-GAAP)		0.14		—		—		0.87		—
Add: loss on security expenses, after tax (non-GAAP)		0.07		0.14		—		—		—
Adjusted earnings per share - diluted (non-GAAP)	$	3.06	$	3.22	$	3.72	$	3.05	$	3.01

Table of Contents Application of Critical Accounting Policies and Significant Estimates

We use accounting principles and methods that conform to GAAP and general banking practices. We are required to apply significant judgment and make material estimates in the preparation of our financial statements and with regard to various accounting, reporting and disclosure matters. Assumptions and estimates are required to apply these principles where actual measurement is not possible or practical. The most significant of these estimates relate to the determination of the ACL and accounting for acquired loans. See additional discussion of our ACL policy in note 2 – Summary of Significant Accounting Policies in the notes to our consolidated financial statements for the year ended December 31, 2025.

Allowance for credit losses

The determination of the ACL, which represents management’s estimate of lifetime credit losses inherent in our loan portfolio at the balance sheet date, involves a high degree of judgment and complexity. The Company estimates the ACL by first disaggregating the loan portfolio into segments based upon broad characteristics such as primary use and underlying collateral. Within these segments, the portfolio is further disaggregated into classes of loans with similar attributes and risk characteristics. The ACL is determined at the class level, analyzing loss history based upon specific loss drivers and risk factors affecting each loan class. The Company utilizes a DCF model developed within a third-party software tool that incorporates forecasts of certain national macroeconomic factors (reasonable and supportable forecasts) which drive the losses predicted in establishing the Company’s ACL. Management accounts for the inherent uncertainty of the underlying economic forecast by reviewing and weighting alternate forecast scenarios. For periods beyond the reasonable and supportable forecast period, the Company reverts to historical long-term average loss rates on a straight-line basis. Additionally, the ACL calculation includes subjective adjustments for qualitative risk factors that are likely to cause estimated credit losses to differ from historical experience. Changes in these assumptions, estimates or the conditions surrounding them may have a material impact on our financial condition. For further discussion of the ACL, see notes 2 and 7 to our consolidated financial statements.

Future Accounting Pronouncements

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-scope Improvements. The update amends the guidance in ASC 270 to improve the required interim disclosures and clarify when that guidance is applicable as well as clarify disclosures that should be provided in interim reporting periods. The guidance also requires entities to disclose events taking place after the end of the last annual reporting period that have a material impact. The standard is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact from ASU 2025-11 and does not expect the adoption of this pronouncement to have a material impact on its financial statements.

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements. The update includes targeted changes to the guidance in ASC 815 to better reflect risk management, reduce complexity and align with economic reality. The update will allow grouping of hedged items for forecasts with similar risk, more flexibility for variable-rate debt and simplified accounting for certain complex hedges, including swaps and options. It primarily affects cash flow hedges. The standard is effective for interim and annual reporting periods beginning after December 15, 2026. Early adoption is permitted. The guidance must be adopted on a prospective basis, and there are transition provisions designed to assist in migrating existing hedging relationships to the new guidance. The Company is currently evaluating the impact from ASU 2025-09 and does not expect the adoption of this pronouncement to have a material impact on its financial statements.

In November 2025, the FASB issued ASU 2025-08, Financial Instruments - Credit Losses (Topic 326): Purchased Loans. The update amends the guidance in ASC 326 on the accounting for certain purchased loans. Under the ASU, entities must account for acquired loans that meet certain criteria at acquisition by recognizing them at their purchase price plus an allowance for expected credit losses. The ASU’s amendments align the accounting for those purchased loans with the treatment of financial assets purchased with more-than-insignificant credit deterioration since origination. The amendments in this update are effective for fiscal years and interim reporting periods beginning after December 15, 2026 and are required to be applied prospectively. Early adoption is permitted. The Company is currently evaluating the impact from ASU 2025-08.

Table of Contents In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Topic 350): Targeted Improvements to the Accounting for Internal-Use Software. The update will eliminate the accounting consideration of software project development stages and enhance the guidance around the threshold for cost capitalization. The amendments in this update are effective for fiscal years and interim reporting periods beginning after December 15, 2027 and can be applied using a prospective transition approach, a modified transition approach or a retrospective transition approach. The Company has evaluated the impact from ASU 2025-06 and does not expect the adoption of this pronouncement to have a material impact on its financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The update is related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC Topic 606. It allows all entities to elect a practical expedient that assumes current conditions as of the balance sheet date do not change for the remaining life of the asset. The update also allows for an accounting policy election, which is not applicable to public business entities. Entities are required to disclose whether they have elected to use the practical expedient and, if applicable, the accounting policy election. The amendments in this update are effective for fiscal years and interim reporting periods beginning after December 15, 2025 and are to be applied on a prospective basis. The Company has evaluated the impact from ASU 2025-05 and does not expect the adoption of this pronouncement to have a material impact on its financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses. The update requires public business entities to disclose specific components of certain expense categories. This includes expense categories such as employee compensation, depreciation, and intangible asset amortization. The amendments in this update are effective for fiscal years beginning after December 15, 2026 and are to be applied on a prospective basis with an option for retrospective application. Early adoption is permitted. The Company has evaluated the impact from ASU 2024-03 and does not expect the adoption of this pronouncement to have a material impact on its financial statements apart from the inclusion of additional disclosures.

Financial Condition

Total assets were $9.9 billion at December 31, 2025, increasing $75.8 million from December 31, 2024. Cash and cash equivalents increased $289.2 million to $417.1 million at December 31, 2025, compared to December 31, 2024, and investment securities increased $119.7 million to $1.2 billion. Loans totaled $7.4 billion and $7.8 billion at December 31, 2025 and December 31, 2024, respectively, and the allowance for credit losses totaled $87.4 million and $94.5 million at December 31, 2025 and December 31, 2024, respectively. Lower-cost transaction deposits totaled $7.1 billion and $7.2 billion at December 31, 2025 and December 31, 2024, respectively. Total deposits increased $54.7 million to $8.3 billion at December 31, 2025, compared to December 31, 2024.

Investment securities

Available-for-sale

Total investment securities available-for-sale were $528.6 million at December 31, 2025, compared to $527.5 million at December 31, 2024. During the years ended December 31, 2025 and 2024, purchases of available-for-sale securities totaled $160.5 million and $185.7 million, respectively. During 2025 and 2024, the Company sold $57.8 million and $132.1 million, respectively, of available-for-sale investment securities on the open market as part of the Company’s strategic balance sheet management resulting in pre-tax losses of $3.3 million and $6.6 million, respectively. Proceeds from the sale were redeployed into higher yielding assets. Maturities and paydowns of available-for-sale securities during 2025 and 2024 totaled $132.6 million and $157.5 million, respectively.

Table of Contents Available-for-sale investment securities are summarized in the following table as of the dates indicated. The weighted average yield was calculated based on amortized cost. Yields on tax exempt securities have not been adjusted for tax exempt status.


	December 31, 2025						December 31, 2024
						Weighted						Weighted
	Amortized		Fair		Percent of	average	Amortized		Fair		Percent of	average
	cost		value		portfolio	yield	cost		value		portfolio	yield
Treasury securities	$	73,144	$	74,226	14.1%	4.35%	$	24,958	$	24,874	4.7%	2.55%
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		173,308		157,665	29.8%	2.55%		164,785		135,045	25.6%	1.48%
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		338,768		296,026	56.0%	2.31%		425,476		364,938	69.2%	2.52%
Corporate debt		—		—	0.0%	0.00%		2,000		1,962	0.4%	5.86%
Other securities		722		722	0.1%	0.00%		728		728	0.1%	0.00%
Total investment securities available-for-sale	$	585,942	$	528,639	100.0%	2.64%	$	617,947	$	527,547	100.0%	2.25%

As of December 31, 2025 and 2024, nearly all the available-for-sale investment portfolio was backed by mortgages. The residential mortgage pass-through securities portfolio is comprised of both fixed rate and adjustable rate FHLMC, FNMA and GNMA securities. The other MBS are comprised of securities backed by FHLMC, FNMA and GNMA securities.

Mortgage-backed securities may have actual maturities that differ from contractual maturities depending on the repayment characteristics and experience of the underlying financial instruments. The estimated weighted average life of the available-for-sale mortgage-backed securities portfolio was 4.6 years and 5.3 years at December 31, 2025 and December 31, 2024, respectively. This estimate is based on assumptions and actual results may differ. At December 31, 2025 and December 31, 2024, the duration of the total available-for-sale investment portfolio was 3.9 years and 4.3 years, respectively.

At December 31, 2025 and 2024, adjustable rate securities comprised 0.6% and 5.9%, respectively, of the available-for-sale MBS portfolio. The remainder of the portfolio was comprised of fixed rate amortizing securities with 10- to 30-year contractual maturities, with a weighted average coupon of 2.30% per annum and 2.31% per annum at December 31, 2025 and 2024, respectively.

The available-for-sale investment portfolio included $60.2 million of unrealized losses and $2.9 million of unrealized gains at December 31, 2025. At December 31, 2024, the available-for-sale investment portfolio included $90.9 million of unrealized losses and $0.5 million of unrealized gains. We believe any unrealized losses are a result of prevailing interest rates, and as such, we do not believe that any of the securities with unrealized losses were impaired. Management believes that default of the available-for-sale securities is highly unlikely. FHLMC, FNMA and GNMA guaranteed mortgage-backed securities and U.S. Treasury securities have a long history of zero credit losses, an explicit guarantee by the U.S. government (although limited for FNMA and FHLMC securities) and yields that generally trade based on market views of prepayment and liquidity risk rather than credit risk.

Our investment security portfolio consists of high-quality securities, which are largely backed by either U.S. government agencies or GSEs. We regularly model liquidity stress scenarios to assess potential liquidity issues.

Held-to-maturity

At December 31, 2025, we held $651.7 million of held-to-maturity investment securities, compared to $533.1 million at December 31, 2024. Purchases of held-to-maturity securities totaled $260.3 million and $10.5 million during 2025 and 2024, respectively. Paydowns and maturities of held-to-maturity securities totaled $143.2 million and $63.1 million during 2025 and 2024, respectively.

Table of Contents Held-to-maturity investment securities are summarized as follows as of the dates indicated:


	December 31, 2025						December 31, 2024
						Weighted						Weighted
	Amortized		Fair		Percent of	average	Amortized		Fair		Percent of	average
	cost		value		portfolio	yield	cost		value		portfolio	yield
Treasury securities	$	24,900	$	24,851	3.8%	3.10%	$	49,639	$	49,159	9.3%	3.14%
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		236,535		213,974	36.3%	2.28%		271,105		234,286	50.9%	2.31%
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		390,297		358,624	59.9%	3.37%		212,364		167,941	39.8%	1.58%
Total investment securities held-to-maturity	$	651,732	$	597,449	100.0%	2.97%	$	533,108	$	451,386	100.0%	2.10%

The residential mortgage pass-through and other residential MBS held-to-maturity investment portfolios are comprised of fixed rate FHLMC, FNMA and GNMA securities.

The fair value of the held-to-maturity investment portfolio included $57.3 million of unrealized losses and $3.0 million of unrealized gains at December 31, 2025. At December 31, 2024, the held-to-maturity investment portfolio included $81.8 million of unrealized losses and $0.1 million of unrealized gains.

The Company does not measure expected credit losses on a financial asset, or groups of financial assets, in which historical credit loss information adjusted for current conditions and reasonable and supportable forecasts results in an expectation that nonpayment of the amortized cost basis is zero. Management evaluated held-to-maturity securities noting they are backed by loans guaranteed by either U.S. government agencies or GSEs, and management believes that default is highly unlikely given this governmental backing and long history without credit losses. Additionally, management notes that yields on which the portfolio generally trades are based upon market views of prepayment and liquidity risk and not credit risk. The Company has no intention to sell the securities and believes it will not be required to sell the securities before the recovery of their amortized cost.

Mortgage-backed securities may have actual maturities that differ from contractual maturities depending on the repayment characteristics and experience of the underlying financial instruments. The estimated weighted average expected life of the held-to-maturity mortgage-backed securities portfolio as of December 31, 2025 and December 31, 2024 was 4.3 years and 5.6 years, respectively. This estimate is based on assumptions and actual results may differ. The duration of the total held-to-maturity investment portfolio was 3.6 years and 4.4 years as of December 31, 2025 and December 31, 2024, respectively.

Other securities

The carrying balances of other securities are summarized as follows as of the dates indicated:


	December 31, 2025		December 31, 2024
Federal Reserve Bank stock	$	24,062	$	24,062
Federal Home Loan Bank stock		579		3,922
Convertible preferred stock		18,508		20,508
Equity method investments		32,426		27,970
Equity securities with readily determinable fair values		5,059		—
Total	$	80,634	$	76,462

Other securities included FRB stock, FHLB stock, convertible preferred stock, equity method investments and equity securities with readily determinable fair values. During the year ended December 31, 2025, purchases of other securities totaled $51.2 million, and proceeds from redemptions and sales of other securities totaled $51.0 million. During the year ended December 31, 2024, purchases of other securities totaled $44.9 million, and proceeds from redemptions and sales of other securities totaled $57.5 million. Purchases consisted primarily of FHLB stock, and proceeds consisted primarily of 57

Table of Contents redemptions of FHLB stock. Changes in the Company’s FHLB stock holdings were directly correlated to FHLB line of credit advances and paydowns.

FRB and FHLB stock

At December 31, 2025 and December 31, 2024, the Company held FRB stock and FHLB stock for regulatory or debt facility purposes. These are restricted securities which, lacking a market, are carried at cost. There have been no identified events or changes in circumstances that may have an adverse effect on the FRB and FHLB stock carried at cost.

Convertible preferred stock

Other securities include convertible preferred stock without a readily determinable fair value. During the year ended December 31, 2025, there were no purchases of convertible preferred stock. One convertible preferred stock investment in our portfolio underwent an initial public offering and was reclassified as an equity security with a readily determinable fair value during the third quarter of 2025. During the year ended December 31, 2024, the Company purchased $0.4 million of convertible preferred stock. The Company recorded $3.9 million of impairment on convertible preferred stock related to venture capital investments, included in other non-interest income in the Company’s consolidated statements of operations, during the year ended December 31, 2024. The Company also sold convertible preferred stock totaling $1.0 million, during the year ended December 31, 2024, which generated realized gains of $0.1 million recorded in other non-interest income in the Company’s consolidated statements of operations.

Equity method investments

Other securities also include equity method investments totaling $32.4 million and $28.0 million at December 31, 2025 and December 31, 2024, respectively. The increase was primarily due to a $5.0 million investment. The Company sold equity method investments totaling $1.9 million, during the year ended December 31, 2025, which generated realized gains of $0.6 million recorded in other non-interest income in the Company’s consolidated statements of operations. The Company recorded net unrealized gains on equity method investments totaling $0.8 million and $1.0 million for the years ended December 31, 2025 and 2024, respectively, which are recorded in other non-interest income in the Company’s consolidated statements of operations. The Company recorded no impairment related to equity method investments for the years ended December 31, 2025 or 2024. Purchases of equity method investments during the years ended December 31, 2025 and 2024 totaled $0.6 million and $1.5 million, respectively.

Equity securities with readily determinable fair values

As noted above, one convertible preferred stock investment underwent an initial public offering and was reclassified as an equity security with a readily determinable fair value totaling $5.1 million at December 31, 2025. Equity securities with readily determinable fair values are generally traded on an exchange and market prices are readily available. Unrealized gains or losses on equity securities with readily determinable fair values are recognized in other non-interest income in the Company’s consolidated statements of operations. During the year ended December 31, 2025, the Company recorded $3.1 million of unrealized gains from equity securities with readily determinable fair values.

Table of Contents Loans overview

At December 31, 2025, our loan portfolio was comprised of loans originated by the Company and loans that were acquired in connection with the Company’s acquisitions.

The table below shows the loan portfolio composition at the respective dates:


					December 31, 2025 vs.
					December 31, 2024
	December 31, 2025		December 31, 2024		% Change
Originated:
Commercial:
Commercial and industrial	$	1,948,331	$	1,881,570	3.5%
Municipal and non-profit		1,273,508		1,106,865	15.1%
Owner-occupied commercial real estate		950,270		1,048,481	(9.4)%
Food and agribusiness		208,009		266,332	(21.9)%
Total commercial		4,380,118		4,303,248	1.8%
Commercial real estate non-owner occupied		1,030,069		1,123,718	(8.3)%
Residential real estate		927,663		922,328	0.6%
Consumer		12,771		12,773	(0.0)%
Total originated		6,350,621		6,362,067	(0.2)%

Acquired:
Commercial:
Commercial and industrial		89,373		114,255	(21.8)%
Municipal and non-profit		253		277	(8.7)%
Owner-occupied commercial real estate		178,348		215,663	(17.3)%
Food and agribusiness		20,061		36,987	(45.8)%
Total commercial		288,035		367,182	(21.6)%
Commercial real estate non-owner occupied		552,359		688,620	(19.8)%
Residential real estate		242,036		331,510	(27.0)%
Consumer		305		1,764	(82.7)%
Total acquired		1,082,735		1,389,076	(22.1)%
Total loans	$	7,433,356	$	7,751,143	(4.1)%

The Company maintains a granular and well-diversified loan portfolio with self-imposed concentration limits. At December 31, 2025, loans totaled $7.4 billion, compared to $7.8 billion at December 31, 2024.

Our commercial and industrial loan portfolio is highly diversified across industry sectors and geography. At December 31, 2025, there were no industry sectors representing more than 15.0% of our total loan portfolio. Key sectors included government/non-profit loans of $994.7 million, or 13.4% of total loans, and health care/hospital loans of $498.9 million, or 6.7% of total loans. The commercial and industrial portfolio also includes loans to companies that operate in the transportation industry. The transportation industry, trucking in particular, has experienced recent economic challenges. As a result of these industry challenges, some of the transportation loans may be subject to higher credit risk. The Company’s exposure to this industry is small, consisting of $134.8 million, or 1.8% of total loans, at December 31, 2025.

Non-owner occupied CRE loans were 127.1% of the Company’s risk based capital, or 21.3% of total loans, and no specific property type comprised more than 7.0% of total loans. The Company maintains little exposure to non-owner occupied CRE retail properties and office properties, comprising 1.9% and 1.2% of total loans, respectively, including available credit. Multifamily loans totaled $300.7 million, including available credit, or 3.5% of total loans, including available credit, as of December 31, 2025.

The agriculture industry continues to be impacted by volatile commodity prices and generally by higher input costs, combining to stress margins. Our food and agribusiness portfolio is 3.1% of total loans and is well-diversified across food production, crop and livestock types. Crop and livestock loans represent 1.2% of total loans. We have maintained relationships with food and agribusiness clients that generally possess low leverage and, correspondingly, low bank debt to assets, minimizing potential credit losses in the future. 59

Table of Contents

New loan origination is a direct result of our ability to recruit and retain top banking talent, connect with clients in our markets and provide needed services at competitive rates. Loan fundings totaled $1.6 billion over the trailing 12 months, led by commercial loan fundings of $1.1 billion. Fundings are defined as closed end funded loans and revolving lines of credit advances, net of any current period paydowns. Management utilizes this more conservative definition of fundings to better approximate the impact of fundings on loans outstanding and ultimately net interest income.

The following tables represent new loan fundings during 2025 and 2024:


	Fourth quarter		Third quarter		Second quarter		First quarter		Total
	2025		2025		2025		2025		2025
Commercial:
Commercial and industrial	$	237,813	$	159,250	$	133,402	$	108,594	$	639,059
Municipal and non-profit		119,918		81,418		34,393		12,506		248,235
Owner occupied commercial real estate		66,798		42,362		47,233		37,762		194,155
Food and agribusiness		4,437		5,015		4,576		1,338		15,366
Total commercial		428,966		288,045		219,604		160,200		1,096,815
Commercial real estate non-owner occupied		96,482		81,136		56,770		65,254		299,642
Residential real estate		64,161		49,877		44,470		29,300		187,808
Consumer		1,399		2,142		1,823		970		6,334
Total	$	591,008	$	421,200	$	322,667	$	255,724	$	1,590,599

Included in fundings are net fundings (paydowns) under revolving lines of credit totaling $95,774, ($1,591), $15,490 and $21,752 for the dates noted in the table above, respectively.


	Fourth quarter		Third quarter		Second quarter		First quarter		Total
	2024		2024		2024		2024		2024
Commercial:
Commercial and industrial	$	146,600	$	93,711	$	241,910	$	53,978	$	536,199
Municipal and non-profit		49,175		35,677		28,785		14,564		128,201
Owner occupied commercial real estate		117,850		70,517		102,615		35,128		326,110
Food and agribusiness		15,796		19,205		11,040		(7,204)		38,837
Total commercial		329,421		219,110		384,350		96,466		1,029,347
Commercial real estate non-owner occupied		119,132		91,809		83,184		73,789		367,914
Residential real estate		30,750		47,322		36,124		29,468		143,664
Consumer		726		1,010		1,547		234		3,517
Total	$	480,029	$	359,251	$	505,205	$	199,957	$	1,544,442

Included in the table above are quarterly net fundings (paydowns) under revolving lines of credit totaling $64,375, $16,302, $19,281 and ($59,523) for the dates noted in the table above, respectively.

The tables below show the contractual maturities of our total loans for the dates indicated:


	December 31, 2025
	Due within		Due after 1 but		Due after 5 but		Due after
	1 year		within 5 years		within 15 years		15 years		Total
Commercial:
Commercial and industrial	$	373,744	$	1,358,943	$	293,546	$	11,471	$	2,037,704
Municipal and non-profit		23,845		207,944		726,237		315,735		1,273,761
Owner occupied commercial real estate		170,825		428,000		448,893		80,900		1,128,618
Food and agribusiness		34,226		100,263		79,247		14,334		228,070
Total commercial		602,640		2,095,150		1,547,923		422,440		4,668,153
Commercial real estate non-owner occupied		415,208		792,312		365,852		9,056		1,582,428
Residential real estate		42,634		194,423		214,146		718,496		1,169,699
Consumer		4,173		7,440		1,463		—		13,076
Total loans	$	1,064,655	$	3,089,325	$	2,129,384	$	1,149,992	$	7,433,356

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	December 31, 2024
	Due within		Due after 1 but		Due after 5 but		Due after
	1 year		within 5 years		within 15 years		15 years		Total
Commercial:
Commercial and industrial	$	252,560	$	1,415,682	$	316,882	$	10,701	$	1,995,825
Municipal and non-profit		37,020		150,070		619,109		300,943		1,107,142
Owner occupied commercial real estate		117,650		571,133		483,754		91,607		1,264,144
Food and agribusiness		156,834		41,751		90,363		14,371		303,319
Total commercial		564,064		2,178,636		1,510,108		417,622		4,670,430
Commercial real estate non-owner occupied		501,501		860,890		437,674		12,273		1,812,338
Residential real estate		23,654		199,339		291,077		739,768		1,253,838
Consumer		4,967		7,418		2,152		—		14,537
Total loans	$	1,094,186	$	3,246,283	$	2,241,011	$	1,169,663	$	7,751,143

The stated interest rate (which excludes the effects of non-refundable loan origination and commitment fees, net of costs and the accretion of fair value marks) of total loans with maturities over one year is as follows at the dates indicated:


	December 31, 2025
	Fixed			Variable			Total
			Weighted			Weighted			Weighted
	Balance		average rate	Balance		average rate	Balance		average rate
Commercial:
Commercial and industrial	$	319,305	5.97%	$	1,344,655	6.57%	$	1,663,960	6.46%
Municipal and non-profit^(1)^		1,250,767	4.24%		17,962	5.07%		1,268,729	4.31%
Owner occupied commercial real estate		244,861	4.33%		712,932	6.91%		957,793	6.46%
Food and agribusiness		20,817	6.85%		173,027	6.53%		193,844	6.56%
Total commercial		1,835,750	4.69%		2,248,576	6.66%		4,084,326	5.81%
Commercial real estate non-owner occupied		445,733	4.74%		721,486	6.06%		1,167,219	5.56%
Residential real estate		425,431	4.28%		701,634	5.53%		1,127,065	5.06%
Consumer		5,121	6.95%		3,782	6.72%		8,903	6.85%
Total loans with > 1 year maturity	$	2,712,035	4.64%	$	3,675,478	6.33%	$	6,387,513	5.63%


		December 31, 2024
		Fixed			Variable			Total
				Weighted			Weighted			Weighted
		Balance		average rate	Balance		average rate	Balance		average rate
Commercial:
Commercial and industrial		$	513,847	5.62%	$	1,229,419	7.40%	$	1,743,266	6.88%
Municipal and non-profit^(1)^			1,079,285	4.05%		19,535	5.42%		1,098,820	4.19%
Owner occupied commercial real estate			336,279	4.98%		810,215	7.34%		1,146,494	6.77%
Food and agribusiness			31,291	6.65%		115,193	8.49%		146,484	8.10%
Total commercial			1,960,702	4.73%		2,174,362	7.42%		4,135,064	6.19%
Commercial real estate non-owner occupied			476,661	4.71%		834,175	6.29%		1,310,836	5.71%
Residential real estate			501,738	4.27%		728,446	5.32%		1,230,184	4.89%
Consumer			6,917	6.49%		2,654	7.39%		9,571	6.74%
Total loans with > 1 year maturity		$	2,946,018	4.65%	$	3,739,637	6.76%	$	6,685,655	5.86%

---	---	---
(1)		Included in municipal and non-profit fixed rate loans are loans totaling $365,224 and $348,473 that have been swapped to variable rates at current market pricing at December 31, 2025 and 2024, respectively. Included in the municipal and non-profit segment are tax exempt loans totaling $1,013,078 and $920,425 with an FTE weighted average rate of 4.79% and 4.68% at December 31, 2025 and 2024, respectively.

Asset quality

Asset quality is fundamental to our success and remains a strong point, driven by our disciplined adherence to our self-imposed concentration limits across industry sector and real estate property type. Accordingly, for the origination of loans, we 61

Table of Contents have established a credit policy that allows for responsive, yet controlled lending with credit approval requirements that are scaled to loan size. Within the scope of the credit policy, each prospective loan is reviewed in order to determine the appropriateness and the adequacy of the loan characteristics and the security or collateral prior to making a loan. We have established underwriting standards and loan origination procedures that require appropriate documentation, including financial data and credit reports. For loans secured by real property, we require property appraisals, title insurance or a title opinion, hazard insurance and flood insurance, in each case where appropriate.

Additionally, we have implemented procedures to timely identify loans that may become problematic in order to ensure the most beneficial resolution for the Company. Asset quality is monitored by our credit risk management department and evaluated based on quantitative and subjective factors such as the timeliness of contractual payments received. Additional factors that are considered, particularly with commercial loans over $500,000, include the financial condition and liquidity of individual borrowers and guarantors, if any, and the value of our collateral. To facilitate the oversight of asset quality, loans are categorized based on the number of days past due and on an internal risk rating system, as discussed in more detail below.

Our internal risk rating system uses a series of grades which reflect our assessment of the credit quality of loans based on an analysis of the borrower’s financial condition, liquidity and ability to meet contractual debt service requirements. Loans that are perceived to have acceptable risk are categorized as “Pass” loans. “Special mention” loans represent loans that have potential credit weaknesses that deserve close attention. Special mention loans include borrowers that have potential weaknesses or unwarranted risks that, unless corrected, may threaten the borrower’s ability to meet debt service requirements. However, these borrowers are still believed to have the ability to respond to and resolve the financial issues that threaten their financial situation. Loans classified as “Substandard” have a well-defined credit weakness and are inadequately protected by the current paying capacity of the obligor or of the collateral pledged, if any. Although these loans are identified as potential problem loans, they may never become non-performing. Substandard loans have a distinct possibility of loss if the deficiencies are not corrected. “Doubtful” loans are loans that management believes that collection of payments in accordance with the terms of the loan agreement are highly questionable and improbable. Doubtful loans are deemed impaired and put on non-accrual status.

The Company’s policy is to review each prospective credit to determine the appropriateness and the adequacy of security or collateral prior to making a loan. In the event of borrower default, the Company seeks recovery in compliance with lending laws, the respective loan agreements, and credit monitoring and remediation procedures that may include modifying a loan to provide a concession by the Company to the borrower from their original terms due to borrower financial difficulties in order to facilitate repayment. Loan modifications may include principal forgiveness, interest rate reductions, other-than-insignificant-payment delays, term extensions or any combination thereof. Modified loans are discussed further in note 6 of our consolidated financial statements. Assets that have been foreclosed on or acquired through deed-in-lieu of foreclosure are classified as OREO until sold, and are carried at the fair value of the collateral less estimated costs to sell, with any initial valuation adjustments charged to the ACL and any subsequent declines in carrying value charged to impairments on OREO.

Non-performing assets and past due loans

Non-performing assets consist of non-accrual loans and OREO. Interest income that would have been recorded had non-accrual loans performed in accordance with their original contract terms during 2025 and 2024 was $2.4 million and $2.0 million, respectively.

Past due status is monitored as an indicator of credit deterioration. Loans are considered past due or delinquent when the contractual principal or interest due in accordance with the terms of the loan agreement remains unpaid after the due date of the scheduled payment. Loans that are 90 days or more past due are put on non-accrual status unless the loan is well secured and in the process of collection.

Table of Contents The following table sets forth the non-performing assets and past due loans as of the dates presented:


		December 31, 2025		December 31, 2024		December 31, 2023		December 31, 2022		December 31, 2021
Non-performing loans		$	24,912	$	35,994	$	28,228	$	16,512	$	10,832
OREO			1,674		662		4,088		3,731		7,005
Total non-performing assets		$	26,586	$	36,656	$	32,316	$	20,243	$	17,837

Loans 30-89 days past due and still accruing interest		$	11,961	$	23,164	$	12,232	$	2,986	$	1,687
Loans 90 days or more past due and still accruing interest			15,417		14,940		591		95		420
Non-accrual loans			24,912		35,994		28,228		16,512		10,832
Total past due and non-accrual loans		$	52,290	$	74,098	$	41,051	$	19,593	$	12,939
Accruing modified loans^(1)^		$	43,838	$	15,282	$	15,148	$	4,654	$	7,186
Allowance for credit losses			87,415		94,455		97,947		89,553		49,694
Non-performing loans to total loans			0.34%		0.46%		0.37%		0.23%		0.24%
Total 90 days past due and still accruing interest and non-accrual loans to total loans			0.54%		0.66%		0.37%		0.23%		0.25%
Total non-performing assets to total loans and OREO			0.36%		0.47%		0.42%		0.28%		0.39%
ACL to non-performing loans			350.90%		262.42%		346.99%		542.35%		458.77%

---	---	---
(1)		Reflects loan modifications as defined under ASU 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures adopted in the first quarter of 2023. The prior periods include troubled debt restructured loans consistent with historical disclosures.

During 2025, non-performing loans decreased $11.1 million, or 30.8%, to $24.9 million, compared to 2024. During 2025 and 2024, accruing modified loans totaled $43.8 million and $15.3 million, respectively. Total non-performing assets to total loans and OREO totaled 0.36% and 0.47% at December 31, 2025 and 2024, respectively.

Loans 30-89 days past due and still accruing interest were 0.16% and 0.30% of total loans at December 31, 2025 and December 31, 2024, respectively. Loans 90 days or more past due and still accruing interest were 0.21% and 0.19% of total loans for December 31, 2025 and 2024, respectively.

Allowance for credit losses

The ACL represents the amount that we believe is necessary to absorb estimated lifetime credit losses inherent in the loan portfolio at the balance sheet date and involves a high degree of judgment and complexity. The Company utilizes a DCF model developed within a third-party software tool to establish expected lifetime credit losses for the loan portfolio. The ACL is calculated as the difference between the amortized cost basis and the projections from the DCF analysis. The DCF model allows for individual lifetime loan cash flow modeling, excluding extensions and renewals, using loan-specific interest rates and repayment schedules including estimated prepayment rates and loss recovery timing delays. The model incorporates forecasts of certain national macro-economic factors, including unemployment rates, HPI, retail sales and GDP, which drive correlated loss rates. The determination and application of the ACL accounting policy involves judgments, estimates and uncertainties that are subject to change. For periods beyond the reasonable and supportable forecast period, the Company reverts to historical long-term average loss rates on a straight-line basis.

We measure expected credit losses for groups of loans included in segments with similar risk characteristics. We have identified four primary loan segments within the ACL model that are further stratified into 11 loan classes to provide more granularity in analyzing loss history and to allow for more definitive qualitative adjustments based upon specific risk factors affecting each loan class. Generally, the underlying risk of loss for each of these loan segments will follow certain norms/trends in various economic environments. Loans that do not share risk characteristics are evaluated on an individual 63

Table of Contents basis and are not included in the collective evaluation. Following are the loan classes within each of the four primary loan segments:


	Non-owner occupied
Commercial	commercial real estate	Residential real estate	Consumer
Commercial and industrial	Construction	Senior lien	Consumer
Owner occupied commercial real estate	Acquisition and development	Junior lien
Food and agribusiness	Multifamily
Municipal and non-profit	Non-owner occupied

Loans on non-accrual, in bankruptcy and modified loans with a balance greater than $250 thousand are excluded from the pooled analysis and are evaluated individually. If management determines that foreclosure is probable, expected credit losses are evaluated based on the criteria listed below, adjusted for selling costs as appropriate. Typically, these loans consist of commercial, commercial real estate and agriculture loans and exclude homogeneous loans such as residential real estate and consumer loans. Specific allowances are determined by collectively analyzing:


●		the borrower’s resources, ability and willingness to repay in accordance with the terms of the loan agreement;
●		the likelihood of receiving financial support from any guarantors;
●		the adequacy and present value of future cash flows, less disposal costs, of any collateral; and
●		the impact current economic conditions may have on the borrower’s financial condition and liquidity or the value of the collateral.

The resulting ACL for loans is calculated as the sum of the general reserves, specific reserves on individually evaluated loans, and qualitative factor adjustments. While these amounts are calculated by individual loan or by segment and class, the entire ACL is available for any loan that, in our judgment, should be charged off. The determination and application of the ACL accounting policy involves judgments, estimates, and uncertainties that are subject to change. Changes in these assumptions, estimates or the conditions surrounding them may have a material impact on our financial condition, liquidity or results of operations.

At December 31, 2025 and 2024, the allowance for credit losses totaled $87.4 million and $94.5 million, respectively. The decrease during 2025 was primarily driven by the resolution of non-performing loans. Specific reserves on loans totaled $8.1 million at December 31, 2025, compared to $6.4 million at December 31, 2024.

During the years ended December 31, 2025 and 2024, net charge-offs totaled $25.2 million and $9.8 million, respectively. Charge-offs during 2025 were recorded primarily due to proactive credit actions taken on three credits during the fourth quarter and an $8.9 million charge-off from one credit during the first quarter due to suspected fraud by the borrower, which the Company believes is an isolated circumstance within the loan portfolio. The ratio of net charge-offs to average total loans totaled 0.34% and 0.13% for the years ended December 31, 2025 and 2024, respectively.

The Company has elected to exclude AIR from the ACL calculation. As of December 31, 2025 and 2024, AIR from loans totaled $38.3 million and $41.5 million, respectively. When a loan is placed on non-accrual, any recorded AIR is reversed against interest income.

Total ACL

After considering the above-mentioned factors, we believe that the ACL of $87.4 million is adequate to cover estimated lifetime losses inherent in the loan portfolio at December 31, 2025. However, it is likely that future adjustments to the ACL will be necessary. Any changes to the underlying assumptions, circumstances or estimates, including but not limited to changes in the underlying macro-economic forecast, used in determining the ACL, could negatively or positively affect the Company’s results of operations, liquidity or financial condition.

Table of Contents The following schedule presents, by class stratification, the changes in the ACL during the years listed:


		As of and for the years ended
		December 31, 2025			December 31, 2024			December 31, 2023			December 31, 2022			December 31, 2021
		Total ACL		% NCOs^(1)^	Total ACL		% NCOs^(1)^	Total ACL		% NCOs^(1)^	Total ACL		% NCOs^(1)^	Total ACL		% NCOs^(1)^
Beginning allowance for credit losses		$	94,455		$	97,947		$	89,553		$	49,694		$	59,777
Day 1 CECL provision expense^(2)^			—			—			—			21,228			—
PCD allowance for credit loss at acquisition			—			—			—			6,238			—
Charge-offs:
Commercial			(26,074)	0.31%		(5,082)	0.06%		(277)	0.00%		(1,340)	0.02%		(1,171)	0.02%
Commercial real estate non owner-occupied			(1,467)	0.02%		(4,715)	0.06%		—	0.00%		—	0.00%		—	0.00%
Residential real estate			(173)	0.00%		—	0.00%		(48)	0.00%		(2)	0.00%		(24)	0.00%
Consumer			(747)	0.01%		(981)	0.01%		(1,250)	0.02%		(845)	0.01%		(621)	0.01%
Total charge-offs			(28,461)			(10,778)			(1,575)			(2,187)			(1,816)
Recoveries			3,282			956			444			385			552
Net charge-offs			(25,179)	0.34%		(9,822)	0.13%		(1,131)	0.02%		(1,802)	0.03%		(1,264)	0.03%
Provision expense for credit losses			18,139			6,330			9,525			14,195			(8,819)
Ending allowance for credit losses		$	87,415		$	94,455		$	97,947		$	89,553		$	49,694
Ratio of ACL to total loans outstanding at period end			1.18%			1.22%			1.27%			1.24%			1.10%
Ratio of ACL to total non-performing loans at period end			350.90%			262.42%			346.99%			542.35%			458.77%
Total loans		$	7,433,356		$	7,751,143		$	7,698,758		$	7,220,469		$	4,513,383
Average total loans outstanding during the period			7,476,859			7,676,026			7,409,724			5,349,916			4,358,707
Non-performing loans			24,912			35,994			28,228			16,512			10,832

---	---	---
(1)		Ratio of net charge-offs to average total loans.
(2)		Related to the Day 1 allowance reserve recorded as part of the RCB and BOJH acquisitions.

Table of Contents The following tables present the allocation of the ACL and the percentage of the total amount of loans in each loan category listed as of the dates presented:


	December 31, 2025
						ACL as a %
	Total loans		% of total loans	Related ACL		of total ACL
Commercial	$	4,668,153	62.8%	$	47,482	54.3%
Commercial real estate non-owner occupied		1,582,428	21.3%		23,076	26.4%
Residential real estate		1,169,699	15.7%		16,597	19.0%
Consumer		13,076	0.2%		260	0.3%
Total	$	7,433,356	100.0%	$	87,415	100.0%


	December 31, 2024
						ACL as a %
	Total loans		% of total loans	Related ACL		of total ACL
Commercial	$	4,670,430	60.2%	$	48,552	51.4%
Commercial real estate non-owner occupied		1,812,338	23.4%		26,136	27.7%
Residential real estate		1,253,838	16.2%		19,426	20.5%
Consumer		14,537	0.2%		341	0.4%
Total	$	7,751,143	100.0%	$	94,455	100.0%


	December 31, 2023
						ACL as a %
	Total loans		% of total loans	Related ACL		of total ACL
Commercial	$	4,499,035	58.4%	$	45,304	46.3%
Commercial real estate non-owner occupied		1,856,750	24.1%		32,665	33.3%
Residential real estate		1,323,787	17.2%		19,550	20.0%
Consumer		19,186	0.3%		428	0.4%
Total	$	7,698,758	100.0%	$	97,947	100.0%


	December 31, 2022
						ACL as a %
	Total loans		% of total loans	Related ACL		of total ACL
Commercial	$	4,251,780	58.9%	$	37,608	42.0%
Commercial real estate non-owner occupied		1,696,050	23.5%		32,050	35.8%
Residential real estate		1,251,281	17.3%		19,306	21.5%
Consumer		21,358	0.3%		589	0.7%
Total	$	7,220,469	100.0%	$	89,553	100.0%


	December 31, 2021
						ACL as a %
	Total loans		% of total loans	Related ACL		of total ACL
Commercial	$	3,162,417	70.1%	$	31,256	62.9%
Commercial real estate non-owner occupied		664,729	14.7%		10,033	20.2%
Residential real estate		668,656	14.8%		8,056	16.2%
Consumer		17,581	0.4%		349	0.7%
Total	$	4,513,383	100.0%	$	49,694	100.0%

Table of Contents Deposits

Deposits from banking clients serve as a primary funding source for our banking operations and our ability to gather and manage deposit levels is critical to our success. Deposits not only provide a lower-cost funding source for our loans, but also provide a foundation for the client relationships that are critical to future loan growth. We maintain a granular and well diversified deposit base with no exposure to venture capital or crypto deposits. The following table presents information regarding our deposit composition at December 31, 2025 and 2024:


							Increase (decrease)
	December 31, 2025			December 31, 2024			Amount		% Change
Non-interest bearing demand deposits	$	2,204,241	26.6%	$	2,213,685	26.9%	$	(9,444)	0.4%
Interest bearing demand deposits		1,237,006	14.9%		1,411,860	17.1%		(174,854)	(12.4)%
Savings accounts		610,004	7.3%		619,365	7.5%		(9,361)	(1.5)%
Money market accounts		3,091,612	37.3%		2,972,947	36.1%		118,665	4.0%
Total transaction deposits		7,142,863	86.1%		7,217,857	87.6%		(74,994)	(1.0)%
Time deposits < $250,000		825,624	10.0%		731,710	8.9%		93,914	12.8%
Time deposits ≥ $250,000		324,147	3.9%		288,326	3.5%		35,821	12.4%
Total time deposits		1,149,771	13.9%		1,020,036	12.4%		129,735	12.7%
Total deposits	$	8,292,634	100.0%	$	8,237,893	100.0%	$	54,741	0.7%

The following table shows uninsured time deposits by scheduled maturity as of December 31, 2025:


	December 31, 2025
Three months or less	$	75,673
Over 3 months through 6 months		63,985
Over 6 months through 12 months		93,834
Thereafter		28,572
Total uninsured time deposits	$	262,064

At December 31, 2025 and 2024, time deposits that were scheduled to mature within 12 months totaled $1.0 billion and $822.6 million, respectively. Of the time deposits scheduled to mature within 12 months at December 31, 2025, $301.7 million were in denominations of $250 thousand or more, and $704.5 million were in denominations less than $250 thousand. Approximately 76% of our total deposits were FDIC insured at December 31, 2025. Additionally, the Company participates in the IntraFi Cash Service program, which allows depositors to receive reciprocal FDIC insurance coverage. The Company had $0.8 billion and $1.0 billion of deposits in the program at December 31, 2025 and 2024, respectively.

Long-term debt

In 2021, the Company issued and sold a fixed-to-floating rate subordinated note totaling $40.0 million. The balance on the note at December 31, 2025, net of long-term debt issuance costs totaling $0.1 million, totaled $39.9 million. Interest expense totaling $1.2 million was recorded in the consolidated statements of operations during the years ended December 31, 2025 and 2024.

The note is subordinated, unsecured and matures on November 15, 2031. Payments consist of interest only. Interest expense on the note is payable semi-annually in arrears and will bear interest at 3.00% per annum until November 15, 2026 (or any earlier redemption date). From November 15, 2026 until November 15, 2031 (or any earlier redemption date) payments will be made quarterly in arrears, and the interest rate will reset quarterly to an interest rate per annum equal to the then current three-month term SOFR plus 203 basis points. The Company deployed the net proceeds from the sale of the note for general corporate purposes. Prior to November 5, 2026, the Company may redeem the note only under certain limited circumstances. Beginning on November 5, 2026 through maturity, the note may be redeemed, at the Company’s option, on any scheduled interest payment date. Any redemption by the Company would be at a redemption price equal to 100% of the principal 67

Table of Contents amount of the note being redeemed, together with any accrued and unpaid interest on the note being redeemed up to but excluding the date of redemption. The note is not subject to redemption at the option of the holder.

As part of the acquisition of BOJH on October 1, 2022, the Company assumed three subordinated note purchase agreements to issue and sell fixed-to-floating rate notes totaling $15.0 million. The balance on the notes at December 31, 2025, net of a fair value adjustment related to the acquisition totaling $0.1 million, totaled $14.9 million. Interest expense related to the notes totaling $0.6 million was recorded in the consolidated statements of operations during the years ended December 31, 2025 and 2024.

The three notes, containing similar terms, are subordinated, unsecured and mature on June 15, 2031. Payments consist of interest only. Interest expense on the notes is payable semi-annually in arrears and will bear interest at 3.75% per annum until June 15, 2026 (or any earlier redemption date). From June 15, 2026 until June 15, 2031 (or any earlier redemption date) payments will be made quarterly in arrears, and the interest rate shall reset quarterly to an interest rate per annum equal to the then current three-month term SOFR plus 306 basis points. Prior to June 15, 2026, the Company may redeem the notes only under certain limited circumstances. Beginning on June 15, 2026 through maturity, the notes may be redeemed, at the Company’s option, on any scheduled interest payment date. Any redemption by the Company would be at a redemption price equal to 100% of the principal amount of the notes being redeemed, together with any accrued and unpaid interest on the notes being redeemed up to but excluding the date of redemption. The notes are not subject to redemption at the option of the holder.

Other borrowings

At December 31, 2025 and December 31, 2024, the Company sold securities under agreements to repurchase totaling $17.4 million and $18.9 million, respectively. In addition, as a member of the FHLB, the Company has access to a line of credit and term financing from the FHLB with total available credit of $1.5 billion and $1.7 billion at December 31, 2025 and 2024, respectively. The Company may utilize the FHLB line of credit as a funding mechanism for originated loans and loans held for sale. At December 31, 2025 and December 31, 2024, NBH Bank had zero and $50.0 million, respectively, of outstanding borrowings with the FHLB. The Company may pledge investment securities and loans as collateral for FHLB advances. There were no investment securities pledged at December 31, 2025 or December 31, 2024. Loans pledged were $2.4 billion and $2.6 billion at December 31, 2025 and 2024, respectively. The Company incurred $2.7 million and $4.6 million of interest expense related to FHLB advances or other short-term borrowings for the years ended December 31, 2025 and 2024, respectively.

Regulatory Capital

Our subsidiary banks and the holding company are subject to the regulatory capital adequacy requirements of the Federal Reserve Board and the FDIC, as applicable. Failure to meet the minimum capital requirements can initiate certain mandatory and possibly further discretionary actions by regulators that could have a material adverse effect on us. At December 31, 2025 and 2024, our subsidiary banks and the consolidated holding company exceeded all capital ratio requirements under prompt corrective action and other regulatory requirements, as further detailed in note 13 of our consolidated financial statements.

Results of Operations

Our net income depends largely on net interest income, which is the difference between interest income from interest earning assets and interest expense on interest bearing liabilities. Our results of operations are also affected by provisions for credit losses and non-interest income, such as service charges, bank card income, swap fee income, and gain on sale of mortgages. Our primary operating expenses, aside from interest expense, consist of salaries and benefits, occupancy costs, telecommunications data processing expense, FDIC deposit insurance and intangible assets amortization. Any expenses related to the resolution of problem assets are also included in non-interest expense.

Overview of results of operations

Net income totaled $109.6 million, $2.85 per diluted share, during the year ended December 31, 2025. During the year ended December 31, 2024, net income totaled $118.8 million, $3.08 per diluted share. Pre-provision net revenue FTE increased $0.2 68

Table of Contents million to $159.3 million during the year ended December 31, 2025, compared to 2024. The return on average tangible assets was 1.22% during the year ended December 31, 2025, and the return on average tangible common equity was 11.36%. During the year ended December 31, 2024, the return on average tangible assets was 1.30%, and the return on average tangible common equity was 13.65%.

Adjusting for pre-tax acquisition-related expenses totaling $7.2 million and loss on security sales totaling $3.3 million, net income totaled $117.6 million, $3.06 per diluted share, during the year ended December 31, 2025. The adjusted return on average tangible assets was 1.30% during the year ended December 31, 2025, and the adjusted return on average tangible common equity was 12.15%.

Net interest income

We regularly review net interest income metrics to provide us with indicators of how the various components of net interest income are performing. We regularly review (i) our loan mix and the yield on loans; (ii) the investment portfolio and the related yields; (iii) our deposit mix and the cost of deposits; and (iv) net interest income simulations for various forecast periods.

The effects of trade-date accounting of investment securities for which the cash had not settled are not considered interest earning assets and are excluded from this presentation for timeframes prior to their cash settlement, as are the market value adjustments on the investment securities available-for-sale and loans.

Table of Contents The table below presents the components of net interest income on an FTE basis for the years ended December 31, 2025, 2024 and 2023.


		For the year ended					For the year ended					For the year ended
		December 31, 2025					December 31, 2024					December 31, 2023
		Average balance		Interest		Average rate	Average balance		Interest		Average rate	Average balance		Interest		Average rate
Interest earning assets:
Originated loans FTE^(1)(2)(3)^		$	6,267,041	$	406,765	6.49%	$	6,186,075	$	418,512	6.77%	$	5,739,310	$	361,032	6.29%
Acquired loans			1,230,962		74,323	6.04%		1,516,032		92,666	6.11%		1,700,419		104,933	6.17%
Loans held for sale			21,007		1,404	6.68%		16,801		1,182	7.04%		21,756		1,510	6.94%
Investment securities available-for-sale			687,511		18,238	2.65%		770,023		17,532	2.28%		774,337		15,370	1.98%
Investment securities held-to-maturity			682,270		19,515	2.86%		557,438		11,164	2.00%		620,595		10,960	1.77%
Other securities			31,381		1,723	5.49%		28,893		1,832	6.34%		44,936		3,254	7.24%
Interest earning deposits			132,717		5,672	4.27%		78,756		2,474	3.14%		121,758		4,455	3.66%
Total interest earning assets FTE^(2)^		$	9,052,889	$	527,640	5.83%	$	9,154,018	$	545,362	5.96%	$	9,023,111	$	501,514	5.56%
Cash and due from banks		$	77,858				$	92,705				$	109,496
Other assets			805,056					774,859					725,797
Allowance for credit losses			(90,582)					(96,931)					(91,956)
Total assets		$	9,845,221				$	9,924,651				$	9,766,448
Interest bearing liabilities:
Interest bearing demand, savings and money market deposits		$	4,947,336	$	127,520	2.58%	$	5,070,271	$	151,683	2.99%	$	4,337,231	$	87,957	2.03%
Time deposits			1,091,641		37,906	3.47%		1,019,978		34,509	3.38%		970,983		21,421	2.21%
Federal Home Loan Bank advances			58,320		2,668	4.57%		84,013		4,594	5.47%		423,783		21,991	5.19%
Other borrowings^(4)^			38,833		1,102	2.84%		17,973		21	0.12%		19,346		22	0.11%
Long-term debt, net			54,576		2,073	3.80%		54,346		2,073	3.81%		54,036		2,073	3.84%
Total interest bearing liabilities		$	6,190,706	$	171,269	2.77%	$	6,246,581	$	192,880	3.09%	$	5,805,379	$	133,464	2.30%
Demand deposits			2,162,898					2,252,887					2,660,525
Other liabilities			134,766					162,797					144,767
Total liabilities			8,488,370					8,662,265					8,610,671
Shareholders’ equity			1,356,851					1,262,386					1,155,777
Total liabilities and shareholders’ equity		$	9,845,221				$	9,924,651				$	9,766,448
Net interest income FTE^(2)^				$	356,371				$	352,482				$	368,050
Interest rate spread FTE^(2)^						3.06%					2.87%					3.26%
Net interest earning assets		$	2,862,183				$	2,907,437				$	3,217,732
Net interest margin FTE^(2)^						3.94%					3.85%					4.08%
Average transaction deposits		$	7,110,234				$	7,323,158				$	6,997,756
Average total deposits			8,201,875					8,343,136					7,968,739
Ratio of average interest earning assets to average interest bearing liabilities			146.23%					146.54%					155.43%

---	---	---
(1)		Originated loans are net of deferred loan fees, less costs, which are included in interest income over the life of the loan.
(2)		Presented on an FTE basis using the statutory tax rate of 21% for all periods presented. The taxable equivalent adjustments included above are $7,866, $7,094 and $6,099 for the years ended December 31, 2025, 2024 and 2023, respectively.
(3)		Loan fees included in interest income totaled $12,747, $13,484 and $13,905 during 2025, 2024 and 2023, respectively.
(4)		Other borrowings includes securities sold under agreements to repurchase and cash collateral received from counterparties in connection with derivative swap agreements.

Net interest income on an FTE basis increased $3.9 million to $356.4 million during the year ended December 31, 2025, compared to the year ended December 31, 2024. During the year ended December 31, 2025, the FTE net interest margin expanded nine basis points to 3.94%, compared to the year ended December 31, 2024. The cost of funds improved 22 basis points to 2.05%, during the year ended December 31, 2025, partially offset by a 13 basis point decrease in earning asset yields, compared to the year ended December 31, 2024.

Average loans comprised $7.5 billion, or 82.8%, of total average interest earning assets during the year ended December 31, 2025, compared to $7.7 billion, or 84.1%, during the year ended December 31, 2024.

Average investment securities comprised 15.1% and 14.5% of total interest earning assets during the years ended December 31, 2025 and 2024, respectively. Average interest bearing cash balances totaled $132.7 million during the year ended December 31, 2025, compared to $78.8 million for the prior year. 70

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Average interest bearing liabilities decreased $55.9 million during the year ended December 31, 2025, compared to the year ended December 31, 2024. The decrease was primarily driven by lower interest bearing demand, savings and money market deposits totaling $122.9 million and FHLB advances totaling $25.7 million. The decrease was partially offset by higher time deposits totaling $71.7 million, and other borrowings totaling $20.9 million.

The following table summarizes the changes in net interest income on an FTE basis by major category of interest earning assets and interest bearing liabilities, identifying changes related to volume and changes related to rates for 2025, 2024 and 2023:


		The year ended December 31, 2025						The year ended December 31, 2024
		compared to						compared to
		the year ended December 31, 2024						the year ended December 31, 2023
		Increase (decrease) due to						Increase (decrease) due to
		Volume		Rate		Net		Volume		Rate		Net
Interest income:
Originated loans FTE^(1)(2)(3)^		$	5,255	$	(17,002)	$	(11,747)	$	30,225	$	27,255	$	57,480
Acquired loans			(17,212)		(1,131)		(18,343)		(11,270)		(997)		(12,267)
Loans held for sale			281		(59)		222		(349)		21		(328)
Investment securities available-for-sale			(2,189)		2,895		706		(98)		2,260		2,162
Investment securities held-to-maturity			3,571		4,780		8,351		(1,265)		1,469		204
Other securities			137		(246)		(109)		(1,017)		(405)		(1,422)
Interest earning deposits			2,306		892		3,198		(1,351)		(630)		(1,981)
Total interest income		$	(7,851)	$	(9,871)	$	(17,722)	$	14,875	$	28,973	$	43,848
Interest expense:
Interest bearing demand, savings and money market deposits		$	(3,169)	$	(20,994)	$	(24,163)	$	21,930	$	41,796	$	63,726
Time deposits			2,488		909		3,397		1,658		11,430		13,088
Federal Home Loan Bank advances			1,846		801		2,647		(18,579)		1,182		(17,397)
Other borrowings^(4)^			(440)		(531)		(971)		(2)		1		(1)
Long-term debt, net			(1,118)		(1,403)		(2,521)		12		(12)		—
Total interest expense			(393)		(21,218)		(21,611)		5,019		54,397		59,416
Net change in net interest income		$	(7,458)	$	11,347	$	3,889	$	9,856	$	(25,424)	$	(15,568)

---	---	---
(1)		Originated loans are net of deferred loan fees, less costs, which are included in interest income over the life of the loan.
(2)		Presented on an FTE basis using the statutory tax rate of 21% for all periods presented. The taxable equivalent adjustments included above are $7,866, $7,094 and $6,099 for the years ended December 31, 2025, 2024 and 2023, respectively.
(3)		Loan fees included in interest income totaled $12,747, $13,484 and $13,905 for the years ended December 31, 2025, 2024 and 2023, respectively.
(4)		Other borrowings includes securities sold under agreements to repurchase and cash collateral received from counterparties in connection with derivative swap agreements.

Below is a breakdown of average deposits and the average rates paid during the periods indicated:


	For the three months ended						For the years ended
	December 31, 2025			December 31, 2024			December 31, 2025			December 31, 2024
			Average			Average			Average			Average
	Average		rate	Average		rate	Average		rate	Average		rate
	balance		paid	balance		paid	balance		paid	balance		paid
Non-interest bearing demand	$	2,151,701	0.00%	$	2,249,614	0.00%	$	2,162,898	0.00%	$	2,252,887	0.00%
Interest bearing demand		1,204,877	2.15%		1,386,579	2.58%		1,268,672	2.32%		1,392,854	2.87%
Money market accounts		3,046,184	2.74%		3,090,333	3.21%		3,069,473	2.99%		3,048,326	3.47%
Savings accounts		597,480	1.03%		610,887	1.01%		609,191	1.05%		629,091	0.96%
Time deposits		1,154,614	3.53%		1,034,560	3.53%		1,091,641	3.47%		1,019,978	3.38%
Total average deposits	$	8,154,856	1.92%	$	8,371,973	2.12%	$	8,201,875	2.02%	$	8,343,136	2.23%

Table of Contents Provision for credit losses

The provision for credit losses represents the amount of expense that is necessary to bring the ACL to a level that we deem appropriate to absorb estimated lifetime losses inherent in the loan portfolio and estimated losses inherent in unfunded loans as of the balance sheet date. The determination of the ACL, and the resultant provision for credit losses, is subjective and involves significant estimates and assumptions.

The Company continued to prudently manage credit risk in 2025, further strengthening our credit profile through proactive monitoring of credit. During the year ended December 31, 2025, the Company recorded provision expense for credit losses totaling $17.8 million, including $18.2 million provision expense for funded loans and $0.4 million of provision release for unfunded loan commitments. Provision expense for credit losses during the year ended December 31, 2025 was recorded primarily due to proactive credit actions taken on three credits during the fourth quarter and a charge-off on one credit during the first quarter due to suspected fraud by the borrower. During the year ended December 31, 2024, the Company recorded provision expense for credit losses totaling $6.8 million, including $6.3 million of provision expense for funded loans and $0.5 million of provision expense for unfunded loan commitments. The allowance for credit losses totaled 1.18% and 1.22% of total loans at December 31, 2025 and 2024, respectively.

Non-interest income

The table below details the components of non-interest income for the years presented:


	For the years ended December 31,						2025 vs 2024			2024 vs 2023
							Increase (decrease)			Increase (decrease)
	2025		2024		2023		Amount		% Change	Amount		% Change
Service charges	$	16,694	$	17,957	$	18,225	$	(1,263)	(7.0)%	$	(268)	(1.5)%
Bank card fees		17,821		18,963		19,636		(1,142)	(6.0)%		(673)	(3.4)%
Mortgage banking income		11,085		11,228		13,634		(143)	(1.3)%		(2,406)	(17.6)%
Bank-owned life insurance income		4,385		3,005		3,269		1,380	45.9%		(264)	(8.1)%
Loss on security sales		(3,348)		(6,582)		—		3,234	49.1%		(6,582)	(100)%
Other non-interest income		20,929		16,660		9,153		4,269	25.6%		7,507	82.0%
Total non-interest income	$	67,566	$	61,231	$	63,917	$	6,335	10.3%	$	(2,686)	(4.2)%

Non-interest income increased $6.3 million, or 10.3%, to $67.6 million for the year ended December 31, 2025, compared to the year ended December 31, 2024. The Company executed strategic balance sheet actions during the years ended December 31, 2025 and 2024, which resulted in security sale losses of $3.3 million and $6.6 million, respectively. Excluding these items, non-interest income increased $3.1 million. Other non-interest income increased $4.3 million, primarily driven by $3.9 million of unrealized gains on partnership investments, a $0.9 million increase in gains on sales of previously consolidated banking center properties, and a $0.8 million increase in trust income. These increases were partially offset by decreases in SBA loan sale gains and swap fee income.

Non-interest expense

The table below details the components of non-interest expense for the years presented:


	For the years ended December 31,						2025 vs 2024			2024 vs 2023
							Increase (decrease)			Increase (decrease)
	2025		2024		2023		Amount		% Change	Amount		% Change
Salaries and benefits	$	148,334	$	146,243	$	137,701	$	2,091	1.4%	$	8,542	6.2%
Occupancy and equipment		45,829		39,951		37,552		5,878	14.7%		2,399	6.4%
Data processing		18,257		17,481		13,110		776	4.4%		4,371	33.3%
Marketing and business development		4,346		3,989		4,002		357	8.9%		(13)	(0.3)%
FDIC deposit insurance		4,355		5,390		7,008		(1,035)	(19.2)%		(1,618)	(23.1)%
Bank card expenses		4,494		5,185		5,769		(691)	(13.3)%		(584)	(10.1)%
Professional fees		12,527		7,062		10,464		5,465	77.4%		(3,402)	(32.5)%
Other non-interest expense		18,683		21,377		18,979		(2,694)	(12.6)%		2,398	12.6%
Other intangible assets amortization		7,817		7,939		7,386		(122)	(1.5)%		553	7.5%
Total non-interest expense	$	264,642	$	254,617	$	241,971	$	10,025	3.9%	$	12,646	5.2%

Table of Contents During the year ended December 31, 2025, non-interest expense totaled $264.6 million, which included $7.2 million of expenses from the Vista acquisition, compared to non-interest expense of $254.6 million in the prior year. Excluding the acquisition-related expenses, which are primarily professional fees, the current year non-interest expense totaled $257.5 million. Occupancy and equipment expense increased $5.9 million primarily driven by the 2UniFi capitalized asset depreciation in connection with the launch of 2UniFi in the third quarter of 2025.

Income taxes

Income taxes are accounted for in accordance with ASC Topic 740. Under this guidance, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. ASC Topic 740 requires the establishment of a valuation allowance against the net deferred tax asset unless it is more-likely-than-not that the tax benefit of the deferred tax asset will be realized. For purposes of projecting whether the deferred tax asset will be realized, we consider tax regulations of the jurisdictions in which we operate, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results, or the ability to implement tax planning strategies varies, adjustments to the carrying value of the deferred tax assets may be required. We believe that it is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax assets.

Income tax expense totaled $24.1 million during 2025, compared to $26.4 million during 2024. The decrease in income tax expense was driven by lower pre-tax income. The effective tax rate for 2025 was 18.0%, compared to 18.2% for 2024. As of December 31, 2025, our marginal tax rate (the rate we pay on each incremental dollar of earnings) was approximately 23%. However, our effective tax rate (income tax expense divided by income before income taxes) for a given period differs from our marginal rate largely due to income and expense items that are non-taxable or non-deductible in the calculation of income tax expense. The lower effective tax rate compared to the federal statutory tax rate was primarily due to interest income from tax-exempt lending, bank-owned life insurance income and the relationship of these items to pre-tax income.

On July 4, 2025, the OBBBA was signed into law, enacting significant changes to U.S. tax regulations, including the restoration of 100% bonus depreciation for qualifying assets placed in service after January 19, 2025, and the immediate deductibility of domestic research and experimentation expenditures for tax years beginning after December 31, 2024. The bill also allows companies to elect to deduct any remaining unamortized domestic research and experimental expenditures previously capitalized under prior law from 2022 to 2024 either fully in 2025 or ratably or two years (2025 and 2026). The Company elected to fully deduct the remaining costs in 2025.

As a result of the enactment of the OBBBA, the Company remeasured its deferred tax assets and liabilities during the third quarter of 2025 and recorded a reduction in net deferred tax assets, primarily driven by the reversal of deferred tax assets related to the capitalization of R&D expenditures (Section 174). The Company has $10.7 million and $35.3 million of net deferred tax assets at December 31, 2025 and December 31, 2024, respectively. The accelerated tax deductions under the new law, which permit immediate expensing, reduced the temporary differences that previously created these deferred tax assets.

Liquidity and Capital Resources

Liquidity

Liquidity risk management is an important element in our asset/liability management. The Company maintains a robust liquidity profile at its holding company and the Banks, collectively as well as separately. The Company is prudently managing liquidity in the current environment and maintains a liquidity profile focused on core deposits and stable long-term funding sources. Liquidity is supplemented with a variety of secured and unsecured wholesale funding sources across the maturity spectrum, which allows for the effective management of concentration and rollover risk. The Company’s corporate treasury team measures liquidity needs through daily cash monitoring, weekly cash projections and monthly liquidity measures reviewed in conjunction with Board-approved liquidity policy limits. The Company also regularly conducts stress tests to its Board-approved contingency funding plan to assess potential liquidity outflows or funding concerns resulting from economic disruptions, volatility in the financial markets, unexpected credit events or other significant occurrences deemed problematic by management. These scenarios are incorporated into the contingency funding plan, which provides the basis for the identification of our liquidity needs and are monitored monthly by our Asset and Liability Committee. 73

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The Company’s primary sources of funds include revenue from interest income and noninterest income as well as cash flows from loan repayments, payments from securities related to maturities and amortization, the sale of loans, and funds generated by deposits, in addition to the use of funds from private debt offerings.

On-balance sheet liquidity is represented by our cash and cash equivalents, and unencumbered investment securities, and is detailed in the table below as of December 31, 2025 and 2024:


	December 31, 2025		December 31, 2024
Cash and due from banks	$	417,058	$	127,848
Unencumbered investment securities, at fair value		466,935		319,949
Total	$	883,993	$	447,797

Total on-balance sheet liquidity increased $436.2 million at December 31, 2025, compared to December 31, 2024. The increase was due to higher cash and due from banks of $289.2 million and $147.0 million higher unencumbered available-for-sale and held-to-maturity securities balances. As of December 31, 2025, approximately $658.4 million of investment securities were pledged to the Federal Reserve and to secure client deposits and repurchase agreements.

The Company’s investment portfolio remains positioned in liquid and readily marketable instruments and is a significant source of on-balance sheet collateral to secure borrowing capacity. Our investment securities portfolio is evaluated under established Asset and Liability Committee objectives and is structured as a liquidity portfolio, and only security fair values are used for the liquidity assessment. The fair value of total investment securities was $1.1 billion at December 31, 2025, compared to $1.0 billion at December 31, 2024. As of December 31, 2025, the fair value was inclusive of pre-tax net unrealized losses of $57.3 million on the available-for-sale securities portfolio. Additionally, our held-to-maturity securities portfolio had $54.3 million of pre-tax net unrealized losses. The gross unrealized gains and losses are detailed in note 4 of our consolidated financial statements. As of December 31, 2025, our investment securities portfolio consisted primarily of MBS, all of which were issued or guaranteed by U.S. government agencies or sponsored enterprises. The anticipated repayments and marketability of these securities offer substantial resources and flexibility to meet new loan demand, reinvest in the investment securities portfolio, or provide optionality for reductions in our deposit funding base. At December 31, 2025, the duration of the investment securities portfolio was 3.7 years and the weighted average life was 4.4 years.

As part of its liquidity management activities, the Company pledges collateral at its secured funding providers to ensure immediate availability of funding, which includes maintaining borrowing capacity at both the FHLB and the Federal Reserve. The Company does not consider borrowing capacity at the Federal Reserve a primary source of funding; however, it could be used as a potential source of funds in a stressed environment or during a market disruption. The amount of available contingent secured borrowing capacity may fluctuate based on the level of borrowings outstanding and level of assets pledged.

The table below details those amounts as of the dates shown:


	December 31, 2025		December 31, 2024
Available FHLB borrowing capacity	$	1,536,090	$	1,697,259
Federal Reserve Bank discount window		1,416,059		880,892
Total off-balance sheet funds available	$	2,952,149	$	2,578,151

The Company had pledged $4.3 billion and $3.7 billion of loans as collateral to the FHLB and FRB discount window at December 31, 2025 and December 31, 2024, respectively. FHLB borrowing capacity totaled $1.5 billion and $1.7 billion at December 31, 2025 and December 31, 2024, respectively. At December 31, 2025, there were no outstanding borrowings with the FHLB, leaving undrawn borrowing capacity of $1.5 billion. At December 31, 2024, the Company had $50.0 million of outstanding borrowings with the FHLB, leaving undrawn borrowing capacity of $1.7 billion. At December 31, 2025, the 74

Table of Contents Company’s available secured and committed borrowing capacity at the FHLB and Federal Reserve totaled $3.0 billion, compared to $2.6 billion at December 31, 2024.

In addition to core deposit and secured funding, the Company also accesses a variety of other short-term and long-term unsecured funding sources, which includes access to Cambr platform deposits, multiple brokered deposit platform options and lines of credit. Management does not rely on any one source of liquidity and manages availability in response to changing balance sheet needs, as well as within prudently defined concentration and policy limits. The Company executes periodic test trades to assess the level of access and operational processes associated with its secured and unsecured funding sources.

We anticipate that the sources of funds discussed above will provide adequate funding and liquidity for at least a 12-month period and the foreseeable future, and we may utilize any combination of these funding sources for long-term liquidity needs if deemed prudent.

Our primary uses of funds are loan fundings, investment security purchases, withdrawals of deposits, capital expenditures, operating expenses, and share repurchases. Additionally, $89.0 million was paid as consideration in connection with the Vista acquisition on January 7, 2026.

At present, financing activities primarily consist of changes in deposits and repurchase agreements, and advances from the FHLB, in addition to the payment of dividends and the repurchase of our common stock. Maturing time deposits represent a potential use of funds. As of December 31, 2025, $1.0 billion of time deposits were scheduled to mature within 12 months. Based on the current interest rate environment and market conditions, our consumer banking strategy is to focus on attracting and maintaining both lower cost transaction accounts and time deposits.

As previously discussed, during 2021, the Company entered into a subordinated note purchase agreement to issue and sell a fixed-to-floating note. The Company deployed the net proceeds from the sale of the note for general corporate purposes. Additionally, as part of the acquisition of BOJH on October 1, 2022, the Company assumed three subordinated note purchase agreements to issue and sell fixed-to-floating rate notes. The balance on all subordinated notes totaled $54.5 million at December 31, 2025 and 2024.

We enter into contractual obligations that require a future cash settlement. These may include operating lease obligations, purchase obligations, time deposits and issuance of long-term debt. For the year ended December 31, 2025, contractual obligations totaled $1.2 billion with $1.0 billion estimated to be paid within one year. Included within those contractual obligations were time deposits totaling $1.2 billion, with $1.0 billion of that estimated to be paid within one year.

For additional information regarding our operating, investing and financing cash flows, see our consolidated statements of cash flows in the accompanying consolidated financial statements.

Capital

Under the Basel III requirements, at December 31, 2025, the Company, NBH Bank and BOJHT met all capital adequacy requirements, and the Banks had regulatory capital ratios in excess of the levels established for well-capitalized institutions. For more information on regulatory capital, see note 13 in our consolidated financial statements.

Our shareholders’ equity is impacted by earnings, changes in unrealized gains and losses on securities, net of tax, stock-based compensation activity, share repurchases, shares issued in connection with acquisitions and the payment of dividends. On January 7, 2026, the Company issued 7.3 million new shares of common stock as part of the consideration related to the Vista acquisition.

The Board of Directors has authorized multiple programs to repurchase shares of the Company’s common stock from time to time either in the open market or in privately negotiated transactions in accordance with applicable regulations of the SEC. On January 27, 2026, the Company announced that its Board of Directors authorized a new stock repurchase program under which the Company may repurchase up to $100.0 million of its common stock from time to time in the open market or in privately negotiated transactions in accordance with applicable regulations of the SEC. The timing and amount of any share 75

Table of Contents repurchases will be determined by the Company’s management based on market conditions and other factors. No time limit was set for completion of the program. This new program replaces in its entirety the stock repurchase program that was authorized by the Board of Directors on May 9, 2023.

During the year ended December 31, 2025, the Company repurchased 416,795 shares of common stock for $15.2 million at a weighted average price per share of $36.40.

On January 22, 2026, our Board of Directors declared a quarterly dividend of $0.32 per issued and outstanding share of common stock, payable on March 13, 2026 to shareholders of record at the close of business on February 27, 2026. All subsequent dividends are subject to review and approval by the Company’s Board of Directors in its discretion. The decision of whether to pay any future dividends and the amount of any such dividends will be based on, among other things, the Company’s financial position, results of operations, cash flows, capital requirements, the requirements of applicable law and any other factors that the Board of Directors may deem relevant.

Asset/Liability Management and Interest Rate Risk

The Board of Directors meets as often as necessary, but no less than quarterly, to review financial statements, significant accounting policy changes, liquidity, interest rate risk and asset and liability management. The Board also oversees the performance of our internal audit function as well as serves as an independent and objective body to monitor and assess our compliance with legal and regulatory requirements as well as internal control systems. Management and the Board of Directors are responsible for managing interest rate risk and employing risk management policies that monitor and limit this exposure. Interest rate risk is measured using net interest income simulations and market value of portfolio equity analyses. These analyses use various assumptions, including the nature and timing of interest rate changes, yield curve shape, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, and reinvestment/replacement of asset and liability cash flows.

Interest rate risk results from the following:


●		Repricing risk — timing differences in the repricing and maturity of interest-earning assets and interest-bearing liabilities;
●		Option risk — changes in the expected maturities of assets and liabilities, such as borrowers’ ability to prepay loans at any time and depositors’ ability to redeem certificates of deposit before maturity;
●		Yield curve risk — changes in the yield curve where interest rates increase or decrease in a nonparallel fashion; and
●		Basis risk — changes in spread relationships between different yield curves.

The Asset Liability Committee, a cross-functional committee comprised of executive management and senior leaders, meets monthly to review, among other things, the sensitivity of the Company’s assets and liabilities to interest rate changes, local and national market conditions and interest rates. The Asset Liability Committee also reviews the liquidity, capital, deposit mix, loan mix and investment positions of the Company. The Company’s principal objective regarding asset and liability management is to evaluate interest rate risk within the balance sheet and pursue a controlled assumption of interest rate risk while preserving adequate levels of liquidity and capital.

Instantaneous parallel rate shift scenarios are modeled and utilized to evaluate risk and establish exposure limits for acceptable changes in net interest margin. These scenarios, known as rate shocks, simulate an instantaneous change in interest rates and utilize various assumptions, including, but not limited to, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, reinvestment and replacement of asset and liability cash flows.

We also analyze the economic value of equity as a secondary measure of interest rate risk. This is a complementary measure to net interest income where the calculated value is the result of the market value of assets less the market value of liabilities. The economic value of equity is a longer term view of interest rate risk because it measures the present value of the future cash flows. The impact of changes in interest rates on this calculation is analyzed for the risk to our future earnings and is used in conjunction with the analyses on net interest income.

Table of Contents Our interest rate risk model indicated that the Company was in an asset sensitive position in terms of interest rate sensitivity at December 31, 2025. The table below illustrates the impact of an immediate and sustained 200 and 100 basis point increase and a 100 and 200 basis point decrease in interest rates on net interest income based on the interest rate risk model at the respective dates:


Hypothetical
shift in interest	% change in projected net interest income
rates (in bps)	December 31, 2025	December 31, 2024
200	4.65%	1.72%
100	2.36%	0.87%
(100)	(1.95)%	(1.05)%
(200)	(3.13)%	(2.11)%

Many assumptions are used to calculate the impact of interest rate fluctuations. Actual results may be significantly different than our projections due to several factors, including the timing and frequency of rate changes, market conditions and the shape of the yield curve. The computations of interest rate risk shown above do not include actions that management may undertake to manage the risks in response to anticipated changes in interest rates and actual results may also differ due to any actions taken in response to the changing rates.

As part of the asset/liability management strategy to manage primary market risk exposures expected to be in effect in future reporting periods, management has executed interest rate derivatives primarily using floors and collars. For further discussion of the Company’s derivative contracts refer to note 20. The strategy with respect to liabilities has been to continue to emphasize transaction deposit growth, particularly non-interest or low interest bearing non-maturing deposit accounts while building long-term client relationships. Non-maturing deposit accounts totaled 86.1% of total deposits at December 31, 2025, compared to 87.6% at December 31, 2024.

Impact of Inflation and Changing Prices

An inflationary environment may impact our financial performance and may impact our clients, including but not limited to impacts on assets, earnings, capital levels and growth opportunities. While we plan to continue our disciplined approach to expense management, an inflationary environment may cause wage pressures and general increases in our cost of doing business, which may increase our non-interest expense.

Unlike most industrial companies, virtually all of our assets and liabilities are monetary in nature. As a result, changes in interest rates have a more significant impact on our performance than do changes in the general rate of inflation and changes in prices. Interest rate changes do not necessarily move in the same direction, nor have the same magnitude, as changes in the prices of goods and services.

Off-Balance Sheet Activities

In the normal course of business, we are a party to various contractual obligations, commitments and other off-balance sheet activities that contain credit, market, and operational risk that are not required to be reflected in our consolidated financial statements. The most significant of these are the loan commitments that we enter into to meet the financing needs of clients, including commitments to extend credit, commercial and consumer lines of credit and standby letters of credit. As of December 31, 2025 and 2024, we had loan commitments totaling $1.1 billion and $1.4 billion, respectively, and standby letters of credit totaling $8.0 million and $10.8 million, respectively. Unused commitments do not necessarily represent future credit exposure or cash requirements, as commitments often expire without being drawn upon.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK .

The information called for by this item is provided under the caption Asset/Liability Management and Interest Rate Risk in Part II, Item 7-Management’s Discussion and Analysis of Financial Condition and Results of Operations and is incorporated herein by reference. 77

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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA .

Index to Financial Statements


	Page
Report of Independent Registered Public Accounting Firm (KPMG LLP, Kansas City, MO - PCAOB ID 185)<br><br>	79
Consolidated Statements of Financial Condition	82
Consolidated Statements of Operations	83
Consolidated Statements of Comprehensive Income	84
Consolidated Statements of Changes in Shareholders’ Equity	85
Consolidated Statements of Cash Flows	86
Notes to Consolidated Financial Statements	87

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

National Bank Holdings Corporation:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial condition of National Bank Holdings Corporation and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period then ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 24, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Allowance for credit losses related to loans collectively evaluated for impairment

As discussed in Note 7 to the consolidated financial statements, the allowance for credit losses related to loans collectively evaluated for impairment (the collective ACL) was $79.4 million of a total ACL of $87.5 million as of December 31, 2025. The Company estimated the December 31, 2025, collective ACL by first disaggregating the loan portfolio into segments based upon broad characteristics such as primary use and underlying collateral. Within these segments, the portfolio was further disaggregated into classes of loans with similar attributes and risk characteristics. 79

Table of Contents The 2025 collective ACL was determined at the class level, analyzing loss history based upon specific loss drivers and risk factors affecting each loan class. The Company utilized a discounted cash flow (DCF) model developed within a third-party software tool to establish expected lifetime credit losses for the loan portfolio. The 2025 collective ACL was calculated as the difference between the amortized cost basis and the projections from the DCF analysis. The DCF model allows for individual life of loan cash flow modeling, excluding extensions and renewals, using loan-specific interest rates and repayment schedules including estimated prepayment rates and loss recovery timing delays. The model incorporates forecasts of certain national macroeconomic factors (reasonable and supportable forecasts) which drive correlated Probability of Default (“PD”) and Loss Given Default (“LGD”) rates, which in turn, drive the losses predicted in establishing the Company’s 2025 collective ACL. Management accounts for the inherent uncertainty of the underlying economic forecast by reviewing and weighting alternate forecast scenarios. PD and LGD rates along with prepayment rates and loss recovery time delays are determined at a loan class level making use of both internal and peer historical loss rate data. For periods beyond the reasonable and supportable forecast period, the Company reverts to historical long-term average loss rates on a straight-line basis. The length of the forecast period spans four quarters. The length of the reversion period is based on management’s assessment of the length and pattern of the current economic cycle and typically ranges from four to eight quarters. Additionally, the 2025 collective ACL calculation includes subjective adjustments for qualitative risk factors that are likely to cause estimated credit losses to differ from historical experience.

We identified the assessment of the 2025 collective ACL as a critical audit matter. A high degree of audit effort, including specialized skills and knowledge in the industry, and subjective and complex auditor judgment was involved in the assessment of the 2025 collective ACL. Specifically, the assessment encompassed the evaluation of the 2025 collective ACL methodology, including (1) the DCF model and significant assumptions: PD, LGD, prepayment rates, discount rates, loss recovery time delays, the use of peer data, portfolio segmentation, the length and weighting of the reasonable and supportable forecast and the reversion period, and (2) the qualitative risk factors. The assessment also included an evaluation of the conceptual soundness and performance of the underlying models and assumptions. In addition, auditor judgment was required to evaluate the sufficiency of audit evidence obtained.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s measurement of the 2025 collective ACL estimate, including controls over the:

●	development of the 2025 collective ACL methodology,
●	continued use and appropriateness of changes made to the DCF model,
---	---
●	validation of the DCF model to determine if it is fit for use and appropriate to estimate expected credit losses,
---	---
●	identification and determination of the significant assumptions used in the DCF model,
---	---
●	continued use and appropriateness of changes made to the qualitative factors, including the significant assumptions used in the measurement of the qualitative factors,
---	---
●	analysis of the overall ACL results, trends, and ratios.
---	---

We evaluated the Company’s process to develop the 2025 collective ACL estimate by testing certain sources of data, factors, and significant assumptions that the Company used, and considered the relevance and reliability of such data, factors, and significant assumptions, including an evaluation of whether additional factors or alternative assumptions should be used. In addition, we involved credit risk professionals with specialized skills and knowledge, who assisted in:

●	evaluating the Company’s 2025 collective ACL methodology for compliance with U.S. generally accepted accounting principles,

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●	assessing the conceptual soundness of the DCF model by inspecting the model validation documentation to determine whether the model is suitable for its intended use,
●	evaluating judgments made by the Company in the continued use and appropriateness of changes made to the PD, LGD, prepayment rates, loss recovery time delays, use of peer data, and the reversion period assumptions by comparing them to relevant Company-specific metrics and trends, and the applicable industry and regulatory practices,
---	---
●	evaluating the selection of methodology used to develop the economic forecast scenarios, including the weighting of the scenarios, and underlying assumptions, by comparing it to the Company’s business environment and relevant industry practices,
---	---
●	determining whether the loan portfolio is segmented by similar risk characteristics by comparing to the Company’s business environment and relevant industry practices,
---	---
●	evaluating the methodology used to develop the qualitative factors and the effect of those factors on the 2025 collective ACL compared with relevant credit risk factors and consistency with credit trends and identified limitations of the underlying DCF model.
---	---

We also assessed the sufficiency of the audit evidence obtained related to the 2025 collective ACL estimate by evaluating the:

●	Cumulative results of the audit procedures,
●	Qualitative aspects of the Company’s accounting practices,
---	---
●	Potential bias in the accounting estimates.
---	---

We have served as the Company’s auditor since 2010.

Kansas City, Missouri

February 24, 2026

Table of Contents NATIONAL BANK HOLDINGS CORPORATION AND SUBSIDIARIES

Consolidated Statements of Financial Condition

December 31, 2025 and 2024

(In thousands, except share and per share data)


	December 31, 2025		December 31, 2024
ASSETS
Cash and cash equivalents	$	417,058	$	127,848
Investment securities available-for-sale (at fair value)		528,639		527,547
Investment securities held-to-maturity (fair value of $597,449 and $451,386 at December 31, 2025 and December 31, 2024, respectively)		651,732		533,108
Other securities		80,634		76,462
Loans		7,433,356		7,751,143
Allowance for credit losses		(87,415)		(94,455)
Loans, net		7,345,941		7,656,688
Loans held for sale		25,695		24,495
Other real estate owned		1,674		662
Premises and equipment, net		214,554		196,773
Goodwill		306,043		306,043
Intangible assets, net		48,337		58,432
Other assets		263,211		299,635
Total assets	$	9,883,518	$	9,807,693
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Deposits:
Non-interest bearing demand deposits	$	2,204,241	$	2,213,685
Interest bearing demand deposits		1,237,006		1,411,860
Savings and money market		3,701,616		3,592,312
Time deposits		1,149,771		1,020,036
Total deposits		8,292,634		8,237,893
Securities sold under agreements to repurchase		17,350		18,895
Long-term debt, net		54,540		54,511
Federal Home Loan Bank advances		—		50,000
Other liabilities		133,880		141,319
Total liabilities		8,498,404		8,502,618
Shareholders’ equity:
Common stock, par value $0.01 per share: 400,000,000 shares authorized; 51,487,888 and 51,487,888 shares issued; and 37,772,516 and 38,054,482 shares outstanding at December 31, 2025 and December 31, 2024, respectively		515		515
Additional paid-in capital		1,171,581		1,167,431
Retained earnings		572,461		508,864
Treasury stock of 13,412,216 and 13,141,392 shares at December 31, 2025 and December 31, 2024, respectively, at cost		(315,397)		(301,694)
Accumulated other comprehensive loss, net of tax		(44,046)		(70,041)
Total shareholders’ equity		1,385,114		1,305,075
Total liabilities and shareholders’ equity	$	9,883,518	$	9,807,693

See accompanying notes to the consolidated financial statements. 82

Table of Contents NATIONAL BANK HOLDINGS CORPORATION AND SUBSIDIARIES

Consolidated Statements of Operations

For the Years Ended December 31, 2025, 2024 and 2023

(In thousands, except share and per share data)


	2025		2024		2023
Interest and dividend income:
Interest and fees on loans	$	474,626	$	505,266	$	461,376
Interest and dividends on investment securities		37,753		28,696		26,331
Dividends on other securities		1,723		1,832		3,253
Interest on interest bearing bank deposits		5,672		2,474		4,455
Total interest and dividend income		519,774		538,268		495,415
Interest expense:
Interest on deposits		165,426		186,192		109,378
Interest on borrowings		5,843		6,688		24,086
Total interest expense		171,269		192,880		133,464
Net interest income before provision for credit losses		348,505		345,388		361,951
Provision for credit loss expense		17,800		6,755		8,295
Net interest income after provision for credit losses		330,705		338,633		353,656
Non-interest income:
Service charges		16,694		17,957		18,225
Bank card fees		17,821		18,963		19,636
Mortgage banking income		11,085		11,228		13,634
Bank-owned life insurance income		4,385		3,005		3,269
Other non-interest income		20,929		16,660		9,153
Loss on security sales		(3,348)		(6,582)		—
Total non-interest income		67,566		61,231		63,917
Non-interest expense:
Salaries and benefits		148,334		146,243		137,701
Occupancy and equipment		45,829		39,951		37,552
Data processing		18,257		17,481		13,110
Marketing and business development		4,346		3,989		4,002
FDIC deposit insurance		4,355		5,390		7,008
Bank card expenses		4,494		5,185		5,769
Professional fees		12,527		7,062		10,464
Other non-interest expense		18,683		21,377		18,979
Other intangible assets amortization		7,817		7,939		7,386
Total non-interest expense		264,642		254,617		241,971
Income before income taxes		133,629		145,247		175,602
Income tax expense		24,055		26,432		33,554
Net income	$	109,574	$	118,815	$	142,048
Earnings per share—basic	$	2.86	$	3.10	$	3.74
Earnings per share—diluted		2.85		3.08		3.72
Common stock dividend		1.20		1.12		1.04
Weighted average number of common shares outstanding:
Basic		37,964,059		38,212,304		37,937,579
Diluted		38,091,014		38,419,125		38,111,208

See accompanying notes to the consolidated financial statements. 83

Table of Contents NATIONAL BANK HOLDINGS CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the Years Ended December 31, 2025, 2024 and 2023

(In thousands)


	2025		2024		2023
Net income	$	109,574	$	118,815	$	142,048
Other comprehensive income, net of tax:
Securities available-for-sale:
Net unrealized gains arising during the period, net of tax expense of $7,091, $897, and $2,703 for the years ended December 31, 2025, 2024 and 2023, respectively.		22,658		1,110		11,781
Less: reclassification adjustment for loss on security sales realized in net income, net of tax benefit of $783 and $1,534 for the years ended December 31, 2025 and 2024, respectively.		2,565		5,048		—
Less: amortization of net unrealized holding gains to income, net of tax benefit of $5, $23, and $51 for the years ended December 31, 2025, 2024 and 2023, respectively.		(16)		(73)		(166)
Cash flow hedges:
Net unrealized gains (losses) arising during the period, net of tax (expense) benefit of ($421), ($18), and $325 for the years ended December 31, 2025, 2024 and 2023, respectively.		1,364		22		(1,005)
Less: reclassification adjustment for (gains) losses included in net income, net of tax (expense) benefit of ($174), $77, and $362 for the years ended December 31, 2025, 2024 and 2023, respectively.		(576)		253		1,193
Other comprehensive income		25,995		6,360		11,803
Comprehensive income	$	135,569	$	125,175	$	153,851

See accompanying notes to the consolidated financial statements.

Table of Contents NATIONAL BANK HOLDINGS CORPORATION AND SUBSIDIARIES

Consolidated Statements of Changes in Shareholders’ Equity

For the Years Ended December 31, 2025, 2024 and 2023

(In thousands, except share and per share data)


	For the years ended December 31,
									Accumulated
			Additional						other
	Common		paid-in		Retained		Treasury		comprehensive
	stock		capital		earnings		stock		income, net		Total
Balance, December 31, 2022	$	515	$	1,159,508	$	330,721	$	(310,338)	$	(88,204)	$	1,092,202
Net income		—		—		142,048		—		—		142,048
Stock-based compensation		—		7,222		—		—		—		7,222
Issuance of stock under purchase and equity compensation plans, including gain on reissuance of treasury stock of $4,077, net		—		(4,461)		—		3,636		—		(825)
Cash dividends declared ($1.04 per share)		—		—		(39,643)		—		—		(39,643)
Other comprehensive income		—		—		—		—		11,803		11,803
Balance, December 31, 2023	$	515	$	1,162,269	$	433,126	$	(306,702)	$	(76,401)	$	1,212,807
Net income		—		—		118,815		—		—		118,815
Stock-based compensation		—		8,048		—		—		—		8,048
Issuance of stock under purchase and equity compensation plans, including gain on reissuance of treasury stock of $7,699, net		—		(2,886)		—		5,008		—		2,122
Cash dividends declared ($1.12 per share)		—		—		(43,077)		—		—		(43,077)
Other comprehensive income		—		—		—		—		6,360		6,360
Balance, December 31, 2024	$	515	$	1,167,431	$	508,864	$	(301,694)	$	(70,041)	$	1,305,075
Net income		—		—		109,574	-	—		—		109,574
Stock-based compensation		—		7,254		—		—		—		7,254
Issuance of stock under purchase and equity compensation plans, including gain on reissuance of treasury stock of $4,302, net		—		(3,104)		—		1,466		—		(1,638)
Repurchase of 416,795 shares		—		—		—		(15,169)		—		(15,169)
Cash dividends declared ($1.20 per share)		—		—		(45,977)		—		—		(45,977)
Other comprehensive income		—		—		—		—		25,995		25,995
Balance, December 31, 2025	$	515	$	1,171,581	$	572,461	$	(315,397)	$	(44,046)	$	1,385,114

See accompanying notes to the consolidated financial statements.

Table of Contents NATIONAL BANK HOLDINGS CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2025, 2024 and 2023

(In thousands)


		For the years ended December 31,
		2025		2024		2023
Cash flows from operating activities:
Net income		$	109,574	$	118,815	$	142,048
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit loss expense			17,800		6,755		8,295
Depreciation and amortization			28,103		24,191		23,853
Change in current income tax receivable			(2,937)		1,740		3,223
Change in deferred income taxes			24,566		6,357		55
Discount accretion, net of premium amortization on securities			(2,775)		(1,350)		(831)
Gain on sale of mortgages, net			(11,004)		(9,662)		(9,907)
Origination of loans held for sale, net of repayments			(352,038)		(346,588)		(398,438)
Proceeds from sales of loans held for sale			361,842		349,450		407,425
Originations of mortgage servicing rights			(194)		(404)		(1,183)
Proceeds from sales of mortgage servicing rights			2,360		—		5,502
Gain on sale of mortgage servicing rights			(646)		—		(1,052)
Impairment on fixed assets			—		958		349
Gain on sale of fixed assets			(1,562)		(637)		(148)
Stock-based compensation			7,254		8,048		7,222
Loss on security sales			3,348		6,582		—
Operating lease payments			(6,479)		(6,537)		(6,308)
Change in other assets			(2,838)		(16,062)		343
Change in other liabilities			(11,956)		13,615		(13,513)
Net cash provided by operating activities			162,418		155,271		166,935
Cash flows from investing activities:
Proceeds from other securities			50,998		57,527		100,046
Proceeds from maturities and paydowns of investment securities available-for-sale			132,562		157,538		92,032
Proceeds from maturities and paydowns of investment securities held-to-maturity			143,199		63,078		69,555
Proceeds from sales of investment securities available-for-sale			57,836		132,113		—
Proceeds from sales of other real estate owned			523		3,418		581
Purchases of other securities			(51,237)		(44,889)		(106,175)
Purchases of investment securities available-for-sale			(160,543)		(185,713)		—
Purchases of investment securities held-to-maturity			(260,257)		(10,483)		(2,452)
Purchases of premises and equipment, net			(29,920)		(34,592)		(36,834)
Net decrease (increase) in loans			274,797		(73,338)		(477,109)
Proceeds from the sale of loans			28,531		—		1,625
Net cash activity for acquisitions			—		—		(45,300)
Net cash provided by (used in) investing activities			186,489		64,659		(404,031)
Cash flows from financing activities:
Net increase in deposits			54,782		47,229		317,050
Net decrease in repurchase agreements and other short-term borrowings			(1,545)		(732)		(587)
Net payments to the Federal Home Loan Bank			(50,000)		(290,000)		(45,000)
Issuance of stock under purchase and equity compensation plans			(1,738)		(1,515)		(1,534)
Proceeds from exercise of stock options			28		3,555		617
Payment of dividends			(46,055)		(42,945)		(39,643)
Repurchase of common stock			(15,169)		—		—
Net cash (used in) provided by financing activities			(59,697)		(284,408)		230,903
Increase (decrease) in cash and cash equivalents^(1)^			289,210		(64,478)		(6,193)
Cash and cash equivalents at beginning of the year^(1)^			127,848		192,326		198,519
Cash and cash equivalents at end of period^(1)^		$	417,058	$	127,848	$	192,326
Supplemental disclosure of cash flow information during the period:
Cash paid for interest		$	168,398	$	189,973	$	124,426
Net tax payments			10,548		20,841		32,846
Supplemental schedule of non-cash activities:
Loans transferred to other real estate owned at fair value			1,690		9,577		1,207
Increase in loans purchased but not settled			11,067		—		—
Loans transferred from loans held for sale to loans			—		1,159		4,833

---	---	---

(1)		Included in restricted cash at December 31, 2023 was $1.5 million placed in escrow for certain potential liabilities, for which the Company was indemnified, resulting from a previous acquisition. The restricted cash was included in other assets in the Company’s consolidated statements of financial condition. At December 31, 2025 and 2024, there was no restricted cash.

See accompanying notes to the consolidated financial statements.

Table of Contents NATIONAL BANK HOLDINGS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025, 2024 and 2023

Note 1 Basis of Presenta tion

National Bank Holdings Corporation is a bank holding company that has elected financial holding company status and was incorporated in the State of Delaware in 2009. The Company is headquartered in Greenwood Village, Colorado, and its primary operations are conducted through its wholly owned subsidiaries NBH Bank and BOJHT. NBH Bank is a Colorado state-chartered bank and a member of the Federal Reserve, and BOJHT is a Wyoming state-chartered bank and a member of the Federal Reserve. The Company provides a variety of banking products to both commercial and consumer clients through a network of over 90 banking centers as of December 31, 2025, located primarily in Colorado, the greater Kansas City region, Texas, Utah, Wyoming, New Mexico and Idaho, as well as through online and mobile banking products and services.

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, NBH Bank, BOJHT and 2UniFi, LLC. The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP and, where applicable, with general practices in the banking industry or guidelines prescribed by bank regulatory agencies. The consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results presented. All such adjustments are of a normal recurring nature. All significant intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications of prior years’ amounts are made whenever necessary to conform to current period presentation. All amounts are in thousands, except share data, or as otherwise noted.

GAAP requires management to make estimates that affect the reported amounts of assets, liabilities, revenues and expenses and disclosures of contingent assets and liabilities. By their nature, estimates are based on judgment and available information. Management has made significant estimates in certain areas, such as the fair values of financial instruments, contingent liabilities and the ACL. Because of the inherent uncertainties associated with any estimation process and future changes in market and economic conditions, it is possible that actual results could differ significantly from those estimates.

During the third quarter of 2025, the balance sheet caption previously titled ‘Non-marketable securities’ was retitled as ‘Other securities’ without effect to the financial statements beyond the retitle.

Note 2 Summary of Significant Accounting Policies

a) Cash and cash equivalents—Cash and cash equivalents include cash, cash items, amounts due from other banks, amounts due from the FRB of Kansas City, federal funds sold, and interest-bearing bank deposits.

b) Investment securities—Investment securities may be classified in three categories: trading, available-for-sale or held-to-maturity. Management determines the appropriate classification at the time of purchase and reevaluates the classification at each reporting period. Any sales of available-for-sale securities are for the purpose of executing the Company’s asset/liability management strategy, reducing borrowings, funding loan growth, providing liquidity, or eliminating a perceived credit risk in a specific security. Held-to-maturity securities are carried at amortized cost, and the available-for-sale securities are carried at estimated fair value. Unrealized gains or losses on securities available-for-sale are reported as AOCI, a component of shareholders’ equity, net of income tax. Gains and losses realized upon sales of securities are calculated using the specific identification method. Premiums and discounts are amortized to interest income over the estimated lives of the securities. Prepayment experience is periodically evaluated and a determination made regarding the appropriate estimate of the future rates of prepayment. When a change in a bond’s estimated remaining life is necessary, a corresponding adjustment is made in the related premium amortization or discount accretion. Purchases and sales of securities, including any corresponding gains or losses, are recognized on a trade-date basis and a receivable or payable is recognized for pending transaction settlements.

Management evaluates all investments in an unrealized loss position on a quarterly basis, and more frequently when economic or market conditions warrant such evaluation. If the Company has the intent to sell the security or it is more likely than not that the Company will be required to sell the security, the security is written down to fair value and the entire loss is recorded in earnings. If either of the above criteria is not met, we evaluate whether the decline in fair value is the result of 87

Table of Contents credit losses or other factors. In making the assessment, we may consider various factors including the extent to which fair value is less than amortized cost, performance on any underlying collateral, downgrades in the ratings of the security by a rating agency, the failure of the issuer to make scheduled interest or principal payments and adverse conditions specifically related to the security. If the assessment indicates that a credit loss exists, the present value of cash flows expected to be collected are compared to the amortized cost basis of the security and any excess is recorded as an allowance for credit loss. The Company does not measure expected credit losses for U.S. agency-backed held-to-maturity securities, since the risk of nonpayment of the amortized cost basis is zero. Credit losses are not estimated for AIR from investment securities as interest deemed uncollectible is written off through interest income.

c) Other securities— Other securities include FRB stock, FHLB stock, convertible preferred stock, equity method investments and equity securities with readily determinable fair values. FRB and FHLB securities have been acquired for debt facility or regulatory purposes and are carried at cost. Equity method investments are comprised of investments in which the Company’s proportionate share of income or loss is recognized one quarter in arrears in other non-interest income in the consolidated statements of operations. Equity method investments are periodically evaluated for impairment. If impairment is deemed other than temporary, the Company will reduce the carrying value of the investment to the extent it is not recoverable. Other securities also include direct investments in convertible preferred stock. As the convertible preferred stock does not have a readily determinable fair value, it is carried at cost and evaluated periodically for impairment. Impairments of convertible preferred stock will be reflected in earnings in the period in which the cost basis of the investment exceeds fair value. Equity securities with readily determinable fair values are also included with other securities and are generally traded on an exchange where market prices are readily available. Unrealized gains or losses on equity securities with readily determinable fair values are recognized in other non-interest income in the Company’s consolidated statements of operations.

d) Loans receivable—Loans receivable include loans originated by the Company and loans that are acquired through acquisitions. Loans originated by the Company are carried at the principal amount outstanding, net of premiums, discounts, unearned income and deferred loan fees and costs. Loan fees and certain costs of originating loans are deferred and the net amount is amortized over the contractual life of the related loans. Acquired loans are initially recorded at fair value. Non-refundable loan origination and commitment fees, net of direct costs of originating or acquiring loans, and fair value adjustments for acquired loans, are deferred and recognized over the remaining lives of the related loans in accordance with ASC 310-20.

Estimated fair values of acquired loans are based on a discounted cash flow methodology that considers various factors including the type of loan and related collateral, the expected timing of cash flows, classification status, fixed or variable interest rate, term of loan and whether or not the loan is amortizing, and a discount rate reflecting the Company’s assessment of risk inherent in the cash flow estimates. Discounts created when the loans are recorded at their estimated fair values at acquisition are accreted over the remaining term of the loan as an adjustment to the related loan’s yield. Similar to originated loans described below, the accrual of interest income on acquired loans is discontinued when the collection of principal or interest, in whole or in part, is doubtful.

Acquired loans that have been identified as having experienced a more-than-insignificant deterioration in credit quality since origination are PCD loans. The net premium or discount on PCD loans is adjusted by our allowance for credit losses recorded at the time of acquisition. The remaining net premium or discount is accreted or amortized into interest income over the remaining life of the loan using the level yield method. The net premium or discount on non-PCD loans, that includes credit quality and interest rate considerations, is accreted or amortized into interest income over the remaining life of the loan using the level yield method. The Company then records the necessary allowance for credit losses on the non-PCD loans through provision for credit losses expense.

Interest income on acquired loans and interest income on loans originated by the Company is accrued and credited to income as it is earned using the interest method based on daily balances of the principal amount outstanding. However, interest is generally not accrued on loans 90 days or more past due, unless they are well secured and in the process of collection. Additionally, in certain situations, loans that are not contractually past due may be placed on non-accrual status due to the continued failure to adhere to contractual payment terms by the borrower coupled with other pertinent factors, such as insufficient collateral value or deficient primary and secondary sources of repayment. Accrued interest receivable is reversed when a loan is placed on non-accrual status and payments received generally reduce the carrying value of the loan. Interest is not accrued while a loan is on non-accrual status and interest income is generally recognized on a cash basis only after 88

Table of Contents payment in full of the past due principal and collection of principal outstanding is reasonably assured. A loan may be placed back on accrual status if all contractual payments have been received, or sooner under certain conditions and collection of future principal and interest payments is no longer doubtful.

In the event of borrower default, the Company may seek recovery in compliance with state lending laws, the respective loan agreements, and credit monitoring and remediation procedures that may include modifying a loan from its original terms, for economic or legal reasons, to provide a concession to the borrower from their original terms due to borrower financial difficulties in order to facilitate repayment. These modifications allow the debtor short-term cash relief to allow them to improve their financial condition. If a loan modification is determined to be made to a borrower experiencing financial difficulty, the loan is considered to be collateral dependent and is evaluated for credit loss as part of the allowance for credit loss analysis.

e) Loans held for sale—The Company has elected to record loans originated and intended for sale in the secondary market at estimated fair value. The Company estimates fair value based on quoted market prices for similar loans in the secondary market. Gains or losses are recognized upon sale and are included as a component of mortgage banking income in the consolidated statements of operations. Loans held for sale have primarily been fixed rate single-family residential mortgage loans under contract to be sold in the secondary market. In most cases, loans in this category are sold within 45 days. Currently, conventional loans in states where the banks have market presence may be sold with servicing retained or with servicing released. Government loans and conventional loans in states where the banks do not have a market presence are generally sold with servicing released. Under limited circumstances, buyers may have recourse to return a purchased loan to the Company. Recourse conditions may include early payoff, early payment default, breach of representations or warranties, or documentation deficiencies in the underwriting process.

The Company enters into commitments to originate residential mortgage loans whereby the interest rate on the loan is determined prior to funding (i.e., interest rate lock commitments). Such interest rate lock commitments on mortgage loans to be sold in the secondary market are considered to be derivatives. To protect against the price risk inherent in residential mortgage loan commitments, the Company utilizes both “best efforts” and “mandatory delivery” forward loan sale commitments to mitigate the risk of potential increases or decreases in the values of loans that would result from the change in market rates for such loans. The Company manages the interest rate risk on interest rate lock commitments by entering into forward sale contracts of MBS. Such contracts are accounted for as derivatives and are recorded at fair value as derivative assets or liabilities. They are carried in the consolidated statements of financial condition within other assets or other liabilities, and changes in fair value are recorded net as a component of mortgage banking income in the consolidated statements of operations. The gross gains on loan sales are recognized based on new loan commitments with adjustment for price and pair-off activity. Commission expenses on loans held for sale are recognized based on loans closed.

f) Allowance for credit losses—The ACL represents management’s estimate of lifetime credit losses inherent in loans as of the balance sheet date. The Company measures expected credit losses for loans on a pooled basis when similar risk characteristics exist. The Company has identified four primary loan segments that are further stratified into 11 loan classes to provide more granularity in analyzing loss history based upon specific loss drivers and risk factors affecting each loan class. Generally, the underlying risk of loss for each of these loan classes will follow certain norms/trends in various economic environments. Loans that do not share risk characteristics are evaluated on an individual basis and are not included in the collective evaluation. Those loans include loans on non-accrual status, loans in bankruptcy, and modified loans described below. If a specific allowance is warranted based on the borrower’s overall financial condition, the specific allowance is calculated based on discounted expected cash flows using the loan’s initial contractual effective interest rate or the fair value of the collateral less selling costs for collateral-dependent loans.

The Company utilizes a DCF model developed within a third-party software tool to establish expected lifetime credit losses for the loan portfolio. The ACL is calculated as the difference between the amortized cost basis and the projections from the DCF analysis. The DCF model allows for individual life of loan cash flow modeling, excluding extensions and renewals, using loan-specific interest rates and repayment schedules adjusted for estimated prepayment rates and loss recovery timing delays. The model incorporates forecasts of certain national macroeconomic factors, including unemployment rates, HPI, retail sales and GDP, which drive correlated PD and loss given default LGD rates. PD and LGD, in turn, drive the losses predicted in establishing our ACL. PD and LGD rates along with prepayment rates and loss recovery time delays are determined at a loan class level making use of both internal and peer historical loss rate data. The determination and 89

Table of Contents application of the ACL accounting policy involves judgments, estimates, and uncertainties that are subject to change. For periods beyond the reasonable and supportable forecast period, we revert to historical long-term average loss rates on a straight-line basis. The length of the forecast period spans four quarters. The length of the reversion period is based on management’s assessment of the length and pattern of the current economic cycle and typically ranges from four to eight quarters.

Management accounts for the inherent uncertainty of the underlying economic forecast by reviewing and weighting alternate forecast scenarios. Additionally, the ACL calculation includes subjective adjustments for qualitative risk factors that are likely to cause estimated credit losses to differ from historical experience. These qualitative adjustments may increase or reduce reserve levels and include adjustments for lending management experience and risk tolerance, loan review and audit results, asset quality and portfolio trends, loan portfolio growth and industry concentrations. The Company has elected to exclude AIR from the allowance for credit losses calculation. When a loan is placed on non-accrual, any recorded AIR is reversed against interest income.

The determination and application of the ACL accounting policy involves judgments, estimates, and uncertainties that are subject to change. Changes in these assumptions, estimates or the conditions surrounding them may have a material impact on our financial condition, liquidity or results of operations. Various regulatory agencies, as an integral part of the examination process, periodically review the ACL. Such agencies may require the Company to recognize additions to the ACL or reserve increases to adversely graded classified loans based on their judgments about information available to them at the time of their examinations.

The ACL is decreased by net charge-offs and is increased by provisions for loan losses that are charged to the statements of operations. Charge-offs, if any, are typically measured for each loan based on a thorough analysis of the most probable source of repayment, such as the present value of the loan’s expected future cash flows, the loan’s estimated fair value, or the estimated fair value of the underlying collateral less costs of disposition for collateral-dependent loans. When it is determined that specific loans, or portions thereof, are uncollectible, these amounts are charged off against the ACL.

The Company uses an internal risk rating system to indicate credit quality in the loan portfolio. The risk rating system is applied to all loans and uses a series of grades, which reflect management’s assessment of the risk attributable to loans based on an analysis of the borrower’s financial condition and ability to meet contractual debt service requirements. Loans that management perceives to have acceptable risk are categorized as “Pass” loans. The “Special Mention” loans represent loans that have potential credit weaknesses that deserve management’s close attention. Special mention loans include borrowers that have potential weaknesses or unwarranted risks that, unless corrected, may threaten the borrower’s ability to meet debt requirements. However, these borrowers are still believed to have the ability to respond to and resolve the financial issues that threaten their financial situation. Loans classified as “Substandard” are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Substandard loans have a distinct possibility of loss if the deficiencies are not corrected. “Doubtful” loans are loans that management believes the collection of payments in accordance with the terms of the loan agreement is highly questionable and improbable. Credit quality indicators are reviewed and updated in accordance with internal policy based on loan balance and risk rating. Interest accrual is discontinued on doubtful loans and certain substandard loans.

Unfunded loan commitments

In addition to the ACL for funded loans, the Company maintains reserves to cover the risk of loss associated with off-balance sheet unfunded loan commitments. The allowance for off-balance sheet credit losses is maintained within the other liabilities in the statements of financial condition. Under the CECL framework, adjustments to this liability are recorded as provision for credit losses in the statements of operations. Unfunded loan commitment balances are evaluated by loan class and further segregated by revolving and non-revolving commitments. In order to establish the required level of reserve, the Company applies average historical utilization rates and ACL loan model loss rates for each loan class to the outstanding unfunded commitment balances.

g) Premises and equipment—With the exception of premises and equipment acquired through business combinations, which are initially measured and recorded at fair value, purchased land, buildings and software and equipment are carried at cost, including capitalized interest when appropriate, less accumulated depreciation. Depreciation is computed using the straight-

Table of Contents line method over the estimated useful life of the asset. The Company generally assigns depreciable lives of 39 years for buildings, 7 to 15 years for building improvements, and 3 to 7 years for software and equipment. Leasehold improvements are amortized over the shorter of their estimated useful lives or remaining lease terms. Maintenance and repairs are charged to non-interest expense as incurred. The Company reviews premises and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. An impairment loss is recognized when the sum of the undiscounted future net cash flows expected to result from the use of the asset and its eventual disposal is less than its carrying amount. Property and equipment that meet the held-for-sale criteria is recorded at the lower of its carrying amount or fair value less cost to sell and depreciation is ceased.

The Company capitalizes internal and external direct costs incurred related to obtaining or developing internal-use software. Costs incurred during the application development stage are capitalized and amortized using the straight-line method over the estimated useful lives of the software when the software is ready for its intended use. Costs related to planning and other preliminary project activities and post-implementation activities are expensed as incurred.

h) Goodwill and intangible assets—Goodwill is established and recorded if the consideration given during an acquisition transaction exceeds the fair value of the net assets received. Goodwill has an indefinite useful life and is not amortized, but is evaluated annually for potential impairment, or when events or circumstances indicate that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. Such events or circumstances may include deterioration in general economic conditions, deterioration in industry or market conditions, an increased competitive environment, a decline in market-dependent multiples or metrics, declining financial performance, entity-specific events or circumstances or a sustained decrease in share price (either in absolute terms or relative to peers). If the Company determines, based upon the qualitative assessment, that it is more likely than not that the fair value of the reporting unit is greater than the carrying amount no additional procedures are performed; however, if the Company determines that it is more likely than not that the fair value of the reporting unit is less than the carrying amount the Company will compare the fair value of the reporting unit to its carrying amount. Any excess of the carrying amount over fair value would indicate a potential impairment and the Company would proceed to perform an additional test to determine whether goodwill has been impaired and calculate the amount of that impairment.

Intangible assets that have finite useful lives are amortized over their estimated useful lives. The Company’s core deposit intangible assets represent the value of the anticipated future cost savings that will result from the acquired core deposit relationships versus an alternative source of funding. Judgment may be used in assessing goodwill and intangible assets for impairment. Estimates of fair value are based on projections of revenues, operating costs and cash flows of the reporting unit considering historical and anticipated future results, general economic and market conditions, as well as the impact of planned business or operational strategies. The valuations use a combination of present value techniques to measure fair value considering market factors. Additionally, judgment is used in determining the useful lives of finite-lived intangible assets. Adverse changes in the economic environment, operations of the reporting unit, or changes in judgments and projections could result in a significantly different estimate of the fair value of the reporting unit and could result in an impairment of goodwill and/or intangible assets.

Servicing right assets associated with loans originated and sold, where servicing is retained, are initially capitalized at fair value and included in intangible assets in the consolidated statements of financial condition. For subsequent measurement purposes, the Company measures servicing assets based on the lower of cost or market using the amortization method. The values of these capitalized servicing rights are amortized as an offset to the loan servicing income earned in relation to the servicing revenue expected to be earned. The carrying values of these rights are reviewed quarterly for impairment based on the fair value of those assets. For purposes of impairment evaluation and measurement, management stratifies servicing right assets based on the predominant risk characteristics of the underlying loans, including loan type and loan term. If, by individual stratum, the carrying amount of these servicing right assets exceeds fair value, a valuation allowance is established and the impairment is recognized in the consolidated statements of operations. If the fair value of impaired servicing right assets subsequently increases, management recognizes the increase in fair value in current period non-interest income and, through a reduction in the valuation allowance, adjusts the carrying value of the servicing right assets to a level not in excess of amortized cost.

i) Reserve for Mortgage Loan Repurchase Losses–The Company sells mortgage loans to various third parties, including government-sponsored entities, under contractual provisions that include various representations and warranties that typically

Table of Contents cover ownership of the loan, compliance with loan criteria set forth in the applicable agreement, validity of the lien securing the loan, absence of delinquent taxes or liens against the property securing the loan, and similar matters. The Company may be required to repurchase the mortgage loans with identified defects, indemnify the investor or insurer, or reimburse the investor for credit loss incurred on the loan (collectively “repurchase”) in the event of a material breach of such contractual representations or warranties. Risk associated with potential repurchases or other forms of settlement is managed through underwriting and quality assurance practices.

The Company establishes mortgage repurchase reserves related to various representations and warranties that reflect management’s estimate of losses based on a combination of factors. Such factors incorporate actual and historic loss history, delinquency trends or other deficiencies found in the portfolio and economic conditions. The Company establishes a reserve at the time loans are sold and updates the reserve estimate quarterly during the estimated loan life. The repurchase reserve is included in other liabilities in the consolidated statements of financial condition.

j) Other real estate owned—OREO consists of property that has been foreclosed on or repossessed by deed in lieu of foreclosure. The assets are initially recorded at the fair value of the collateral less estimated costs to sell, with any initial valuation adjustments charged to the ACL. Subsequent downward valuation adjustments, if any, in addition to gains and losses realized on sales and net operating expenses, are recorded in non-interest expense. Costs associated with maintaining property, such as utilities and maintenance, are charged to expense in the period in which they occur, while costs relating to the development and improvement of property are capitalized to the extent the balance does not exceed fair value. Acquired OREO is recorded at fair value, less cost to sell, at the date of acquisition.

k) Bank-owned life insurance—The Company is the owner and beneficiary of BOLI policies that it purchased on certain associates of the Company or acquired through our acquisitions. The BOLI policies are carried at net realizable value with changes in net realizable value recorded in non-interest income in the consolidated statements of operations.

l) Securities purchased under agreements to resell and securities sold under agreements to repurchase—The Company periodically enters into purchases or sales of securities under agreements to resell or repurchase as of a specified future date. The securities purchased under agreements to resell are accounted for as collateralized financing transactions and are reflected as an asset in the consolidated statements of financial condition. The securities pledged by the counterparties are held by a third-party custodian and valued daily. The Company may require additional collateral to ensure full collateralization for these transactions. The repurchase agreements are considered financing agreements and the obligation to repurchase assets sold is reflected as a liability in the consolidated statements of financial condition of the Company. The repurchase agreements are collateralized by debt securities that are under the control of the Company.

m) Stock-based compensation—The Company accounts for stock-based compensation in accordance with ASC Topic 718. The Company grants stock-based awards including stock options, restricted stock and performance stock units. Stock option grants are for a fixed number of common shares and are issued at exercise prices which are not less than the fair value of a share of stock at the date of grant. The options vest over a time period stated in each option agreement and may be subject to other performance vesting conditions, which require the related compensation expense to be recorded ratably over the requisite service period starting when such conditions become probable. Restricted stock is granted for a fixed number of shares, the transferability of which is restricted until such shares become vested according to the terms in the award agreement. Restricted shares may have multiple vesting qualifications, which can include time vesting of a set portion of the restricted shares and performance criterion, such as market criteria that are tied to specified market conditions of the Company’s common stock price and performance targets tied to the Company’s earnings per share.

The fair value of stock options is measured using a Black-Scholes model. The fair value of time-based restricted stock awards and performance stock units with performance based vesting criteria is based on the Company’s stock price on the date of grant. The fair value of performance stock units with market-based vesting criteria is measured using a Monte Carlo simulation model. Compensation expense for the portion of the awards that contain performance and service vesting conditions is recognized over the requisite service period based on the fair value of the awards on the grant date. Compensation expense for the portion of the awards that contain a market vesting condition is recognized over the derived service period based on the fair value of the awards on the grant date. The amortization of stock-based compensation reflects any estimated forfeitures, and the expense realized in subsequent periods may be adjusted to reflect the actual forfeitures realized. The outstanding stock options primarily carry a maximum contractual term of ten years. To the extent that any 92

Table of Contents award is forfeited, surrendered, terminated, expires, or lapses without being vested or exercised, the shares of stock subject to such award not delivered are again made available for awards under the Omnibus Plan.

Excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) are recognized in the consolidated statements of operations as a component of income tax expense or benefit and are classified as an operating activity within the Company’s consolidated statements of cash flows. The tax effects of exercised, expired or vested awards are treated as discrete items in the reporting period in which they occur and may result in increased volatility in our effective tax rate. Cash paid by the Company when directly withholding shares for tax withholding purposes is classified as a financing activity in the consolidated statements of cash flows.

n) Income taxes—The Company and its subsidiaries file U.S. federal and certain state income tax returns on a consolidated basis. Additionally, the Company and its subsidiaries file separate state income tax returns with various state jurisdictions. The provision for income taxes includes the income tax balances of the Company and all of its subsidiaries.

Deferred tax assets and liabilities are recognized for temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. Deferred tax assets and liabilities are adjusted for the effects of changes in tax rates in the period of change. The Company establishes a valuation allowance when management believes, based on the weight of available evidence, it is more likely than not that some portion of the deferred tax assets will not be realized.

The Company recognizes and measures income tax benefits based upon a two-step model: 1) a tax position must be more likely than not to be sustained based solely on its technical merits in order to be recognized; and 2) the benefit is measured as the largest dollar amount of that position that is more likely than not to be sustained upon settlement. The difference between the benefit recognized for a position in this model and the tax benefit claimed on a tax return is treated as an unrecognized tax benefit. The Company recognizes income tax related interest and penalties in other non-interest expense.

o) Earnings per share—The Company applies the two-class method of computing earnings per share as certain of the Company’s restricted shares are entitled to non-forfeitable dividends and are therefore considered to be a class of participating securities. The two-class method allocates income according to dividends declared and participation rights in undistributed income. Basic earnings per share is computed by dividing income allocated to common shareholders by the weighted average number of common shares outstanding during each period. Diluted income per common share is computed by dividing income allocated to common shareholders by the weighted average common shares outstanding during the period, plus amounts representing the dilutive effect of stock options outstanding, certain unvested restricted shares, or other contracts to issue common shares (“common stock equivalents”) using the treasury stock method. Common stock equivalents are excluded from the computation of diluted earnings per common share in periods in which they have an anti-dilutive effect.

p) Interest Rate Swap Derivatives—The Company carries all derivatives in the statements of financial condition at fair value. All derivative instruments are recognized as either assets or liabilities depending on the rights or obligations under the contracts. All gains and losses on the fair value hedge derivatives due to changes in fair value are recognized in earnings each period. For derivatives that qualify and are designated as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive (loss) income, net and subsequently reclassified into interest income in the same period(s) during which the hedged transaction affects earnings.

The Company offers interest rate swap products to certain of its clients to manage potential changes in interest rates. Each contract between the Company and a client is offset with a contract between the Company and an institutional counterparty, thus minimizing the Company’s exposure to rate changes. The Company’s portfolio consists of a “matched book,” and as such, changes in fair value of the swap pairs will largely offset in earnings.

In accordance with applicable accounting guidance, if certain conditions are met, a derivative may be designated as (1) a hedge of the exposure to changes in the fair value of a recognized asset or liability, or of an unrecognized firm commitment, that are attributable to a particular risk (referred to as a fair value hedge) or (2) a hedge of the exposure to variability in the cash flows of a recognized asset or liability, or of a forecasted transaction, that is attributable to a particular risk (referred to as a cash flow hedge). The Company documents all hedging relationships at the inception of each hedging relationship and 93

Table of Contents uses industry accepted methodologies and ranges to determine the effectiveness of each hedge. The fair value of the hedged item is calculated using the estimated future cash flows of the hedged item and applying discount rates equal to the market interest rate for the hedged item at the inception of the hedging relationship (inception benchmark interest rate plus an inception credit spread), adjusted for changes in the designated benchmark interest rate thereafter.

q) Treasury stock —When the Company acquires treasury stock, the sum of the consideration paid and direct transaction costs after tax is recognized as a deduction from equity. The cost basis for the reissuance of treasury stock is determined using a first-in, first-out basis. To the extent that the reissuance price is more than the cost basis (gain), the excess is recorded as an increase to additional paid-in capital in the consolidated statements of financial condition. If the reissuance price is less than the cost basis (loss), the difference is recorded to additional paid-in capital to the extent there is a cumulative treasury stock paid-in capital balance. Any loss in excess of the cumulative treasury stock paid-in capital balance is charged to retained earnings.

r) Acquisition activities—The Company accounts for business combinations under the acquisition method of accounting. Assets acquired and liabilities assumed are measured and recorded at fair value at the date of acquisition, including identifiable intangible assets. If the fair value of net assets acquired exceeds the fair value of consideration paid, a bargain purchase gain is recognized at the date of acquisition. Conversely, if the consideration paid exceeds the fair value of the net assets acquired, goodwill is recognized at the acquisition date. Fair values are subject to refinement for up to a maximum of one year after the closing date of an acquisition as information relative to closing date fair values becomes available. Adjustments recorded to the acquired assets and liabilities assumed are applied prospectively in accordance with ASC Topic 805. The determination of the fair value of loans acquired takes into account credit quality deterioration and probability of loss; therefore, the related ACL is not carried forward at the time of acquisition.

Identifiable intangible assets are recognized separately if they arise from contractual or other legal rights or if they are separable (i.e., capable of being sold, transferred, licensed, rented, or exchanged separately from the entity). The depositor relationship related to deposit liabilities, the client relationship related to assets under management and acquired technology intangibles (known as the core deposit, client relationship and acquired technology intangible assets, respectively) may be exchanged in observable exchange transactions. As a result, these intangible assets are considered identifiable, because the separability criterion has been met.

Note 3 Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The update requires public business entities to disclose specific categories related to rate reconciliation. It also requires more detailed information for reconciling items, provided certain quantitative thresholds are met. The amendments in this update are effective for fiscal years beginning after December 15, 2024 and were applied on a retrospective basis. The update has not had a material impact to our financial statements apart from changes in disclosures.

Note 4 Investment Securities

The Company’s investment securities portfolio is comprised of available-for-sale and held-to-maturity investment securities. These investment securities totaled $1.2 billion at December 31, 2025 and included $0.5 billion of available-for-sale securities and $0.7 billion of held-to-maturity securities. At December 31, 2024, investment securities totaled $1.0 billion and included $0.5 billion of available-for-sale securities and $0.5 billion of held-to-maturity securities.

Table of Contents

Available-for-sale

Available-for-sale securities are summarized as follows as of the dates indicated:


	December 31, 2025
	Amortized		Gross		Gross
	cost		unrealized gains		unrealized losses		Fair value
U.S. Treasury securities	$	73,144	$	1,082	$	—	$	74,226
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		173,308		1,248		(16,891)		157,665
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		338,768		563		(43,305)		296,026
Other securities		722		—		—		722
Total investment securities available-for-sale	$	585,942	$	2,893	$	(60,196)	$	528,639


	December 31, 2024
	Amortized		Gross		Gross
	cost		unrealized gains		unrealized losses		Fair value
U.S. Treasury securities	$	24,958	$	—	$	(84)	$	24,874
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		164,785		53		(29,793)		135,045
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		425,476		432		(60,970)		364,938
Corporate debt		2,000		—		(38)		1,962
Other securities		728		—		—		728
Total investment securities available-for-sale	$	617,947	$	485	$	(90,885)	$	527,547

During the year ended December 31, 2025, purchases of available-for-sale securities totaled $160.5 million and sales of available-for-sale securities totaled $57.8 million. During the year ended December 31, 2024, purchases of available-for-sale securities totaled $185.7 million and sales of available-for-sale securities totaled $132.1 million. The available-for-sale securities sales were executed during the fourth quarter of 2025 and 2024 as a result of strategic balance sheet management and resulted in pre-tax losses of $3.3 million and $6.6 million, respectively. Maturities and paydowns of available-for-sale securities during 2025 and 2024 totaled $132.6 million and $157.5 million, respectively.

At December 31, 2025 and 2024, the Company’s available-for-sale investment portfolio was primarily comprised of U.S. Treasury securities and mortgage-backed securities. All mortgage-backed securities were backed by GSE collateral such as FHLMC and FNMA and the government owned agency GNMA.

Table of Contents The tables below summarize the available-for-sale securities with unrealized losses, along with the length of time they have been in an unrealized loss position, as of the dates shown:


	December 31, 2025
	Less than 12 months				12 months or more				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	value		losses		value		losses		value		losses
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises	$	—	$	—	$	96,937	$	(16,891)	$	96,937	$	(16,891)
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		2,546		(5)		232,742		(43,300)		235,288		(43,305)
Total	$	2,546	$	(5)	$	329,679	$	(60,191)	$	332,225	$	(60,196)


	December 31, 2024
	Less than 12 months				12 months or more				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	value		losses		value		losses		value		losses
U.S. Treasury securities	$	—	$	—	$	24,874	$	(84)	$	24,874	$	(84)
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		—		—		132,935		(29,793)		132,935		(29,793)
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		41,426		(95)		264,621		(60,875)		306,047		(60,970)
Corporate debt		—		—		1,963		(38)		1,963		(38)
Total	$	41,426	$	(95)	$	424,393	$	(90,790)	$	465,819	$	(90,885)

Management regularly monitors the investment securities portfolio in its entirety and further evaluates all of the available-for-sale securities in an unrealized loss position at each reporting period. The portfolio included 84 securities, which were in an unrealized loss position at December 31, 2025, compared to 180 securities at December 31, 2024. The unrealized losses in the Company’s investment portfolio at December 31, 2025 and 2024 were caused by changes in interest rates. The Company has no intention to sell these securities and believes it will not be required to sell the securities before the recovery of their amortized cost. Management believes that default of the available-for-sale securities is highly unlikely. FHLMC, FNMA and GNMA guaranteed mortgage-backed securities and U.S. Treasury securities have a long history of zero credit losses, an explicit guarantee by the U.S. government (although limited for FNMA and FHLMC securities) and yields that generally trade based on market views of prepayment and liquidity risk rather than credit risk.

Certain securities are pledged as collateral for public deposits, securities sold under agreements to repurchase and to secure borrowing capacity at the FRB, if needed. The fair value of available-for-sale investment securities pledged as collateral totaled $102.4 million and $238.6 million at December 31, 2025 and 2024, respectively. The Company may also pledge available-for-sale investment securities as collateral for FHLB advances. No securities were pledged for this purpose at December 31, 2025 or 2024.

Table of Contents A summary of the available-for-sale securities by maturity is shown in the following table as of December 31, 2025. Mortgage-backed securities may have actual maturities that differ from contractual maturities depending on the repayment characteristics and experience of the underlying financial instruments and are therefore not included in the table below. The Company holds other available-for-sale securities with an amortized cost and fair value of $0.7 million as of December 31, 2025 that have no stated contractual maturity date.


	December 31, 2025
					Weighted
	Amortized cost		Fair value		average yield
U.S. Treasury securities
After one but within five years	$	73,144	$	74,226	4.35%

As of December 31, 2025 and 2024, AIR from available-for-sale investment securities totaled $1.9 million and $1.3 million, respectively, and was included within other assets in the consolidated statements of financial condition.

Held-to-maturity

Held-to-maturity investment securities are summarized as follows as of the dates indicated:


	December 31, 2025
			Gross		Gross
	Amortized		unrealized		unrealized
	cost		gains		losses		Fair value
U.S. Treasury securities	$	24,900	$	—	$	(49)	$	24,851
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		236,535		666		(23,227)		213,974
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		390,297		2,310		(33,983)		358,624
Total investment securities held-to-maturity	$	651,732	$	2,976	$	(57,259)	$	597,449


	December 31, 2024
			Gross		Gross
	Amortized		unrealized		unrealized
	cost		gains		losses		Fair value
U.S. Treasury securities	$	49,639	$	—	$	(480)	$	49,159
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		271,105		51		(36,870)		234,286
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		212,364		—		(44,423)		167,941
Total investment securities held-to-maturity	$	533,108	$	51	$	(81,773)	$	451,386

During 2025 and 2024, purchases of held-to-maturity securities totaled $260.3 million and $10.5 million, respectively. Maturities and paydowns of held-to-maturity securities totaled $143.2 million and $63.1 million during 2025 and 2024, respectively.

Table of Contents The held-to-maturity portfolio included 92 securities which were in an unrealized loss position at December 31, 2025, compared to 160 securities at December 31, 2024. The tables below summarize the held-to-maturity securities with unrealized losses, along with the length of time they have been in an unrealized loss position, as of the dates shown:


	December 31, 2025
	Less than 12 months				12 months or more				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	value		losses		value		losses		value		losses
U.S. Treasury securities	$	—	$	—	$	24,850	$	(49)	$	24,850	$	(49)
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		1,174		(1)		169,340		(23,226)		170,514		(23,227)
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		—		—		144,208		(33,983)		144,208		(33,983)
Total	$	1,174	$	(1)	$	338,398	$	(57,258)	$	339,572	$	(57,259)


	December 31, 2024
	Less than 12 months				12 months or more				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	value		losses		value		losses		value		losses
U.S. Treasury securities	$	—	$	—	$	49,159	$	(480)	$	49,159	$	(480)
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		45,427		(880)		185,558		(35,990)		230,985		(36,870)
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		2,818		(51)		165,123		(44,372)		167,941		(44,423)
Total	$	48,245	$	(931)	$	399,840	$	(80,842)	$	448,085	$	(81,773)

The Company does not measure expected credit losses on a financial asset, or group of financial assets, in which historical credit loss information adjusted for current conditions and reasonable and supportable forecasts results in an expectation that nonpayment of the amortized cost basis is zero. Management evaluated held-to-maturity securities noting they are backed by loans guaranteed by either U.S. government agencies or GSEs, and management believes that default is highly unlikely given this governmental backing and long history without credit losses. Additionally, management notes that yields on which the portfolio generally trades are based upon market views of prepayment and liquidity risk and not credit risk. The Company has no intention to sell any held-to-maturity securities and believes it will not be required to sell any held-to-maturity securities before the recovery of their amortized cost.

The table below summarizes the credit quality indicators, by amortized cost, of held-to-maturity securities as of the dates shown:


	December 31, 2025		December 31, 2024
	AA+		AA+
U.S. Treasury securities	$	24,900	$	49,639
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		236,535		271,105
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		390,297		212,364
Total investment securities held-to-maturity	$	651,732	$	533,108

Certain securities are pledged as collateral for public deposits, securities sold under agreements to repurchase and to secure borrowing capacity at the FRB, if needed. The carrying value of held-to-maturity investment securities pledged as collateral totaled $604.0 million and $500.5 million at December 31, 2025 and December 31, 2024, respectively. The Company may 98

Table of Contents also pledge held-to-maturity investment securities as collateral for FHLB advances. No held-to-maturity investment securities were pledged for this purpose at December 31, 2025 or 2024.

A summary of the held-to-maturity securities by maturity is shown in the following table as of December 31, 2025. Actual maturities of mortgage-backed securities may differ from scheduled maturities depending on the repayment characteristics and experience of the underlying financial instruments and are therefore not included in the table below.


	December 31, 2025
					Weighted
	Amortized cost		Fair value		average yield
U.S. Treasury securities
Within one year	$	24,900	$	24,851	3.10%

As of December 31, 2025 and 2024, AIR from held-to-maturity investment securities totaled $1.4 million and $0.9 million, respectively, and was included within other assets in the consolidated statements of financial condition.

Note 5 Other Securities

The carrying balances of other securities are summarized as follows as of the dates indicated:


	December 31, 2025		December 31, 2024
Federal Reserve Bank stock	$	24,062	$	24,062
Federal Home Loan Bank stock		579		3,922
Convertible preferred stock		18,508		20,508
Equity method investments		32,426		27,970
Equity securities with readily determinable fair values		5,059		—
Total	$	80,634	$	76,462

FRB and FHLB stock

Convertible preferred stock

Table of Contents Equity method investments

Other securities also include equity method investments totaling $32.4 million and $28.0 million at December 31, 2025 and December 31, 2024, respectively. The increase was primarily due to a $5.0 million investment. The Company sold equity method investments totaling $1.9 million, during the year ended December 31, 2025, which generated realized gains of $0.6 million recorded in other non-interest income in the Company’s consolidated statements of operations. The Company recorded net unrealized gains on equity method investments totaling $0.8 million and $1.0 million for the years ended December 31, 2025 and 2024, respectively. These gains were recorded in other non-interest income in the Company’s consolidated statements of operations. The Company recorded no impairment related to equity method investments for the years ended December 31, 2025 or 2024. Purchases of equity method investments during the years ended December 31, 2025 and 2024 totaled $0.6 million and $1.5 million, respectively.

Equity securities with readily determinable fair values

Note 6 Loans

The loan portfolio is comprised of loans originated by the Company and loans that were acquired in connection with the Company’s acquisitions. The tables below show the loan portfolio composition including carrying value by segment as of the dates shown. The carrying value of loans is net of discounts, fees, costs and fair value marks of $21.7 million and $30.1 million at December 31, 2025 and 2024, respectively.


	December 31, 2025
	Total loans		% of total
Commercial	$	4,668,153	62.8%
Commercial real estate non-owner occupied		1,582,428	21.3%
Residential real estate		1,169,699	15.7%
Consumer		13,076	0.2%
Total	$	7,433,356	100.0%


	December 31, 2024
	Total loans		% of total
Commercial	$	4,670,430	60.2%
Commercial real estate non-owner occupied		1,812,338	23.4%
Residential real estate		1,253,838	16.2%
Consumer		14,537	0.2%
Total	$	7,751,143	100.0%

100

Table of Contents Information about delinquent and non-accrual loans is shown in the following tables at December 31, 2025 and 2024:


	December 31, 2025
			Greater
	30-89 days		than 90 days				Total past
	past due and		past due and		Non-accrual		due and
	accruing		accruing		loans		non-accrual		Current		Total loans
Commercial:
Commercial and industrial	$	6,243	$	4,716	$	19,607	$	30,566	$	2,007,138	$	2,037,704
Municipal and non-profit		—		—		—		—		1,273,761		1,273,761
Owner occupied commercial real estate		1,498		1,541		2,355		5,394		1,123,224		1,128,618
Food and agribusiness		2,868		6,184		—		9,052		219,018		228,070
Total commercial		10,609		12,441		21,962		45,012		4,623,141		4,668,153
Commercial real estate non-owner occupied:
Construction		—		—		—		—		188,992		188,992
Acquisition/development		—		867		331		1,198		51,289		52,487
Multifamily		—		—		—		—		298,497		298,497
Non-owner occupied		154		—		—		154		1,042,298		1,042,452
Total commercial real estate non-owner occupied		154		867		331		1,352		1,581,076		1,582,428
Residential real estate:
Senior lien		1,027		2,100		2,332		5,459		1,082,248		1,087,707
Junior lien		123		—		249		372		81,620		81,992
Total residential real estate		1,150		2,100		2,581		5,831		1,163,868		1,169,699
Consumer		48		9		38		95		12,981		13,076
Total loans	$	11,961	$	15,417	$	24,912	$	52,290	$	7,381,066	$	7,433,356


	December 31, 2025
	Non-accrual loans		Non-accrual loans
	with a related		with no related
	allowance for		allowance for		Non-accrual
	credit loss		credit loss		loans
Commercial:
Commercial and industrial	$	13,738	$	5,869	$	19,607
Owner occupied commercial real estate		2,355		—		2,355
Total commercial		16,093		5,869		21,962
Commercial real estate non-owner occupied:
Acquisition/development		47		284		331
Total commercial real estate non-owner occupied		47		284		331
Residential real estate:
Senior lien		1,715		617		2,332
Junior lien		249		—		249
Total residential real estate		1,964		617		2,581
Consumer		38		—		38
Total loans	$	18,142	$	6,770	$	24,912

101

Table of Contents

	December 31, 2024
			Greater
	30-89 days		than 90 days				Total past
	past due and		past due and		Non-accrual		due and
	accruing		accruing		loans		non-accrual		Current		Total loans
Commercial:
Commercial and industrial	$	20,290	$	5,492	$	21,950	$	47,732	$	1,948,093	$	1,995,825
Municipal and non-profit		—		—		—		—		1,107,142		1,107,142
Owner occupied commercial real estate		1,611		9,447		195		11,253		1,252,891		1,264,144
Food and agribusiness		—		—		587		587		302,732		303,319
Total commercial		21,901		14,939		22,732		59,572		4,610,858		4,670,430
Commercial real estate non-owner occupied:
Construction		—		—		—		—		250,335		250,335
Acquisition/development		—		—		—		—		82,862		82,862
Multifamily		—		—		—		—		320,781		320,781
Non-owner occupied		158		—		5,971		6,129		1,152,231		1,158,360
Total commercial real estate non-owner occupied		158		—		5,971		6,129		1,806,209		1,812,338
Residential real estate:
Senior lien		952		—		6,747		7,699		1,161,568		1,169,267
Junior lien		133		—		505		638		83,933		84,571
Total residential real estate		1,085		—		7,252		8,337		1,245,501		1,253,838
Consumer		20		1		39		60		14,477		14,537
Total loans	$	23,164	$	14,940	$	35,994	$	74,098	$	7,677,045	$	7,751,143


	December 31, 2024
	Non-accrual loans		Non-accrual loans
	with a related		with no related
	allowance for		allowance for		Non-accrual
	credit loss		credit loss		loans
Commercial:
Commercial and industrial	$	12,746	$	9,204	$	21,950
Owner occupied commercial real estate		195		—		195
Food and agribusiness		1		586		587
Total commercial		12,942		9,790		22,732
Commercial real estate non-owner occupied:
Non-owner occupied		5,971		—		5,971
Total commercial real estate non-owner occupied		5,971		—		5,971
Residential real estate:
Senior lien		3,319		3,428		6,747
Junior lien		505		—		505
Total residential real estate		3,824		3,428		7,252
Consumer		39		—		39
Total loans	$	22,776	$	13,218	$	35,994

Loans are considered past due or delinquent when the contractual principal or interest due in accordance with the terms of the loan agreement remains unpaid after the due date of the scheduled payment. Loans to borrowers experiencing financial difficulties may be modified. Modified loans are discussed in more detail below. There was no interest income recognized from non-accrual loans during the years ended December 31, 2025 and 2024.

The Company’s internal risk rating system uses a series of grades, which reflect our assessment of the credit quality of loans based on an analysis of the borrower’s financial condition, liquidity and ability to meet contractual debt service requirements and are categorized as “Pass,” “Special mention,” “Substandard” and “Doubtful.” For a description of the general characteristics of the risk grades, refer to note 2 Summary of Significant Accounting Policies.

102

Table of Contents The amortized cost basis and current period gross charge-offs for all loans as determined by the Company’s internal risk rating system and year of origination are shown in the following tables as of and for the years ended December 31, 2025 and 2024:


	December 31, 2025
													Revolving		Revolving
													loans		loans
	Origination year												amortized		converted
	2025		2024		2023		2022		2021		Prior		cost basis		to term		Total
Commercial:
Commercial and industrial:
Pass	$	448,020	$	367,280	$	116,168	$	228,648	$	149,829	$	105,169	$	427,465	$	36,042	$	1,878,621
Special mention		12,367		794		33,712		7,835		1,311		3,338		15,938		2,376		77,671
Substandard		1		8,765		17,661		3,084		19,043		3,108		21,665		682		74,009
Doubtful		4,000		291		2,079		387		—		646		—		—		7,403
Total commercial and industrial		464,388		377,130		169,620		239,954		170,183		112,261		465,068		39,100		2,037,704
Gross charge-offs: Commercial and industrial		933		3,042		14,062		366		2,504		1,094		—		—		22,001
Municipal and non-profit:
Pass		268,314		114,545		128,619		133,664		208,117		385,561		34,941		—		1,273,761
Total municipal and non-profit		268,314		114,545		128,619		133,664		208,117		385,561		34,941		—		1,273,761
Owner occupied commercial real estate:
Pass		140,118		213,072		113,393		192,107		124,070		242,553		15,572		1,117		1,042,002
Special mention		—		2,955		1,664		7,387		6,906		22,164		850		—		41,926
Substandard		—		12,227		9,509		8,135		8,874		5,290		—		—		44,035
Doubtful		—		—		—		239		—		416		—		—		655
Total owner occupied commercial real estate		140,118		228,254		124,566		207,868		139,850		270,423		16,422		1,117		1,128,618
Gross charge-offs: Owner occupied commercial real estate		—		—		2,266		1,480		—		303		—		—		4,049
Food and agribusiness:
Pass		630		13,377		8,500		61,432		6,063		18,866		101,022		4,072		213,962
Special mention		—		—		—		3,659		—		4,407		—		—		8,066
Substandard		—		—		—		83		867		5,092		—		—		6,042
Total food and agribusiness		630		13,377		8,500		65,174		6,930		28,365		101,022		4,072		228,070
Gross charge-offs: Food and agribusiness		—		—		24		—		—		—		—		—		24
Total commercial		873,450		733,306		431,305		646,660		525,080		796,610		617,453		44,289		4,668,153
Gross charge-offs: Commercial		933		3,042		16,352		1,846		2,504		1,397		—		—		26,074
Commercial real estate non-owner occupied:
Construction:
Pass		18,338		85,198		8,900		42,629		—		880		33,047		—		188,992
Total construction		18,338		85,198		8,900		42,629		—		880		33,047		—		188,992
Acquisition/development:
Pass		4,483		16,627		435		20,076		1,923		8,072		540		—		52,156
Substandard		—		—		—		—		—		331		—		—		331
Total acquisition/development		4,483		16,627		435		20,076		1,923		8,403		540		—		52,487
Multifamily:
Pass		11,500		1,320		37,107		146,730		23,501		65,554		—		—		285,712
Special mention		—		—		—		4,482		—		—		—		—		4,482
Substandard		—		—		—		8,303		—		—		—		—		8,303
Total multifamily		11,500		1,320		37,107		159,515		23,501		65,554		—		—		298,497
Non-owner occupied:
Pass		61,931		48,296		140,934		238,047		154,937		340,290		22,351		—		1,006,786
Special mention		4,700		—		—		—		—		179		—		—		4,879
Substandard		—		—		—		3,000		—		27,787		—		—		30,787
Total non-owner occupied		66,631		48,296		140,934		241,047		154,937		368,256		22,351		—		1,042,452
Gross charge-offs: Non-owner occupied		—		—		—		—		1,467		—		—		—		1,467
Total commercial real estate non-owner occupied		100,952		151,441		187,376		463,267		180,361		443,093		55,938		—		1,582,428
Gross charge-offs: Commercial real estate non-owner occupied		—		—		—		—		1,467		—		—		—		1,467
Residential real estate:
Senior lien:
Pass		118,410		55,172		46,936		364,528		250,897		225,011		21,622		4		1,082,580
Special mention		—		—		—		—		—		11		—		—		11
Substandard		—		5		737		1,996		442		1,896		—		—		5,076
Doubtful		—		—		—		40		—		—		—		—		40
Total senior lien		118,410		55,177		47,673		366,564		251,339		226,918		21,622		4		1,087,707
Gross charge-offs: Senior lien		—		26		—		145		1		1		—		—		173
Junior lien:
Pass		2,778		5,871		3,110		3,837		876		5,264		59,651		68		81,455
Special mention		—		—		—		—		—		27		—		—		27
Substandard		—		—		—		87		—		259		164		—		510
Total junior lien		2,778		5,871		3,110		3,924		876		5,550		59,815		68		81,992
Total residential real estate		121,188		61,048		50,783		370,488		252,215		232,468		81,437		72		1,169,699
Gross charge-offs: Residential real estate		—		26		—		145		1		1		—		—		173

103

Table of Contents

Consumer:
Pass		4,157		1,812		1,007		553		347		312		4,794		37		13,019
Substandard		10		9		—		—		—		38		—		—		57
Total consumer		4,167		1,821		1,007		553		347		350		4,794		37		13,076
Gross charge-offs: Consumer		715		11		1		—		—		20		—		—		747
Total loans	$	1,099,757	$	947,616	$	670,471	$	1,480,968	$	958,003	$	1,472,521	$	759,622	$	44,398	$	7,433,356
Gross charge-offs: Total loans	$	1,648	$	3,079	$	16,353	$	1,991	$	3,972	$	1,418	$	—	$	—	$	28,461

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	December 31, 2024
													Revolving		Revolving
													loans		loans
	Origination year												amortized		converted
	2024		2023		2022		2021		2020		Prior		cost basis		to term		Total
Commercial:
Commercial and industrial:
Pass	$	445,993	$	181,920	$	332,246	$	215,561	$	51,902	$	92,115	$	468,752	$	2,614	$	1,791,103
Special mention		8,005		32,319		13,753		17,496		12,915		5,552		16,146		651		106,837
Substandard		13,417		34,320		8,909		21,575		3,011		2,020		8,982		387		92,621
Doubtful		1,250		1,159		1,490		17		975		373		—		—		5,264
Total commercial and industrial		468,665		249,718		356,398		254,649		68,803		100,060		493,880		3,652		1,995,825
Gross charge-offs: Commercial and industrial		—		2,028		—		26		155		156		—		—		2,365
Municipal and non-profit:
Pass		116,551		152,183		137,249		217,362		73,399		378,561		29,747		—		1,105,052
Special mention		—		—		—		170		1,920		—		—		—		2,090
Total municipal and non-profit		116,551		152,183		137,249		217,532		75,319		378,561		29,747		—		1,107,142
Owner occupied commercial real estate:
Pass		269,810		205,119		225,766		131,547		83,791		232,653		20,912		8,990		1,178,588
Special mention		430		1,664		13,798		23,482		268		12,744		—		—		52,386
Substandard		—		7,180		15,266		3,397		1,243		4,759		847		—		32,692
Doubtful		—		—		—		—		—		478		—		—		478
Total owner occupied commercial real estate		270,240		213,963		254,830		158,426		85,302		250,634		21,759		8,990		1,264,144
Gross charge-offs: Owner occupied commercial real estate		—		—		13		—		—		—		—		—		13
Food and agribusiness:
Pass		14,727		9,884		68,909		6,587		5,940		33,081		156,113		344		295,585
Special mention		—		—		4,045		2,898		—		204		—		—		7,147
Substandard		—		—		—		586		—		1		—		—		587
Total food and agribusiness		14,727		9,884		72,954		10,071		5,940		33,286		156,113		344		303,319
Gross charge-offs: Food and agribusiness		—		—		—		—		—		2,704		—		—		2,704
Total commercial		870,183		625,748		821,431		640,678		235,364		762,541		701,499		12,986		4,670,430
Gross charge-offs: Commercial		—		2,028		13		26		155		2,860		—		—		5,082
Commercial real estate non-owner occupied:
Construction:
Pass		55,139		59,137		54,735		33,859		917		—		46,548		—		250,335
Total construction		55,139		59,137		54,735		33,859		917		—		46,548		—		250,335
Acquisition/development:
Pass		16,645		4,038		31,028		20,412		1,079		8,110		184		—		81,496
Special mention		—		—		1,072		—		—		—		—		—		1,072
Substandard		—		—		—		—		—		294		—		—		294
Total acquisition/development		16,645		4,038		32,100		20,412		1,079		8,404		184		—		82,862
Multifamily:
Pass		1,363		16,470		138,872		70,419		45,700		31,034		853		—		304,711
Special mention		4,159		—		8,091		3,820		—		—		—		—		16,070
Total multifamily		5,522		16,470		146,963		74,239		45,700		31,034		853		—		320,781
Non-owner occupied:
Pass		68,192		143,857		303,998		143,085		125,374		304,162		11,018		—		1,099,686
Special mention		5,246		1,298		17,272		12,184		—		16,009		—		—		52,009
Substandard		—		—		—		5,516		—		694		—		—		6,210
Doubtful		—		—		—		455		—		—		—		—		455
Total non-owner occupied		73,438		145,155		321,270		161,240		125,374		320,865		11,018		—		1,158,360
Gross charge-offs: Non-owner occupied		—		—		293		—		—		4,422		—		—		4,715
Total commercial real estate non-owner occupied		150,744		224,800		555,068		289,750		173,070		360,303		58,603		—		1,812,338
Gross charge-offs: Commercial real estate non-owner occupied		—		—		293		—		—		4,422		—		—		4,715
Residential real estate:
Senior lien:
Pass		66,465		77,136		415,279		280,209		100,990		174,830		46,053		583		1,161,545
Special mention		—		—		—		—		—		16		—		—		16
Substandard		64		663		3,422		700		394		2,270		—		—		7,513
Doubtful		—		—		172		—		—		21		—		—		193
Total senior lien		66,529		77,799		418,873		280,909		101,384		177,137		46,053		583		1,169,267
Junior lien:
Pass		6,870		3,498		4,614		1,789		1,964		5,488		59,331		311		83,865
Special mention		—		—		—		—		—		27		—		—		27
Substandard		44		—		240		—		89		134		172		—		679
Total junior lien		6,914		3,498		4,854		1,789		2,053		5,649		59,503		311		84,571
Total residential real estate		73,443		81,297		423,727		282,698		103,437		182,786		105,556		894		1,253,838
Consumer:
Pass		4,557		1,994		1,443		942		528		169		4,795		71		14,499
Substandard		—		—		—		—		—		38		—		—		38
Total consumer		4,557		1,994		1,443		942		528		207		4,795		71		14,537
Gross charge-offs: Consumer		877		23		30		3		—		48		—		—		981
Total loans	$	1,098,927	$	933,839	$	1,801,669	$	1,214,068	$	512,399	$	1,305,837	$	870,453	$	13,951	$	7,751,143
Gross charge-offs: Total loans	$	877	$	2,051	$	336	$	29	$	155	$	7,330	$	—	$	—	$	10,778

105

Table of Contents Loans evaluated individually

We evaluate loans individually when they no longer share risk characteristics with pooled loans. These loans include loans on non-accrual status, loans in bankruptcy, and modified loans as described below. If a specific allowance is warranted based on the borrower’s overall financial condition, the specific allowance is calculated based on discounted expected cash flows using the loan’s initial contractual effective interest rate or the fair value of the collateral less selling costs for collateral-dependent loans.

A loan is considered collateral-dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. Management individually evaluates collateral-dependent loans with an amortized cost basis of $250 thousand or more and includes collateral-dependent loans less than $250 thousand within the general allowance population. The amortized cost basis of collateral-dependent loans over $250 thousand was as follows at December 31, 2025 and 2024:


	December 31, 2025
					Total amortized
	Real property		Business assets		cost basis
Commercial:
Commercial and industrial	$	3,095	$	18,453	$	21,548
Owner occupied commercial real estate		4,563		1,052		5,615
Total commercial		7,658		19,505		27,163
Residential real estate:
Senior lien		1,030		—		1,030
Total residential real estate		1,030		—		1,030
Total loans	$	8,688	$	19,505	$	28,193


	December 31, 2024
					Total amortized
	Real property		Business assets		cost basis
Commercial:
Commercial and industrial	$	6,281	$	4,924	$	11,205
Owner occupied commercial real estate		1,343		—		1,343
Food and agribusiness		586		—		586
Total commercial		8,210		4,924		13,134
Commercial real estate non-owner occupied:
Non-owner occupied		5,971		—		5,971
Total commercial real estate non-owner occupied		5,971		—		5,971
Residential real estate:
Senior lien		5,075		—		5,075
Junior lien		222		—		222
Total residential real estate		5,297		—		5,297
Total loans	$	19,478	$	4,924	$	24,402

Loan modifications

The Company’s policy is to review each prospective credit to determine the appropriateness and the adequacy of security or collateral prior to making a loan. In the event of borrower default, the Company seeks recovery in compliance with lending laws, the respective loan agreements, and credit monitoring and remediation procedures that may include modifying a loan to provide a concession by the Company to the borrower from their original terms due to borrower financial difficulties in order to facilitate repayment. The Company considers loans to borrowers experiencing financial difficulties, where such a concession is utilized, to be modified loans. Modified loans may include principal forgiveness, interest rate reductions, other-than-insignificant-payment delays, term extensions or any combination thereof. 106

Table of Contents

The following schedules present, by loan class, the amortized cost basis for loans to borrowers experiencing financial difficulty that remain outstanding and were modified during the periods presented:


	As of and for the year ended December 31, 2025
							Combination - interest rate
	Term extension			Payment delay			reduction and term extension
	Amortized		% of loan	Amortized		% of loan	Amortized		% of loan
	cost basis		class	cost basis		class	cost basis		class
Commercial:
Commercial and industrial	$	1,489	0.1%	$	11,469	0.6%	$	—	0.0%
Owner occupied commercial real estate		—	0.0%		2,195	0.2%		—	0.0%
Total commercial		1,489	0.0%		13,664	0.3%		—	0.0%
Commercial real estate non-owner occupied:
Acquisition/development		—	0.0%		284	0.5%		—	0.0%
Non-owner occupied		—	0.0%		—	0.0%		30,642	2.9%
Total commercial real estate non-owner occupied		—	0.0%		284	0.0%		30,642	1.9%
Total loans	$	1,489	0.0%	$	13,948	0.2%	$	30,642	0.4%


	As of and for the year ended December 31, 2024
							Combination - interest rate			Combination - term extension
	Term extension			Payment Delay			reduction and term extension			and payment delay
	Amortized		% of loan	Amortized		% of loan	Amortized		% of loan	Amortized		% of loan
	cost basis		class	cost basis		class	cost basis		class	cost basis		class
Commercial:
Commercial and industrial	$	1,488	0.1%	$	10,429	0.5%	$	—	0.0%	$	—	0.0%
Owner occupied commercial real estate		—	0.0%		1,664	0.1%		—	0.0%		—	0.0%
Total commercial		1,488	0.0%		12,093	0.3%		—	0.0%		—	0.0%
Commercial real estate non-owner occupied:
Non-owner occupied		164	0.0%		—	0.0%		—	0.0%		—	0.0%
Total commercial real estate non-owner occupied		164	0.0%		—	0.0%		—	0.0%		—	0.0%
Residential real estate:
Senior lien		—	0.0%		851	0.1%		21	0.0%		382	0.0%
Junior lien		—	0.0%		—	0.0%		44	0.1%		—	0.0%
Total residential real estate		—	0.0%		851	0.1%		65	0.0%		382	0.0%
Total loans	$	1,652	0.0%	$	12,944	0.2%	$	65	0.0%	$	382	0.0%


	As of and for the year ended December 31, 2023

	Term extension			Payment Delay
	Amortized		% of loan	Amortized		% of loan
	cost basis		class	cost basis		class
Commercial:
Commercial and industrial	$	—	0.0%	$	8,936	0.5%
Total commercial		—	0.0%		8,936	0.2%
Commercial real estate non-owner occupied:
Non-owner occupied		18,770	1.8%		—	0.0%
Total commercial real estate non-owner occupied		18,770	1.0%		—	0.0%
Residential real estate:
Senior lien		652	0.1%		—	0.0%
Junior lien		263	0.3%		—	0.0%
Total residential real estate		915	0.1%		—	0.0%
Total loans	$	19,685	0.3%	$	8,936	0.1%

107

Table of Contents The following schedules present, by loan class, the payment status of loans that have been modified in the last twelve months as of the dates presented on an amortized cost basis:


	December 31, 2025
	Current		30-89 days past due		90+ days past due		Non-accrual
Commercial:
Commercial and industrial	$	7,371	$	382	$	744	$	4,461
Owner occupied commercial real estate		2,195		—		—		—
Total commercial		9,566		382		744		4,461
Commercial real estate non-owner occupied:
Acquisition/development		—		—		—		284
Non-owner occupied		30,642		—		—		—
Total commercial real estate non-owner occupied		30,642		—		—		284
Total loans	$	40,208	$	382	$	744	$	4,745


	December 31, 2024
	Current		30-89 days past due		90+ days past due		Non-accrual
Commercial:
Commercial and industrial	$	9,067	$	—	$	2,851	$	—
Owner occupied commercial real estate		1,664		—		—		—
Total commercial		10,731		—		2,851		—
Commercial real estate non-owner occupied:
Non-owner occupied		164		—		—		—
Total commercial real estate non-owner occupied		164		—		—		—
Residential real estate:
Senior lien		871		—		—		382
Junior lien		—		—		—		44
Total residential real estate		871		—		—		426
Total loans	$	11,766	$	—	$	2,851	$	426


	December 31, 2023
	Current		30-89 days past due		90+ days past due		Non-accrual
Commercial:
Commercial and industrial	$	8,936	$	—	$	—	$	—
Total commercial		8,936		—		—		—
Commercial real estate non-owner occupied:
Non-owner occupied		5,298		—		—		13,472
Total commercial real estate non-owner occupied		5,298		—		—		13,472
Residential real estate:
Senior lien		652		—		—		—
Junior lien		263		—		—		—
Total residential real estate		915		—		—		—
Total loans	$	15,149	$	—	$	—	$	13,472

Accrual of interest is resumed on loans that were previously on non-accrual only after the loan has performed sufficiently for a period of time. During the year ended December 31, 2025, the Company had three modified loans with amortized costs totaling $3.2 million modified within the past 12 months that defaulted on their modified terms. Two modified loans utilized a term extension, and the third utilized a payment delay. During the year ended December 31, 2024, the Company had two modified loans with an amortized cost totaling $3.2 million that were modified within the past 12 months that defaulted on their modified terms. One modified loan utilized a payment delay. The other modified loan utilized a combination of a term extension and payment delay. During the year ended December 31, 2023, the Company had one modified loan with an amortized cost totaling $13.5 million that was modified within the past 12 months, utilizing a term extension, that defaulted on its modified terms. For purposes of this disclosure, the Company considers “default” to mean 90 days or more past due on principal or interest. The allowance for credit losses related to modified loans on non-accrual status is determined by individual evaluation, including collateral adequacy, using the same process as loans on non-accrual status which are not classified as modified loans. 108

Table of Contents

The following schedules present the financial effect of the modifications made to borrowers experiencing financial difficulty as of and for the periods indicated:


	As of and for the year ended December 31, 2025
	Financial effect
	Term extension	Payment delay	Combination - Interest rate reduction and Term extension
Commercial:
Commercial and industrial	Extended a weighted average of 1.0 year to the life of loans	Delayed payments for a weighted average of 0.6 years
Owner occupied commercial real estate		Delayed payments for a weighted average of 0.3 years
Commercial real estate non-owner occupied:
Acquisition/development		Delayed payments for a weighted average of 0.3 years
Non-owner occupied			Reduced weighted average contractual interest rate by 1.0% and extended a weighted average life of 1.4 years
<br><br>


	As of and for the year ended December 31, 2024
	Financial effect
	Term extension	Payment delay	Combination - Interest rate reduction and Term extension	Combination - Term extension and Payment delay
Commercial:
Commercial and industrial	Extended a weighted average of 0.5 years to the life of loans	Delayed payments for a weighted average of 0.4 years
Owner occupied commercial real estate		Delayed payments for a weighted average of 0.5 years
Commercial real estate non-owner occupied:
Non-owner occupied	Extended a weighted average of 7.5 years to the life of loans
Residential real estate:
Senior lien		Delayed payments for a weighted average of 0.3 years	Reduced weighted average contractual interest rate by 1.5% and extended a weighted average life of 11 years	Extended a weighted average of 0.7 years to the life of loans and delayed payments for a weighted average of 0.7 years
Junior lien			Reduced weighted average contractual interest rate by 1.1% and extended a weighted average life of 10 years


	As of and for the year ended December 31, 2023
	Financial effect
	Term extension	Payment delay	Combination - Interest rate reduction and Term extension
Commercial:
Commercial and industrial		Delayed payments for a weighted average of 0.5 years
Commercial real estate non-owner occupied:
Non-owner occupied	Extended a weighted average of 0.3 years to the life of loans
Residential real estate:
Senior lien			Reduced weighted average contractual interest rate by 2.5% and extended a weighted average life of 30 years
Junior lien	Extended a weighted average of 1.3 years to the life of loans

109

Table of Contents Note 7 Allowance for Credit Losses

The tables below detail the Company’s allowance for credit losses as of the dates shown:


	Year ended December 31, 2025
			Non-owner
			occupied
			commercial		Residential
	Commercial		real estate		real estate		Consumer		Total
Beginning balance	$	48,552	$	26,136	$	19,426	$	341	$	94,455
Charge-offs		(26,074)		(1,467)		(173)		(747)		(28,461)
Recoveries		2,800		242		68		172		3,282
Provision expense (release) for credit losses		22,204		(1,835)		(2,724)		494		18,139
Ending balance	$	47,482	$	23,076	$	16,597	$	260	$	87,415


	Year ended December 31, 2024
			Non-owner
			occupied
			commercial		Residential
	Commercial		real estate		real estate		Consumer		Total
Beginning balance	$	45,304	$	32,665	$	19,550	$	428	$	97,947
Charge-offs		(5,082)		(4,715)		—		(981)		(10,778)
Recoveries		493		7		97		359		956
Provision expense (release) for credit losses		7,837		(1,821)		(221)		535		6,330
Ending balance	$	48,552	$	26,136	$	19,426	$	341	$	94,455

In evaluating the loan portfolio for an appropriate ACL level, excluding loans evaluated individually, loans were grouped into segments based on broad characteristics such as primary use and underlying collateral. Within the segments, the portfolio was further disaggregated into classes of loans with similar attributes and risk characteristics for purposes of developing the underlying data used within the discounted cash flow model including, but not limited to, prepayment and recovery rates as well as loss rates tied to macro-economic conditions within management’s reasonable and supportable forecast. The ACL also includes subjective adjustments based upon qualitative risk factors including asset quality, loss trends, lending management, portfolio growth and loan review/internal audit results.

At December 31, 2025 and 2024, the allowance for credit losses totaled $87.4 million and $94.5 million, respectively. The decrease during the year ended December 31, 2025 was primarily driven by the resolution of non-performing loans. During the year ended December 31, 2025, the Company recorded provision expense for credit losses totaling $17.8 million, including $18.2 million provision expense for funded loans and $0.4 million of provision release for unfunded loan commitments. Provision expense for credit losses during the year ended December 31, 2025 was recorded primarily due to proactive credit actions taken on three credits during the fourth quarter and a charge-off on one credit during the first quarter due to suspected fraud by the borrower. During the year ended December 31, 2024, the Company recorded provision expense for credit losses totaling $6.8 million, including $6.3 million of provision expense for funded loans and $0.5 million of provision expense for unfunded loan commitments. Net charge-offs during the years ended December 31, 2025 and 2024 totaled $25.2 million and $9.8 million, respectively.

The Company has elected to exclude AIR from the allowance for credit losses calculation. As of December 31, 2025 and December 31, 2024, AIR from loans totaled $38.3 million and $41.5 million, respectively.

110

Table of Contents Note 8 Leases

Right-of-use lease assets totaled $26.6 million and $25.9 million as of December 31, 2025 and 2024, respectively, and were included in other assets in the consolidated statements of financial condition. The related lease liabilities totaled $29.5 million and $28.9 million as of December 31, 2025 and 2024, respectively, and were included in other liabilities in the consolidated statements of financial condition.

The Company has operating leases for banking centers, corporate offices and ATM locations, with remaining lease terms ranging from two months to 18 years. The Company only included reasonably certain renewal options in the lease terms. The weighted-average remaining lease term for our operating leases was 6.7 years and 7.8 years at December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the weighted-average discount rates were 3.27% and 3.41%, respectively, utilizing the Company’s incremental FHLB borrowing rate for borrowings of a similar term at the date of lease commencement.

Rent expense totaled $6.4 million and $6.2 million for the years ended December 31, 2025 and 2024, respectively, and was recorded within occupancy and equipment in the consolidated statements of operations. Lease payments do not include non-lease components such as real estate taxes, insurance and common area maintenance.

Below is a summary of undiscounted future minimum lease payments as of December 31, 2025:


Years ending December 31,		Amount
2026	$	4,917
2027		4,612
2028		4,140
2029		3,559
2030		2,577
Thereafter		15,669
Total lease payments		35,474
Less: Imputed interest		(6,013)
Present value of operating lease liabilities	$	29,461

Note 9 Premises and Equipment

Premises and equipment consisted of the following at December 31, 2025 and 2024:


	December 31, 2025		December 31, 2024
Land	$	42,055	$	43,720
Buildings and improvements		131,212		122,905
Equipment and software		165,315		144,956
Total premises and equipment, at cost		338,582		311,581
Less: accumulated depreciation and amortization		(124,028)		(114,808)
Premises and equipment, net	$	214,554	$	196,773

The Company recorded $13.7 million and $9.4 million of depreciation expense during 2025 and 2024, respectively, as a component of occupancy and equipment expense in the consolidated statements of operations. The increase was primarily driven by the 2UniFi capitalized asset depreciation in connection with the launch of 2UniFi in the third quarter of 2025. The Company disposed of $3.5 million and $3.0 million of premises and equipment, net, during 2025 and 2024, respectively. The Company recorded gains totaling $1.6 million and $0.6 million on sale of premises and equipment during the years ended December 31, 2025 and 2024, respectively, within other non-interest income in the consolidated statements of operations. During 2025, there was no impairment of premises and equipment. During 2024, the Company recognized $1.0 million of impairment included in non-interest expense in its consolidated statements of operations from the consolidation of three banking centers.

111

Table of Contents Note 10 Goodwill and Intangible Assets

Goodwill and other intangible assets

In connection with our acquisitions, the Company’s goodwill was $306.0 million as of December 31, 2025 and 2024. Goodwill is measured as the excess of the fair value of consideration paid over the fair value of net assets acquired. No goodwill impairment was recorded during the years ended December 31, 2025 or 2024.

The gross carrying amounts of other intangible assets and the associated accumulated amortization at December 31, 2025 and December 31, 2024, are presented as follows:


	December 31, 2025						December 31, 2024
	Gross				Net		Gross				Net
	carrying		Accumulated		carrying		carrying		Accumulated		carrying
	amount		amortization		amount		amount		amortization		amount
Core deposit intangible	$	91,566	$	(60,739)	$	30,827	$	91,566	$	(55,417)	$	36,149
Customer relationship intangible		17,000		(6,059)		10,941		17,000		(4,024)		12,976
Acquired technology intangible		2,300		(1,150)		1,150		2,300		(690)		1,610
Total	$	110,866	$	(67,948)	$	42,918	$	110,866	$	(60,131)	$	50,735

The Company is amortizing intangibles from acquisitions over a weighted average period of 9.8 years from the date of the respective acquisitions. The core deposit and customer relationship intangibles are being amortized over a weighted average period of 10 years, and the acquired technology intangible is being amortized over a weighted average period of five years. The Company recognized other intangible assets amortization expense of $7.8 million and $7.9 million and $7.4 million during the years ended December 31, 2025, 2024 and 2023, respectively.

The following table shows the estimated future amortization expense during the next five years for other intangible assets as of the periods presented:


Years ending December 31,		Amount
2026	$	7,664
2027		7,542
2028		6,142
2029		5,790
2030		5,668

Servicing Rights

Mortgage servicing rights

MSRs represent rights to service loans originated by the Company and sold to GSEs, including FHLMC, FNMA, GNMA and FHLB, and are included in other assets in the consolidated statements of financial condition. Mortgage loans serviced for others were $0.3 billion and $0.5 billion at December 31, 2025 and 2024, respectively.

Below are the changes in the MSRs for the years presented:


	For the years ended December 31,
	2025		2024
Beginning balance	$	4,835	$	4,911
Originations		195		404
Sales		(1,811)		—
Recovery		—		61
Amortization		(378)		(541)
Ending balance		2,841		4,835
Fair value of mortgage servicing rights	$	4,290	$	7,451

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During the first quarter of 2025, the Company sold rights to service loans totaling $203.7 million in unpaid principal balances from our mortgage servicing rights portfolio. As a result of the sale, the book value of our mortgage servicing rights intangible decreased $1.8 million and generated a pre-tax gain of $0.6 million included in mortgage banking income in the consolidated statements of operations.

The fair value of MSRs was determined based upon a discounted cash flow analysis. The cash flow analysis included assumptions for discount rates and prepayment speeds. The discount rate ranged from 9.5% to 10.0%, and the constant prepayment speed ranged from 6.5% to 11.5% for the December 31, 2025 valuation. For the December 31, 2024 valuation, the discount rate ranged from 10.0% to 10.5%, and the constant prepayment speed ranged from 6.0% to 10.3%. Included in mortgage banking income in the consolidated statements of operations was servicing income of $1.0 million and $1.5 million for the years ended December 31, 2025 and 2024, respectively.

MSRs are evaluated and impairment is recognized to the extent fair value is less than the carrying amount. The Company evaluates impairment by stratifying MSRs based on the predominant risk characteristics of the underlying loans, including loan type and loan term. The Company is amortizing the MSRs in proportion to and over the period of the estimated net servicing income of the underlying loans.

The following table shows the estimated future amortization expense during the next five years for the MSRs as of the periods presented:


Years ending December 31,		Amount
2026	$	339
2027		298
2028		263
2029		232
2030		204

SBA servicing asset

The SBA servicing asset represents the value associated with servicing small business real estate loans that have been sold to outside investors with servicing retained. The SBA servicing asset is evaluated and impairment is recognized to the extent fair value is less than the carrying amount. The Company evaluates impairment by stratifying the SBA servicing asset based on the predominant risk characteristics of the underlying loans, including loan type and loan term. The Company is amortizing the SBA servicing asset in proportion to and over the period of the estimated net servicing income of the underlying loans. The Company serviced $125.5 million and $132.0 million of SBA loans that have been sold into the secondary market, as of December 31, 2025 and 2024, respectively. The Company recognized SBA servicing asset fee income of $0.7 million and $0.3 million during the years ended December 31, 2025 and 2024, respectively.

Below are the changes in the SBA servicing asset for the years presented:


	For the year ended December 31,
	2025		2024
Beginning balance	$	2,862	$	2,440
Originations		671		1,150
Disposals		(646)		(569)
Recovery		2		124
Amortization		(311)		(283)
Ending balance		2,578		2,862
Fair value of SBA servicing asset	$	2,578	$	2,862

The Company uses assumptions and estimates in determining the fair value of SBA loan servicing rights. These assumptions include prepayment speeds, discount rates, and other assumptions. The assumptions used in the valuation were based on input from buyers, brokers and other qualified personnel, as well as market knowledge. For the years ended December 31, 2025 113

Table of Contents and 2024, the key assumptions used to determine the fair value of the Company’s SBA servicing asset included weighted average lifetime constant prepayment rates equal to 15.9% and 15.7%, respectively, and weighted average discount rates equal to 10.5% and 10.4%, respectively.

Note 11 Deposits

Total deposits were $8.3 billion and $8.2 billion at December 31, 2025 and 2024, respectively. Time deposits were $1.1 billion and $1.0 billion at December 31, 2025 and 2024, respectively. The following table summarizes the Company’s time deposits by remaining contractual maturity:


Years ending December 31,		Amount
2026	$	1,002,738
2027		109,896
2028		28,390
2029		7,535
2030		856
Thereafter		356
Total time deposits	$	1,149,771

The Company incurred interest expense on deposits as follows during the years indicated:


	For the years ended December 31,
	2025		2024		2023
Interest bearing demand deposits	$	29,453	$	39,938	$	26,984
Money Market accounts		91,669		105,688		57,028
Savings accounts		6,398		6,057		3,945
Time deposits		37,906		34,509		21,421
Total	$	165,426	$	186,192	$	109,378

The Federal Reserve requires cash balances to be maintained at the FRB based on certain deposit levels. At December 31, 2025, the Banks held sufficient cash on hand with the FRB to have met minimum requirements, and as such, no additional reserve was required. The aggregate amount of certificates of deposit in denominations that meet or exceed the FDIC insurance limit of $250 thousand was $324.1 million and $288.3 million at December 31, 2025 and 2024, respectively.

Note 12 Borrowings

Borrowings consist of securities sold under agreements to repurchase, long-term debt and FHLB advances.

Securities sold under agreements to repurchase

The following table sets forth selected information regarding repurchase agreements during 2025, 2024 and 2023:


	As of and for the years ended December 31,
	2025		2024		2023
Maximum amount of outstanding agreements at any month end during the period	$	21,303	$	22,771	$	23,768
Average amount outstanding during the period		17,561		17,973		19,346
Weighted average interest rate for the period		0.12%		0.12%		0.11%

The Company enters into repurchase agreements to facilitate the needs of its clients. As of December 31, 2025, 2024 and 2023, the Company sold securities under agreements to repurchase totaling $17.4 million, $18.9 million and $19.6 million, respectively. The Company pledged mortgage-backed securities with a fair value of approximately $28.5 million, $31.3 million and $30.4 million, as of December 31, 2025, 2024 and 2023, respectively, for these agreements. The Company monitors collateral levels on a continuous basis and may be required to provide additional collateral based on the fair value of 114

Table of Contents the underlying securities. As of December 31, 2025, 2024 and 2023, the Company had $11.1 million, $12.4 million and $10.8 million, respectively, of excess collateral pledged for repurchase agreements.

The vast majority of the Company’s repurchase agreements are overnight transactions with clients that mature the day after the transaction. At December 31, 2025, 2024 and 2023, none of the Company’s repurchase agreements were for periods longer than one day. The repurchase agreements are subject to a master netting arrangement; however, the Company has not offset any of the amounts shown in the consolidated financial statements.

Federal Home Loan Bank advances

As a member of the FHLB, the Banks have access to a line of credit and term financing from the FHLB with total available credit of $1.5 billion and $1.7 billion at December 31, 2025 and 2024, respectively. The Company may utilize the FHLB line of credit as a funding mechanism for originated loans and loans held for sale. At December 31, 2025 and 2024, the Banks had zero and $50.0 million, respectively, of outstanding borrowings from the FHLB. The Banks may pledge investment securities and loans as collateral for FHLB advances. There were no investment securities pledged for FHLB advances at December 31, 2025 or 2024. Loans pledged were $2.4 billion and $2.6 billion for December 31, 2025 and 2024, respectively. The Company incurred $2.7 million and $4.6 million of interest expense related to FHLB advances and other short-term borrowings for the years ended December 31, 2025 and 2024, respectively.

Long-term debt

The Company holds a fixed-to-floating rate subordinated note totaling $40.0 million. The balance on the note at December 31, 2025, net of long-term debt issuance costs totaling $0.1 million, totaled $39.9 million. The balance on the note at December 31, 2024, net of long-term debt issuance costs of $0.2 million, totaled $39.8 million. Interest expense totaling $1.2 million was recorded in the consolidated statements of operations during the years ended December 31, 2025 and 2024.

The note is subordinated, unsecured and matures on November 15, 2031. Payments consist of interest only. Interest expense on the note is payable semi-annually in arrears and will bear interest at 3.00% per annum until November 15, 2026 (or any earlier redemption date). From November 15, 2026 until November 15, 2031 (or any earlier redemption date), payments will be made quarterly in arrears, and the interest rate shall reset quarterly to an interest rate per annum equal to the then current three-month term SOFR plus 203 basis points. The Company deployed the net proceeds from the sale of the note for general corporate purposes. Prior to November 5, 2026, the Company may redeem the note only under certain limited circumstances. Beginning on November 5, 2026 through maturity, the note may be redeemed, at the Company’s option, on any scheduled interest payment date. Any redemption by the Company would be at a redemption price equal to 100% of the principal amount of the note being redeemed, together with any accrued and unpaid interest on the note being redeemed up to but excluding the date of redemption. The note is not subject to redemption at the option of the holder.

As part of the acquisition of BOJH on October 1, 2022, the Company assumed three subordinated fixed-to-floating rate notes totaling $15.0 million. The balance on the notes at December 31, 2025, net of the fair value adjustment from the acquisition of $0.1 million, totaled $14.9 million. The balance on the notes at December 31, 2024, net of the fair value adjustment from the acquisition totaling $0.3 million, totaled $14.7 million. Interest expense related to the notes totaling $0.6 million was recorded in the consolidated statements of operations during the years ended December 31, 2025 and 2024.

Table of Contents notes being redeemed up to but excluding the date of redemption. The notes are not subject to redemption at the option of the holder.

Note 13 Regulatory Capital

As a bank holding company that has elected to be treated as a financial holding company, the Company, NBH Bank and BOJHT are subject to regulatory capital adequacy requirements implemented by the Federal Reserve, in addition to those implemented by the FDIC for NBH Bank and BOJHT, including maintaining capital positions at the “well-capitalized” level. The federal banking agencies have risk-based capital adequacy regulations intended to provide a measure of capital adequacy that reflects the degree of risk associated with a banking organization’s operations. Under these regulations, assets are assigned to one of several risk categories, and nominal dollar amounts of assets and credit equivalent amounts of off-balance-sheet items are multiplied by a risk-adjustment percentage for the category. Regulatory authorities can initiate certain mandatory actions if the Company, NBH Bank or BOJHT fail to meet the minimum capital requirements, which could have a material effect on our financial statements and business generally.

Under the Basel III requirements, at December 31, 2025 and 2024, the Company and the Banks met all capital requirements, including the capital conservation buffer of 2.5%. The Company and the Banks had regulatory capital ratios in excess of the levels established for well-capitalized institutions, as detailed in the tables below:


	December 31, 2025
				Required to be			Required to be
				well capitalized under			considered
				prompt corrective			adequately
	Actual			action provisions			capitalized^(1)^
	Ratio	Amount		Ratio	Amount		Ratio	Amount
Tier 1 leverage ratio:
Consolidated	11.6%	$	1,101,481	N/A		N/A	4.0%	$	381,030
NBH Bank	10.2%		963,497	5.0%	$	474,353	4.0%		379,483
Bank of Jackson Hole Trust	34.2%		13,219	5.0%		1,934	4.0%		1,548
Common equity tier 1 risk based capital:
Consolidated	14.9%	$	1,101,481	N/A		N/A	7.0%	$	517,822
NBH Bank	13.1%		963,497	6.5%	$	477,845	7.0%		514,602
Bank of Jackson Hole Trust	79.3%		13,219	6.5%		1,083	7.0%		1,167
Tier 1 risk based capital ratio:
Consolidated	14.9%	$	1,101,481	N/A		N/A	8.5%	$	628,784
NBH Bank	13.1%		963,497	8.0%	$	588,117	8.5%		624,874
Bank of Jackson Hole Trust	79.3%		13,219	8.0%		1,333	8.5%		1,417
Total risk based capital ratio:
Consolidated	16.8%	$	1,244,572	N/A		N/A	10.5%	$	776,733
NBH Bank	14.3%		1,051,838	10.0%	$	735,146	10.5%		771,904
Bank of Jackson Hole Trust	79.5%		13,250	10.0%		1,667	10.5%		1,750


(1)		Includes the capital conservation buffer of 2.5%.

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		December 31, 2024
					Required to be			Required to be
					well capitalized under			considered
					prompt corrective			adequately
		Actual			action provisions			capitalized^(1)^
		Ratio	Amount		Ratio	Amount		Ratio	Amount
Tier 1 leverage ratio:
Consolidated		10.7%	$	1,037,550	N/A		N/A	4.0%	$	388,278
NBH Bank		9.5%		921,509	5.0%	$	483,533	4.0%		386,826
Bank of Jackson Hole Trust		31.0%		12,461	5.0%		2,013	4.0%		1,611
Common equity tier 1 risk based capital:
Consolidated		13.2%	$	1,037,550	N/A		N/A	7.0%	$	550,074
NBH Bank		11.8%		921,509	6.5%	$	508,418	7.0%		547,528
Bank of Jackson Hole Trust		77.2%		12,461	6.5%		1,049	7.0%		1,129
Tier 1 risk based capital ratio:
Consolidated		13.2%	$	1,037,550	N/A		N/A	8.5%	$	667,947
NBH Bank		11.8%		921,509	8.0%	$	625,746	8.5%		664,855
Bank of Jackson Hole Trust		77.2%		12,461	8.0%		1,291	8.5%		1,371
Total risk based capital ratio:
Consolidated		15.1%	$	1,187,514	N/A		N/A	10.5%	$	825,111
NBH Bank		13.0%		1,016,471	10.0%	$	782,182	10.5%		821,291
Bank of Jackson Hole Trust		77.3%		12,462	10.0%		1,613	10.5%		1,694

---	---	---
(1)		Includes the capital conservation buffer of 2.5%.

Note 14 Revenue from Contracts with Clients

Revenue is recognized when obligations under the terms of a contract with clients are satisfied. Below is the detail of the Company’s revenue from contracts with clients, including service charges and other deposit account related fees, bank card fees and other non-interest income. Other non-interest income includes trust and wealth management fees and Cambr fee income.

Service charges and other account-related fees

Service charge fees are primarily comprised of monthly service fees, check orders and other deposit account related fees. Other fees include revenue from processing wire transfers, bill pay service, cashier’s checks and other services. The Company’s performance obligation for account analysis fees and monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Check orders and other deposit account-related fees are largely transactional based, and therefore, the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to clients’ accounts.

Bank card fees

Bank card fees are primarily comprised of debit card income, ATM fees, merchant services income and other fees. Debit card income is primarily comprised of interchange fees earned whenever the Company’s debit cards are processed through card payment networks such as Visa. ATM fees are primarily generated when a Bank cardholder uses a non-Bank ATM or a non-Bank cardholder uses a Bank ATM. Merchant services income mainly represents fees charged to merchants to process their debit card transactions. The Company’s performance obligation for bank card fees is largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month. 117

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Other non-interest income

Trust and wealth management fees

The trust and wealth management business offers separately managed investment account solutions and trustee services to clients. Services may include custody of assets, trustee services, wealth management and directed trusts. The Company charges an asset-based fee earned for personal and corporate accounts. Additional fees may include minimum annual fees, fees for additional tax reporting and preparation for irrevocable trust returns or annual flat fees for certain trusts. The performance obligations related to this revenue include items such as performing investment advisory services, custody and record-keeping services, and fund administrative and accounting services. The performance obligations are satisfied upon completion of service and fees are generally a fixed flat rate or based on a percentage of the account’s market value per the contract with the client. These fees are recorded within other non-interest income in the consolidated statements of operations.

Cambr fee income

Cambr operates a deposit acquisition and processing platform that generates core deposits from accounts offered through third-party embedded finance companies. Cambr’s platform facilitates the movement of embedded finance companies’ client deposits into FDIC-insured accounts at banks within Cambr’s network. Cambr generates fee income by charging a percentage-based fee of the deposit balance placed into the Cambr network. The performance obligation is satisfied upon completion of service, and Cambr fee income is recorded within other non-interest income in the consolidated statements of operations.

Other non-interest expense

Included within other non-interest expense are gains and losses from OREO sales, which are recognized when the Company meets its performance obligation to transfer title to the buyer. The gain or loss is measured as the excess of the proceeds received compared to the OREO carrying value. Sales proceeds are received in cash at the time of transfer.

The following table presents non-interest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, and non-interest expense in-scope of Topic 606 for the years ended December 31, 2025, 2024 and 2023.


		For the years ended December 31,
		2025		2024		2023
Non-interest income
In-scope of Topic 606:
Service charges and other account-related fees		$	23,612	$	21,605	$	22,623
Bank card fees			17,821		18,963		19,636
Other non-interest income			5,717		5,606		4,665
Non-interest income (in-scope of Topic 606)			47,150		46,174		46,924
Non-interest income (out-of-scope of Topic 606)			20,416		15,057		16,993
Total non-interest income		$	67,566	$	61,231	$	63,917
Non-interest expense
In-scope of Topic 606:
Other non-interest expense^(1)^		$	(50)	$	(385)	$	(20)
Total revenue in-scope of Topic 606		$	47,100	$	45,789	$	46,904

---	---	---
(1)		Other non-interest expense includes net gains (losses) from sales of OREO.

Contract acquisition costs

The Company utilizes the practical expedient which allows entities to expense immediately contract acquisition costs when the asset that would have resulted from capitalizing these costs would have been amortized in one year or less. The Company has not capitalized any contract acquisition costs. 118

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Note 15 Stock-based Compensation and Benefits

The Company provides stock-based compensation primarily in accordance with shareholder-approved plans. On May 9, 2023, shareholders approved the 2023 Omnibus Incentive Plan, which replaced the 2014 Omnibus Incentive Plan, pursuant to which the Company grants equity awards. Pursuant to the Omnibus Plan, the Compensation Committee of the Board of Directors has the authority to grant, from time to time, awards of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, other stock-based awards, or any combination thereof to eligible persons.

As of December 31, 2025, 878,446 shares of common stock were available for issuance under the Omnibus Plan. Any shares subject to awards issued under the Omnibus Plan are counted against the amount available for issuance as one share for every one share granted. The Omnibus Plan provides for recycling of shares, the terms of which are further described in the Omnibus Plan. Upon an option exercise, it is the Company’s policy to issue shares from treasury stock.

To date, the Company has issued stock options, restricted stock and PSUs under the plans. If awarded, the Compensation Committee sets the option exercise price at the time of grant, but in no case is the exercise price less than the fair market value of a share of Company common stock at the date of grant.

During 2023, the Compensation Committee approved the adoption of the 2UniFi Plan, an equity incentive plan with respect to Class B units of 2Unifi, LLC, a wholly owned subsidiary of the Company. The 2UniFi Plan provides for the grant of up to 200,000 Class B Units (intended to be in the form of profit interests) to the employees and other service providers of 2UniFi and its affiliates, including the executive officers of the Company. The 2UniFi Plan is administered by the Managing Member Board of 2UniFi and any grant of Class B units to an executive officer of the Company is subject to the approval of the Company’s Compensation Committee. At December 31, 2025 and 2024, there were 112,000 and 122,000 units outstanding, respectively. The awards vest over a five-year period with 50% of the awards vesting on the third anniversary of the grant date, and 25% vesting on the fourth and fifth anniversary of the grant date, respectively. At December 31, 2025, there was $35.9 thousand of total unrecognized compensation cost related to non-vested units under the 2UniFi Plan.

Stock options

Prior to 2024, the Company issued stock options, which are primarily time-vesting with 1/3 vesting on each of the first, second and third anniversary of the date of grant or date of hire. The expense associated with the awarded stock options was measured at fair value using a Black-Scholes option-pricing model. The outstanding option awards vest on a graded basis over 1-3 years of continuous service and have 10-year contractual terms.

The Company issued no stock options during 2025 or 2024. Below are the weighted average assumptions used in the Black-Scholes option pricing model to determine fair value of the Company’s stock options granted in 2023:


	2023
Weighted average fair value	$	9.01
Weighted average risk-free interest rate^(1)^		3.57%
Expected volatility^(2)^		32.48%
Expected term (years)^(3)^		6.05
Dividend yield^(4)^		2.99%
(1)		The risk-free rate for the expected term of the options was based on the U.S. Treasury yield curve at the date of grant and based on the expected term.
---	---	---
(2)		Expected volatility was calculated using historical volatility of the Company’s stock price for a period commensurate with the expected term of the options.
(3)		The expected term was estimated to be the average of the contractual vesting term and time to expiration.
(4)		The dividend yield was calculated in accordance with the Company’s dividend policy at the time of grant.

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				Weighted
				average
		Weighted		remaining
		average		contractual	Aggregate
		exercise		term in	intrinsic
	Options	price		years	value
Outstanding at December 31, 2024	563,992	$	32.90	5.37	$	5,759
Granted	—		—
Exercised	(5,423)		25.70
Forfeited	(17,097)		34.62
Outstanding at December 31, 2025	541,472		32.92	4.30		3,125
Options exercisable at December 31, 2025	511,155		32.88	4.12		2,987
Options vested and expected to vest	540,712		32.92	4.29		3,122

At December 31, 2025 and 2024, the Company had 541,472 and 563,992 stock options outstanding, respectively, at a weighted average exercise price of $32.92 and $32.90, respectively. Stock option expense is a component of salaries and benefits in the consolidated statements of operations and totaled $0.1 million, $0.3 million and $0.9 million for 2025, 2024 and 2023, respectively. At December 31, 2025, there was $19.0 thousand of total unrecognized compensation cost related to non-vested stock options granted. The cost is expected to be recognized over a weighted average period of 0.3 years.

The following table summarizes the Company’s outstanding stock options:


				Options outstanding				Options exercisable
					Weighted average
				Number	remaining contractual	Weighted average		Number	Weighted average
Range of exercise price				outstanding	life (years)	exercise price		exercisable	exercise price
$	18.00	-	22.99	7,297	0.16	$	19.56	7,297	$	19.56
	23.00	-	27.99	114,684	4.12		23.15	114,684		23.15
	28.00	-	32.99	68,407	2.14		32.62	68,407		32.62
	33.00	-	37.99	220,477	4.35		33.85	190,160		33.91
	38.00	and above		130,607	5.74		40.82	130,607		40.82

Restricted stock awards

The Company issues time-based restricted stock awards that generally vest over a range of a 1-3 year period. Restricted stock with time-based vesting was valued at the fair value of the shares on the date of grant as they are assumed to be held beyond the vesting period.

Performance stock units

During the years ended December 31, 2025, 2024 and 2023, the Company granted 74,268, 79,254, and 79,215 performance stock units, respectively, in accordance with the Omnibus Plan. The Company grants PSUs whereby the recorded fair value represents the value of the award at the initial target performance and does not reflect potential increases or decreases resulting from the final performance results, which are to be determined at the end of the three-year performance period (vesting date). The actual number of shares of common stock to be awarded at the end of the performance period will range from 0% - 150% of the initial target awards.

For PSU components granted in 2025, one-third of the award is based on the Company’s cumulative earnings per share (EPS target), one-third is based on the Company’s relative ROTA, and one-third is based on the Company’s relative TSR during the performance period. On the vesting date, the Company’s annual ROTA will be compared to the respective ROTAs of companies comprising the S&P 600 Regional Banks group. The Company’s ranking will be averaged over the measurement period to determine the shares awarded. The fair value of the ROTA award was determined based on the closing stock price of the Company’s common stock on the grant date. On the vesting date, the Company’s TSR will be compared to the respective TSRs of the companies comprising the S&P 600 Regional Banks group at the grant date to determine the shares 120

Table of Contents awarded. The fair value of the TSR target portion of the award was determined using a Monte Carlo Simulation at the grant date. The fair value of the EPS target portion of the award was determined based on the closing stock price of the Company’s common stock on the grant date.

For the awards granted during the year ended December 31, 2025, the weighted-average grant date fair values per unit of the EPS target portion, ROTA target portion and TSR target portion were $38.44, $38.44 and $32.19, respectively. The weighted-average grant date fair value per unit for the EPS target portion, ROTA target portion and the TSR target portion granted during 2024 were $35.41, $35.41 and $34.91, respectively. The initial weighted-average performance price for the TSR target portion granted during 2025 was $45.14. During 2025, the Company awarded an additional 3,723 PSUs due to final performance results related to PSUs granted in 2022. During 2024, the Company cancelled 530 units due to final performance results related to performance stock units granted in 2021.

For PSU components granted in 2023, sixty percent of the award was based on the Company’s cumulative EPS and forty percent of the award was based on the Company’s cumulative TSR during the performance period. On the vesting date, the Company’s TSR will be compared to the respective TSRs of the companies comprising the KBW Regional Index at the grant date to determine the shares awarded.

The following table summarizes restricted stock and PSU activity during 2025 and 2024:


		Weighted			Weighted
	Restricted	average grant-		Performance	average grant-
	stock shares	date fair value		stock units	date fair value
Unvested at December 31, 2023	240,584	$	34.47	171,782	$	34.56
Granted	186,050		35.43	79,254		35.24
Adjustment due to performance	—		—	(530)		35.75
Vested	(108,762)		35.85	(46,490)		37.82
Forfeited	(25,858)		35.97	(5,752)		32.66
Unvested at December 31, 2024	292,014	$	34.43	198,264	$	34.31
Granted	175,972		37.99	74,628		36.10
Adjustment due to performance	—		—	3,723		55.54
Vested	(122,766)		36.19	(51,658)		39.63
Forfeited	(42,064)		35.94	(12,444)		33.16
Unvested at December 31, 2025	303,156	$	35.57	212,513	$	34.09

As of December 31, 2025, the total unrecognized compensation cost related to the non-vested restricted stock awards and PSUs totaled $5.0 million and $3.4 million, respectively, and is expected to be recognized over a weighted average period of approximately 2.0 years and 1.8 years, respectively. Expense related to non-vested restricted stock awards totaled $5.3 million, $5.1 million and $4.3 million during 2025, 2024 and 2023, respectively. Expense related to non-vested performance stock units totaled $1.9 million, $2.7 million and $2.0 million during 2025, 2024 and 2023, respectively. Expense related to non-vested restricted stock awards and units is a component of salaries and benefits expense in the Company’s consolidated statements of operations.

Associate stock purchase plan

The ASPP is intended to be a qualified plan within the meaning of Section 423 of the Internal Revenue Code of 1986 and allows eligible employees to purchase shares of common stock through payroll deductions up to a limit of $25,000 per calendar year and 2,000 shares per offering period. The price an employee pays for shares is 90.0% of the fair market value of Company common stock on the last day of the offering period. The offering periods are the six-month periods commencing on March 1 and September 1 of each year and ending on August 31 and February 28 (or February 29 in the case of a leap year) of each year. There are no vesting or other restrictions on the stock purchased by employees under the ASPP. Under the ASPP, the total number of shares of common stock reserved for issuance totaled 400,000 shares, of which 196,759 were available for issuance at December 31, 2025.

Under the ASPP, employees purchased 17,771 shares and 21,389 shares during 2025 and 2024, respectively.

121

Table of Contents Note 16 Common Stock

The Company had 37,772,516 and 38,054,482 shares of Class A common stock, and zero shares of Class B common stock, outstanding at December 31, 2025 and 2024, respectively. Additionally, the Company had 303,156 and 292,014 shares of restricted Class A common stock issued but not yet vested at December 31, 2025 and 2024, respectively. These shares are not included in our total shares outstanding until such time that they are vested; however, these shares have voting and dividend rights prior to vesting.

On May 9, 2023, the Company announced a program to repurchase up to $50.0 million of the Company’s common stock from time to time in either the open market or through privately negotiated transactions in accordance with applicable regulations of the SEC. During the year ended December 31, 2025, the Company repurchased 416,795 shares of common stock for $15.2 million at a weighted average price per share of $36.40. The remaining authorization under the 2023 program as of December 31, 2025 was $34.8 million. At December 31, 2025, no time limit had been set for completion of the program.

Note 17 Earnings Per Share

The Company calculates earnings per share under the two-class method, as certain non-vested share awards contain non-forfeitable rights to dividends. As such, these awards are considered securities that participate in the earnings of the Company. Non-vested shares are discussed further in note 16.

The Company had 37,772,516 and 38,054,482 shares of Class A common stock outstanding as of December 31, 2025 and 2024, respectively, excluding issued but unvested restricted shares. Certain stock options and non-vested restricted shares are potentially dilutive securities, but are not included in the calculation of diluted earnings per share because to do so would have been anti-dilutive for 2025, 2024 and 2023.

The following table illustrates the computation of basic and diluted earnings per share for 2025, 2024 and 2023:


	For the years ended
	2025		2024		2023
Net income	$	109,574	$	118,815	$	142,048
Less: income allocated to participating securities		(880)		(327)		(243)
Income allocated to common shareholders	$	108,694	$	118,488	$	141,805
Weighted average shares outstanding for basic earnings per common share		37,964,059		38,212,304		37,937,579
Dilutive effect of equity awards		126,955		206,822		173,629
Weighted average shares outstanding for diluted earnings per common share		38,091,014		38,419,125		38,111,208
Basic earnings per share	$	2.86	$	3.10	$	3.74
Diluted earnings per share		2.85		3.08		3.72

The Company had 541,472, 563,992 and 755,546 outstanding stock options to purchase common stock at weighted average exercise prices of $32.92, $32.90 and $30.95 per share at December 31, 2025, 2024 and 2023, respectively, which have time-vesting criteria, and as such, any dilution is derived only for the timeframe in which the vesting criteria had been met and where the inclusion of those stock options is dilutive. The Company had 212,513, 198,264 and 171,782 unvested restricted shares and PSUs issued as of December 31, 2025, 2024 and 2023, respectively, which have performance, market and/or time-vesting criteria, and as such, any dilution is derived only for the timeframe in which the vesting criteria had been met and where the inclusion of those units is dilutive.

122

Table of Contents Note 18 Income Taxes

Income tax expense attributable to income before taxes was $24.1 million, $26.4 million and $33.6 million for 2025, 2024 and 2023, respectively.

(a) Income taxes

Total income taxes for 2025, 2024 and 2023 were allocated as follows:


	For the years ended December 31,
	2025		2024		2023
Current expense:
U.S. federal	$	6,067	$	19,076	$	30,319
State and local		1,539		3,502		5,750
Total current income tax expense		7,606		22,578		36,069
Deferred expense (benefit):
U.S. federal		14,514		2,993		(1,564)
State and local		1,935		861		(951)
Total deferred income tax expense (benefit)		16,449		3,854		(2,515)
Income tax expense	$	24,055	$	26,432	$	33,554

(b) Tax Rate Reconciliation

The reconciliation between the income tax expenses and the amounts computed by applying the U.S. federal income tax rate to pretax income is as follows:


		For the years ended December 31,
		2025			2024			2023
U.S. federal statutory income tax rate		$	28,062	21.00%	$	30,502	21.00%	$	36,876	21.00%
Domestic federal reconciling items:
Tax credits:
Research credits			(550)	(0.41)%		(1,600)	(1.10)%		(2,400)	(1.37)%
Other			(92)	(0.07)%		(92)	(0.06)%		(92)	(0.05)%
Nontaxable and nondeductible items:
Tax exempt municipal interest income, net			(6,483)	(4.85)%		(4,480)	(3.08)%		(4,437)	(2.53)%
Other, net			400	0.30%		(545)	(0.38)%		(259)	(0.15)%
Other			(26)	(0.02)%		(800)	(0.55)%		75	0.04%
Domestic state and local income taxes, net of federal effect^(1)^			2,744	2.05%		3,447	2.37%		3,791	2.17%
Income tax expense		$	24,055	18.00%	$	26,432	18.20%	$	33,554	19.11%

---	---	---
(1)		State taxes in Colorado and Utah made up the majority (greater than 50 percent) of the tax effect in this category.

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Table of Contents (c) Significant Components of Deferred Taxes

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2025 and 2024 are presented below:


	December 31, 2025		December 31, 2024
Deferred tax assets:
Allowance for credit losses	$	20,761	$	22,471
Net unrealized losses on investment securities		13,748		21,864
Lease liability		7,008		6,884
Accrued compensation		5,642		5,479
Accrued stock-based compensation		2,310		2,276
Net unrealized losses on equity securities		1,845		1,845
Nonaccrual interest income		1,156		1,034
Other accrued expenses		949		123
Net operating loss		570		393
Net deferred loan fees		453		919
Excess tax basis of acquired loans over carrying value		335		401
Other		2,000		2,767
Total deferred tax assets		56,777		66,456
Deferred tax liabilities:
Intangible assets		(15,343)		(13,660)
Capitalized research and development costs		(13,470)		(1,123)
Right of use assets		(6,540)		(6,459)
Premises and equipment		(4,813)		(4,126)
Excess book basis in partnerships		(1,032)		(1,174)
Mortgage servicing rights		(907)		(1,511)
Other		(3,932)		(3,098)
Total deferred tax liabilities		(46,037)		(31,151)
Net deferred tax asset	$	10,740	$	35,305

At December 31, 2025, the Company had federal and state NOLs of $1.1 million and $2.6 million, respectively, which are available to offset future taxable income. The federal NOLs expire in varying amounts through 2034, and the state NOLs expire in varying amounts between 2026 and 2035. While these NOLs are subject to certain restrictions on the amount that can be utilized per year, the Company does not expect any tax attribute carryovers to expire before they are utilized.

As a result of the enactment of the OBBBA, the Company remeasured its deferred tax assets and liabilities during the third quarter of 2025 and recorded a reduction in net deferred tax assets, primarily driven by the reversal of deferred tax assets related to the capitalization of R&D expenditures (Section 174). The accelerated tax deductions under the new law, which permit immediate expensing, reduced the temporary differences that previously created these deferred tax assets.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, if any (including the impact of available carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment. For the years ended December 31, 2025 and 2024, management believes a valuation allowance on the deferred tax asset is not necessary 124

Table of Contents based on the current and future projected earnings of the Company. The Company has no ASC 740-10 unrecognized tax benefits recorded as of December 31, 2025 and 2024 and does not expect the total amount of unrecognized tax benefits to significantly increase within the next 12 months.

The following table presents income taxes paid, net of refunds, for the years ended December 31, 2025, 2024 and 2023:


	For the years ended December 31,
	2025		2024		2023
Federal taxes paid	$	8,733	$	17,900	$	26,781
State and city taxes paid:
Colorado		271		500		2,400
Other		1,544		2,441		3,665
Total state and city taxes paid		1,815		2,941		6,065
Total income taxes paid	$	10,548	$	20,841	$	32,846

The Company and its subsidiary banks are subject to income tax by federal, state and local government taxing authorities. The Company is not currently subject to any open income tax examinations; however, the Company’s tax returns for the years ended December 31, 2022 through 2025 remain subject to examination by U.S. federal income tax authorities. The years open to examination by state and local government authorities vary by jurisdiction.

Note 19 Derivatives

Risk management objective of using derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company has established policies stipulating that neither carrying value nor fair value at risk should exceed established guidelines. The Company has designed strategies to confine these risks within the established limits and identify appropriate trade-offs in the financial structure of its balance sheet. These strategies include the use of derivative financial instruments to help achieve the desired balance sheet repricing structure while meeting the desired objectives of its clients. Currently, the Company employs certain interest rate swaps that are designated as fair value hedges, cash flow hedges and economic hedges. The Company manages a matched book with respect to its derivative instruments in order to minimize its net risk exposure resulting from such transactions.

Fair values of derivative instruments on the balance sheet

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification in the consolidated statements of financial condition as of December 31, 2025 and 2024. Information about the valuation methods used to measure fair value is provided in note 21.


		Asset derivatives fair value					Liability derivatives fair value
	Balance Sheet	December 31,		December 31,		Balance Sheet	December 31,		December 31,
	location	2025		2024		location	2025		2024
Derivatives designated as hedging instruments:
Interest rate products	Other assets	$	21,929	$	31,864	Other liabilities	$	1,866	$	1,296
Total derivatives designated as hedging instruments		$	21,929	$	31,864		$	1,866	$	1,296

Derivatives not designated as hedging instruments:
Interest rate products	Other assets	$	7,221	$	7,773	Other liabilities	$	7,227	$	7,780
Interest rate lock commitments	Other assets		283		282	Other liabilities		1		—
Forward contracts	Other assets		—		104	Other liabilities		87		10
Total derivatives not designated as hedging instruments		$	7,504	$	8,159		$	7,315	$	7,790

125

Table of Contents Cash flow hedges

The Company’s objectives in using interest rate derivatives are to add stability to interest income and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses floors and collars as part of its interest rate risk management strategy. Interest rate floors designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty if interest rates fall below the strike rate on the contract in exchange for an up-front premium. Interest rate collars designated as cash flow hedges involve the payments of variable-rate amounts if interest rates rise above the cap strike rate on the contract and receipt of variable-rate amounts if interest rates fall below the floor strike rate on the contract.

For derivatives that qualify and are designated as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income and subsequently reclassified into interest income in the same periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing hedge components excluded from the assessment of effectiveness are recognized over the life of the hedge on a systematic and rational basis. The earnings recognition of excluded components is included in interest income. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest income as interest payments are received on the Company’s variable-rate assets. As of December 31, 2025, the Company had cash flow hedges with a notional amount of $100.0 million. The Company expects to reclassify $0.5 million from AOCI as a reduction to interest income during the next 12 months.

Fair value hedges

Interest rate swaps designated as fair value hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without the exchange of the underlying notional amount. As of December 31, 2025 and 2024, the Company had interest rate swaps with a notional amount of $365.2 million and $348.5 million, respectively, which were designated as fair value hedges of interest rate risk.

For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in earnings. The Company includes the gain or loss on the hedged items in the same line item as the offsetting loss or gain on the related derivatives. The following table presents the Company’s fixed-rate loans associated with the interest rate swaps and the loss included in loans receivable in the statements of financial condition as of the dates shown:


						Cumulative amount of fair value
						hedging adjustment included in the
		Carrying amount of hedged assets				carrying amount of hedged assets^(1)^
Line item in the consolidated statements of financial		December 31,		December 31,		December 31,		December 31,
condition in which the hedged item is included		2025		2024		2025		2024
Loans receivable		$	457,658	$	456,098	$	(18,812)	$	(28,698)

---	---	---
(1)		Fair value hedge adjustments included basis adjustments on terminated positions to be amortized through the contractual maturity date of each respective hedged item. Excluding those terminated positions, the fair value hedge adjustments consisted of losses totaling $20.7 million and $31.2 million as of December 31, 2025 and December 31, 2024, respectively.

Non-designated hedges

Derivatives not designated as hedges are not speculative and consist of interest rate swaps with commercial banking clients that facilitate their respective risk management strategies. Interest rate swaps are simultaneously hedged by offsetting interest rate swaps that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. As the interest rate swaps associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the client swaps and the offsetting swaps are recognized directly in earnings. As of December 31, 2025 and 2024, the Company had matched interest rate swap transactions with an aggregate notional amount of $777.7 million and $840.9 million, respectively, related to this program. Derivative fee income from non-designated hedges totaled $0.8 million and $2.7 million for the years ended December 31, 2025 and 2024, respectively.

As part of its mortgage banking activities, the Company enters into interest rate lock commitments, which are commitments to originate loans where the interest rate on the loan is determined prior to funding and the clients have locked into that 126

Table of Contents interest rate. The Company then locks in the loan and interest rate with an investor and commits to deliver the loan if settlement occurs (“best efforts”) or commits to deliver the locked loan in a binding (“mandatory”) delivery program with an investor. Fair value changes of certain loans under interest rate lock commitments are hedged with forward sales contracts of MBS. Forward sales contracts of MBS are recorded at fair value with changes in fair value recorded in non-interest income. Interest rate lock commitments and commitments to deliver loans to investors are considered derivatives. The market value of interest rate lock commitments and best efforts contracts are not readily ascertainable with precision because they are not actively traded in stand-alone markets. The Company determines the fair value of interest rate lock commitments and delivery contracts by measuring the fair value of the underlying assets. The fair value of the underlying assets is impacted by current interest rates, remaining origination fees, costs of production to be incurred, and the probability that the interest rate lock commitments will close or will be funded.

Certain additional risks arise from these forward delivery contracts in that the counterparties to the contracts may not be able to meet the terms of the contracts. The Company does not expect any counterparty to any MBS contract to fail to meet its obligation. Additional risks inherent in mandatory delivery programs include the risk that, if the Company fails to deliver the loans subject to interest rate risk lock commitments, it will still be obligated to “pair off” MBS to the counterparty. Should this be required, the Company could incur significant costs in acquiring replacement loans and such costs could have an adverse effect on the consolidated financial statements.

The fair value of the mortgage banking derivative is recorded as a freestanding asset or liability with the change in value being recognized in current earnings during the period of change.

The Company had interest rate lock commitments with a notional value of $16.7 million and forward contracts with a notional value of $34.0 million at December 31, 2025. At December 31, 2024, the Company had interest rate lock commitments with a notional value of $20.0 million and forward contracts with a notional value of $29.2 million.

Effect of derivative instruments on the consolidated statements of operations and accumulated other comprehensive income (loss)

The tables below present the effect of the Company’s derivative financial instruments on the consolidated statements of operations for 2025 and 2024:


	Location of gain (loss)	Amount of (loss) gain recognized in income on derivatives
	recognized in income on	For the years ended December 31,
Derivatives in hedging relationships	derivatives	2025		2024
Fair value hedging relationships - Interest rate products	Interest and fees on loans	$	(4,295)	$	15,576
Cash flow hedging relationships - Interest rate products	Interest and fees on loans		(1,259)		(2,009)
Total		$	(5,554)	$	13,567


	Location of gain (loss)	Amount of gain (loss) recognized in income on derivatives
	recognized in income on	For the years ended December 31,
Hedged items	hedged items	2025		2024
Interest rate products	Interest and fees on loans	$	9,886	$	(6,104)


	Location of gain (loss)	Amount of gain (loss) recognized in income on derivatives
Derivatives not designated	recognized in income on	For the years ended December 31,
as hedging instruments	derivatives	2025		2024
Interest rate products	Other non-interest expense	$	2	$	(115)
Interest rate lock commitments	Mortgage banking income		(9)		(27)
Forward contracts	Mortgage banking income		(181)		204
Total		$	(188)	$	62

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Table of Contents The tables below present the effect of cash flow hedge accounting on AOCI as of the dates presented.


	For the year ended December 31, 2025
	Loss recognized in OCI on derivatives		Loss recognized in OCI included component		Loss recognized in OCI excluded component		Location of loss recognized from AOCI into income	Loss reclassified from AOCI into income		Loss reclassified from AOCI into income included component		Loss reclassified from AOCI into income excluded component
Derivatives in cash flow hedging relationships:
Interest rate products	$	(224)	$	(48)	$	(176)	Interest income	$	(1,259)	$	(787)	$	(472)


	For the year ended December 31, 2024
	Loss recognized in OCI on derivatives		Loss recognized in OCI included component		Loss recognized in OCI excluded component		Location of loss recognized from AOCI into income	Loss reclassified from AOCI into income		Loss reclassified from AOCI into income included component		Loss reclassified from AOCI into income excluded component
Derivatives in cash flow hedging relationships:
Interest rate products	$	(1,639)	$	(906)	$	(733)	Interest income	$	(2,009)	$	(1,535)	$	(474)

Credit-risk-related contingent features

The Company has agreements with its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness for reasons other than an error or omission of an administrative or operational nature, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations.

The Company also has agreements with certain of its derivative counterparties that contain a provision where, if the Company fails to maintain its status as a well/adequately capitalized institution, the counterparty has the right to terminate the derivative positions, and the Company would be required to settle its obligations under the agreements.

As of December 31, 2025, the termination value of derivatives in a net liability position related to these agreements was zero. The Company has minimum collateral posting thresholds with certain of its derivative counterparties and, as of December 31, 2025, the Company had met these thresholds. If the Company had breached any of these provisions at December 31, 2025, it could have been required to settle its obligations under the agreements at the termination value.

Note 20 Commitments and Contingencies

Commitments

In the normal course of business, the Company enters into various off-balance sheet commitments to help meet the financing needs of clients. These financial instruments include commitments to extend credit, commercial and consumer lines of credit and standby letters of credit. The same credit policies are applied to these commitments as the loans in the consolidated statements of financial condition; however, these commitments involve varying degrees of credit risk in excess of the amount recognized in the consolidated statements of financial condition. The total amounts of unused commitments do not necessarily represent future credit exposure or cash requirements, as commitments often expire without being drawn upon. However, the contractual amount of these commitments, offset by any additional collateral pledged, represents the Company’s potential credit loss exposure.

Total unfunded commitments at December 31, 2025 and 2024 were as follows:


	December 31, 2025		December 31, 2024
Commitments to fund loans	$	499,960	$	663,859
Unfunded commitments under lines of credit		640,181		752,861
Commercial and standby letters of credit		7,987		10,760
Total unfunded commitments	$	1,148,128	$	1,427,480

128

Table of Contents Commitments to fund loans—Commitments to fund loans are legally binding agreements to lend to clients in accordance with predetermined contractual provisions provided there have been no violations of any conditions specified in the contract. These commitments are generally at variable interest rates and are for specific periods or contain termination clauses and may require the payment of a fee. The total amounts of unused commitments are not necessarily representative of future credit exposure or cash requirements, as commitments often expire without being drawn upon.

Unfunded commitments under lines of credit—In the ordinary course of business, the Company extends revolving credit to its clients. These arrangements may require the payment of a fee.

Commercial and standby letters of credit—The Company routinely issues commercial and standby letters of credit, which may be financial standby letters of credit or performance standby letters of credit. These are various forms of “back-up” commitments to guarantee the performance of a client to a third party. While these arrangements represent a potential cash outlay for the Company, the majority of these letters of credit will expire without being drawn upon. Letters of credit are subject to the same underwriting and credit approval process as traditional loans, and as such, many of them have various forms of collateral securing the commitment, which may include real estate, personal property, receivables or marketable securities.

Contingencies

Mortgage loans sold to investors may be subject to repurchase or indemnification in the event of specific default by the borrower or subsequent discovery that underwriting standards were not met. The Company established a reserve liability for expected losses related to these representations and warranties based upon management’s evaluation of actual and historical loss history, delinquency trends or other documentation or deficiency findings in the portfolio and economic conditions. Charges against the reserve during the years ended December 31, 2025 and 2024 totaling $0.2 million and $0.1 million, respectively, were primarily driven by early payoffs and repurchases. The Company recorded a repurchase reserve of $0.6 million and $1.0 million at December 31, 2025 and 2024, respectively, which is included in other liabilities in the consolidated statements of financial condition.

The following table summarizes mortgage repurchase reserve activity for the periods presented:


	For the years ended December 31,
	2025		2024
Beginning balance	$	1,000	$	1,198
Provision released from operating expense, net		(270)		(122)
Charge-offs		(173)		(76)
Ending balance	$	557	$	1,000

In the ordinary course of business, the Company may be subject to litigation. Based upon the available information and advice from the Company’s legal counsel, management does not believe that any potential, threatened or pending litigation to which it is, or would reasonably become, a party will have a material adverse effect on the Company’s liquidity, financial condition or results of operations.

Note 21 Fair Value Measurements

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to disclose the fair value of its financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. For disclosure purposes, the Company groups its financial and non-financial assets and liabilities into three different levels based on the nature of the instrument and the availability and reliability of the information that is used to determine fair value. The three levels are defined as follows:

●	Level 1—Includes assets or liabilities in which the valuation methodologies are based on unadjusted quoted prices in active markets for identical assets or liabilities.

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Table of Contents

●

Level 2—Includes assets or liabilities in which the inputs to the valuation methodologies are based on similar assets or liabilities in inactive markets, quoted prices for identical or similar assets or liabilities in inactive markets, and inputs other than quoted prices that are observable, such as interest rates, yield curves, volatilities, prepayment speeds, and other inputs obtained from observable market input.

●	Level 3—Includes assets or liabilities in which the inputs to the valuation methodology are based on at least one significant assumption that is not observable in the marketplace. These valuations may rely on management’s judgment and may include internally-developed model-based valuation techniques.

Level 1 inputs are considered to be the most transparent and reliable and level 3 inputs are considered to be the least transparent and reliable. The Company assumes the use of the principal market to conduct a transaction of each particular asset or liability being measured and then considers the assumptions that market participants would use when pricing the asset or liability. Whenever possible, the Company first looks for quoted prices for identical assets or liabilities in active markets (level 1 inputs) to value each asset or liability. However, when inputs from identical assets or liabilities on active markets are not available, the Company utilizes market observable data for similar assets and liabilities. The Company maximizes the use of observable inputs and limits the use of unobservable inputs to occasions when observable inputs are not available. The need to use unobservable inputs generally results from the lack of market liquidity of the actual financial instrument or of the underlying collateral. While third-party price indications may be available in those cases, limited trading activity can challenge the observability of those inputs.

Changes in the valuation inputs used for measuring the fair value of financial instruments may occur due to changes in current market conditions or other factors. Such changes may necessitate a transfer of the financial instruments to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfer occurs. During 2025 and 2024, there were no transfers of financial instruments between the hierarchy levels.

The following is a description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of each instrument under the valuation hierarchy:

Fair Value of Financial Instruments Measured on a Recurring Basis

Investment securities available-for-sale—Investment securities available-for-sale are carried at fair value on a recurring basis. To the extent possible, observable quoted prices in an active market are used to determine fair value and, as such, these securities are classified as level 1. When quoted market prices in active markets for identical assets or liabilities are not available, quoted prices of securities with similar characteristics, discounted cash flows or other pricing characteristics are used to estimate fair values and the securities are then classified as level 2.

Equity securities with readily determinable fair values—Equity securities with readily determinable fair values are generally traded on an exchange and market prices are readily available. These securities are carried at fair value on a recurring basis based on quoted market prices and are classified as level 1.

Loans held for sale—The Company has elected to record loans originated and intended for sale in the secondary market at estimated fair value. The portfolio consists primarily of fixed rate residential mortgage loans that are sold within 45 days. The Company estimates fair value based on quoted market prices for similar loans in the secondary market and are classified as level 2.

Interest rate swap derivatives—The Company’s derivative instruments are limited to interest rate swaps that may be accounted for as fair value hedges or non-designated hedges. The fair values of the swaps incorporate credit valuation adjustments in order to appropriately reflect nonperformance risk in the fair value measurements. The credit valuation adjustment is the dollar amount of the fair value adjustment related to credit risk and utilizes a probability weighted calculation to quantify the potential loss over the life of the trade. The credit valuation adjustments are calculated by determining the total expected exposure of the derivatives (which incorporates both the current and potential future exposure) and then applying the respective counterparties’ credit spreads to the exposure offset by marketable collateral posted, if any. Certain derivative transactions are executed with counterparties who are large financial institutions, or dealers. ISDA Master 130

Table of Contents Agreements are employed for all contracts with dealers. These contracts contain bilateral collateral arrangements. The fair value inputs of these financial instruments are determined using discounted cash flow analysis through the use of third-party models whose significant inputs are readily observable market parameters, primarily yield curves, with appropriate adjustments for liquidity and credit risk, and are classified as level 2.

Mortgage banking derivatives—The Company relies on a third-party pricing service to value its mortgage banking derivative financial assets and liabilities, which the Company classifies as a level 3 valuation. The external valuation model to estimate the fair value of its interest rate lock commitments to originate residential mortgage loans held for sale includes grouping the interest rate lock commitments by interest rate and terms, applying an average 86.0% estimated pull-through rate based on historical experience, and then multiplying by quoted investor prices determined to be reasonably applicable to the loan commitment groups based on interest rate, terms, and rate lock expiration dates of the loan commitment groups. The Company also relies on an external valuation model to estimate the fair value of its forward commitments to sell residential mortgage loans (i.e., an estimate of what the Company would receive or pay to terminate the forward delivery contract based on market prices for similar financial instruments), which includes matching specific terms and maturities of the forward commitments against applicable investor pricing.

The tables below present the financial instruments measured at fair value on a recurring basis as of December 31, 2025 and 2024, in the consolidated statements of financial condition utilizing the hierarchy structure described above:


	December 31, 2025
	Level 1		Level 2		Level 3		Total
Assets:
Investment securities available-for-sale
U.S. Treasuries	$	74,226	$	—	$	—	$	74,226
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		—		157,665		—		157,665
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		—		296,026		—		296,026
Equity securities with readily determinable fair values		5,059		—		—		5,059
Loans held for sale		—		25,695		—		25,695
Interest rate swap derivatives		—		29,150		—		29,150
Mortgage banking derivatives		—		—		283		283
Total assets at fair value	$	79,285	$	508,536	$	283	$	588,104
Liabilities:
Interest rate swap derivatives	$	—	$	9,093	$	—	$	9,093
Mortgage banking derivatives		—		—		88		88
Total liabilities at fair value	$	—	$	9,093	$	88	$	9,181

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	December 31, 2024
	Level 1		Level 2		Level 3		Total
Assets:
Investment securities available-for-sale
U.S. Treasuries	$	24,874	$	—	$	—	$	24,874
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		—		135,045		—		135,045
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		—		364,938		—		364,938
Corporate debt		—		1,962		—		1,962
Loans held for sale		—		24,495		—		24,495
Interest rate swap derivatives		—		39,637		—		39,637
Mortgage banking derivatives		—		—		386		386
Total assets at fair value	$	24,874	$	566,077	$	386	$	591,337
Liabilities:
Interest rate swap derivatives	$	—	$	9,076	$	—	$	9,076
Mortgage banking derivatives		—		—		10		10
Total liabilities at fair value	$	—	$	9,076	$	10	$	9,086

The table below details the changes in level 3 financial instruments during 2025:


	Mortgage banking
	derivatives, net
Balance at December 31, 2024	$	376
Loss included in earnings, net		(190)
Fees and (costs) included in earnings, net		9
Balance at December 31, 2025	$	195

Fair Value of Financial Instruments Measured on a Non-recurring Basis

Certain assets may be recorded at fair value on a non-recurring basis as conditions warrant. These non-recurring fair value measurements typically result from the application of lower of cost or fair value accounting or a write-down occurring during the period.

Individually evaluated loans—The Company records individually evaluated loans based on the fair value of the collateral when it is probable that the Company will be unable to collect all contractual amounts due in accordance with the terms of the loan agreement. The Company relies on third-party appraisals and internal assessments, utilizing a discount rate in the range of 3% - 32%, with a weighted average discount rate of 7.8%, in determining the estimated fair values of these loans. The inputs used to determine the fair values of loans are considered level 3 inputs in the fair value hierarchy. At December 31, 2025, the Company recorded a specific reserve of $8.1 million related to 15 loans with a carrying balance of $20.1 million. At December 31, 2024, the Company recorded a specific reserve of $6.4 million related to 13 loans with a carrying balance of $27.0 million.

Mortgage servicing rights—MSRs represent the value associated with servicing residential real estate loans that have been sold to outside investors with servicing retained. The fair value for servicing assets is determined through discounted cash flow analysis and utilizes a discount rate ranging from 9.5% to 10.0% with a weighted average rate of 9.5% at December 31, 2025 and prepayment speed assumption ranges of 6.5% to 11.5% with a weighted average rate of 6.8% at December 31, 2025. The weighted average MSRs are subject to impairment testing. The carrying values of these MSRs are reviewed quarterly for impairment based upon the calculation of fair value. For purposes of measuring impairment, the MSRs are stratified into certain risk characteristics including note type and note term. If the valuation model reflects a value less than the carrying value, MSRs are adjusted to fair value through a valuation allowance, and the adjustment is included in mortgage banking income in the consolidated statements of operations. There was no impairment of MSRs during the years ended December 31, 2025 and 2024. The inputs used to determine the fair values of MSRs are considered level 3 inputs in the fair value hierarchy. 132

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SBA servicing asset—The SBA servicing asset represents the value associated with servicing small business real estate loans that have been sold to outside investors with servicing retained. The fair value for the SBA servicing asset is determined through a discounted cash flow analysis and utilizes a weighted average discount rate of 10.5% and a weighted average lifetime constant prepayment rate of 15.9% for the year ended December 31, 2025. At December 31, 2024, the weighted average discount rate was 10.4%, and the weighted average lifetime constant prepayment rate was 15.7%. The SBA servicing asset is amortized over the period of the estimated future net servicing life of the underlying assets, and it is evaluated quarterly for impairment based upon the fair value of the rights as compared to their amortized cost. Impairment is recognized in the consolidated statements of operations to the extent the fair value is less than the capitalized amount of the SBA servicing asset. The Company recorded zero impairment for the years ended December 31, 2025 and 2024.

Premises and equipment—Premises and equipment held-for-sale are written down to estimated fair value less costs to sell in the period in which the held-for-sale criteria are met. Fair value is estimated in a process which considers current local commercial real estate market conditions and the judgment of the sales agent and often involves obtaining third-party appraisals from certified real estate appraisers. These fair value measurements are classified as Level 3. Unobservable inputs to these measurements, which include estimates and judgments often used in conjunction with appraisals, are not readily quantifiable. There was no impairment of premises and equipment during the year ended December 31, 2025. During the year ended December 31, 2024, the Company recognized $1.0 million of impairment included in other non-interest expense in its consolidated statements of operations related to the consolidation of three banking centers.

The Company may be required to record fair value adjustments on other available-for-sale and municipal securities valued at par on a non-recurring basis.

The tables below provide information regarding losses from the assets recorded at fair value on a non-recurring basis at December 31, 2025 and 2024.


	December 31, 2025
	Total		Losses from fair value changes
Individually evaluated loans	$	70,459	$	27,238


	December 31, 2024
	Total		Losses from fair value changes
Individually evaluated loans	$	64,797	$	9,439
Premises and equipment		1,795		958
Total	$	66,592	$	10,397

The Company did not record any liabilities measured at fair value on a non-recurring basis during 2025 and 2024.

Note 22 Fair Value of Financial Instruments

The fair value of a financial instrument is the amount that would be exchanged between willing parties, other than in a forced liquidation. Fair value is determined based upon quoted market prices to the extent possible; however, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques that may be significantly impacted by the assumptions used, including the discount rate and estimates of future cash flows. Changes in any of these assumptions could significantly affect the fair value estimates. The fair value of the financial instruments listed below does not reflect a premium or discount that could result from offering all of the Company’s holdings of financial instruments at one time, nor does it reflect the underlying value of the Company, as ASC Topic 825 excludes certain financial instruments and all non-financial instruments from its disclosure requirements. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies and are based on the exit price concept within ASC Topic 825 and applied to this disclosure on a prospective basis. Considerable judgment is required to interpret market data in order to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize in a current market exchange.

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Table of Contents The fair value of financial instruments at December 31, 2025 and 2024 are set forth below:


	Level in fair value	December 31, 2025				December 31, 2024
	measurement	Carrying		Estimated		Carrying		Estimated
	hierarchy	amount		fair value		amount		fair value
ASSETS
Cash and cash equivalents	Level 1	$	417,058	$	417,058	$	127,848	$	127,848
U.S. Treasury securities - AFS	Level 1		74,226		74,226		24,874		24,874
U.S. Treasury securities - HTM	Level 1		24,900		24,851		49,639		49,159
Mortgage-backed securities—residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises available-for-sale	Level 2		157,665		157,665		135,045		135,045
Mortgage-backed securities—other residential mortgage-backed securities issued or guaranteed by U.S. government agencies or sponsored enterprises available-for-sale	Level 2		296,026		296,026		364,938		364,938
Corporate debt available-for-sale	Level 2		—		—		1,962		1,962
Other available-for-sale securities	Level 3		722		722		728		728
Mortgage-backed securities—residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises held-to-maturity	Level 2		236,535		213,974		271,105		234,286
Mortgage-backed securities—other residential mortgage-backed securities issued or guaranteed by U.S. government agencies or sponsored enterprises held-to-maturity	Level 2		390,297		358,624		212,364		167,941
Equity securities with readily determinable fair values	Level 1		5,059		5,059		—		—
FHLB and FRB stock	Level 2		24,641		24,641		27,984		27,984
Loans receivable	Level 3		7,433,356		7,274,904		7,751,143		7,535,875
Loans held for sale	Level 2		25,695		25,695		24,495		24,495
Accrued interest receivable	Level 2		41,951		41,951		43,469		43,469
Interest rate swap derivatives	Level 2		29,150		29,150		39,637		39,637
Mortgage banking derivatives	Level 3		283		283		386		386
LIABILITIES
Deposit transaction accounts	Level 2		7,142,863		7,142,863		7,217,857		7,217,857
Time deposits	Level 2		1,149,771		1,157,231		1,020,036		1,021,763
Securities sold under agreements to repurchase	Level 2		17,350		17,350		18,895		18,895
Long-term debt	Level 2		54,719		53,165		55,000		49,168
Federal Home Loan Bank advances	Level 2		—		—		50,000		50,000
Accrued interest payable	Level 2		18,017		18,017		15,146		15,146
Interest rate swap derivatives	Level 2		9,093		9,093		9,076		9,076
Mortgage banking derivatives	Level 3		88		88		10		10

Note 23 Business Segment

The Company has aligned its operations into one reportable segment. The Company’s primary operations are conducted through its wholly owned banking subsidiaries, which offer a full range of traditional banking products and financial services, including mortgage banking services and trust and wealth management services. At December 31, 2025, the Company had made eight community bank acquisitions, all of which operate utilizing a centralized core technology platform and operating policies, and therefore are all consolidated under one reportable segment. The Company provides community banking services or products and conducts its business operations within the United States. The identification of the business segment was determined based on the nature of services provided and management’s evaluation of the consolidated financial information. The accounting policies of the segment are the same as those described in Note 2 summary of significant accounting policies.

The Company has identified the CODM as the Chairman and Chief Executive Officer. The CODM analyzes key metrics including consolidated net income and its major components to strategize and allocate resources. Revenue and expenses 134

Table of Contents reviewed by the CODM are consistent with the consolidated statement of operations, and the measure of segment assets reviewed by the CODM is consistent with total consolidated assets on the balance sheet. As part of this analysis, the CODM receives financial information on a consolidated basis, including actual and budgeted information, credit quality metrics, net income, earnings per share, loan originations, deposit growth, total non-interest income and non-interest expense. Executive compensation is generally based upon analysis of the consolidated target performance metrics.

Note 24 Parent Company Only Financial Statements

Parent company only financial information for National Bank Holdings Corporation is summarized as follows:

Condensed Statements of Financial Condition


	December 31, 2025		December 31, 2024
ASSETS
Cash and cash equivalents	$	125,464	$	105,278
Other securities		37,368		29,830
Investment in subsidiaries		1,261,349		1,203,495
Other assets		30,708		31,007
Total assets	$	1,454,889	$	1,369,610
LIABILITIES AND STOCKHOLDERS’ EQUITY
Long-term debt, net	$	54,540	$	54,511
Other liabilities		15,235		10,024
Total liabilities		69,775		64,535
Shareholders’ equity		1,385,114		1,305,075
Total liabilities and shareholders’ equity	$	1,454,889	$	1,369,610

Condensed Statements of Operations


	For the years ended December 31,
	2025		2024		2023
Income
Equity in undistributed earnings of subsidiaries	$	32,851	$	55,848	$	92,990
Distributions from subsidiaries		85,000		75,000		62,000
Gain (loss) from other securities		4,309		(3,088)		(4,431)
Total income	$	122,160	$	127,760	$	150,559
Expenses
Interest expense	$	2,073	$	2,073	$	2,073
Salaries and benefits		7,324		8,126		7,318
Other expenses		5,762		3,021		3,382
Total expenses		15,159		13,220		12,773
Income before income taxes		107,001		114,540		137,786
Income tax benefit		(2,573)		(4,275)		(4,262)
Net income	$	109,574	$	118,815	$	142,048

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Table of Contents Condensed Statements of Cash Flows


	For the years ended December 31,
	2025		2024		2023
Cash flows from operating activities:
Net income	$	109,574	$	118,815	$	142,048
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in undistributed earnings of subsidiaries		(32,851)		(55,848)		(92,990)
Stock-based compensation expense		7,254		8,048		7,222
Amortization		310		311		310
Other		1,491		(2,599)		15,833
Net cash provided by operating activities		85,778		68,727		72,423
Cash flows from investing activities:
Investment in subsidiary		—		(2,000)		—
(Purchases) sales of other securities, net		(2,658)		103		(1,773)
Net cash used in investing activities		(2,658)		(1,897)		(1,773)
Cash flows from financing activities:
Issuance of stock under purchase and equity compensation plans		(1,738)		(1,515)		(1,534)
Proceeds from exercise of stock options		28		3,555		617
Payment of dividends		(46,055)		(42,945)		(39,644)
Repurchase of shares		(15,169)		—		—
Net cash used in financing activities		(62,934)		(40,905)		(40,561)
Net increase in cash, cash equivalents and restricted cash		20,186		25,925		30,089
Cash, cash equivalents and restricted cash at beginning of the year		105,278		79,353		49,264
Cash, cash equivalents and restricted cash at end of the year	$	125,464	$	105,278	$	79,353

Note 25 Subsequent Events

Vista Acquisition

On January 7, 2026, the Company completed its acquisition of Vista Bancshares, Inc., the bank holding company of Texas-based Vista Bank. Pursuant to the agreement executed in September 2025, the Company paid cash consideration and issued shares of the Company’s common stock in exchange for all of the outstanding common stock of Vista Bancshares, Inc. The transaction was valued at approximately $377.7 million in the aggregate, including $89.0 million in cash and 7.3 million shares of the Company’s common stock, based on the closing price of $39.51 on January 6, 2026. The acquisition added 12 banking centers to the Company’s footprint, including 11 within the Dallas/Ft. Worth, Austin and Lubbock regions of Texas and one banking center in Palm Beach, Florida. With the completion of the acquisition, NBHC has approximately $12.4 billion in pro forma assets and $10.5 billion in pro forma deposits, before final purchase accounting adjustments.

Acquisition-related costs totaling $7.2 million for the year ended December 31, 2025 are reflected in the Company’s consolidated statements of operations.

The Company determined that this acquisition constitutes a business combination as defined in ASC Topic 805, Business Combinations. Accordingly, as of the date of the acquisition, the Company is recording the assets acquired and liabilities assumed at fair value. The Company determined fair values in accordance with the guidance provided in ASC Topic 820, Fair Value Measurements and Disclosures. Fair value is established by discounting the expected future cash flows with a market discount rate for like maturities and risk instruments. The estimation of expected future cash flows, market conditions and other future events and actual results could differ materially. The determination of the fair values of fixed assets, loans, OREO and core deposit intangible involves a high degree of judgment and complexity. Due to the timing of the acquisition, the Company has performed limited valuation procedures, and the valuation of all assets acquired and liabilities assumed is not yet complete.

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Table of Contents Stock Repurchase Program

On January 27, 2026, the Company’s Board of Directors authorized a new stock repurchase program under which the Company may repurchase up to $100.0 million of the Company’s stock from time to time in the open market or in privately negotiated transactions in accordance with applicable regulations of the SEC. The timing and amount of any share repurchases will be determined by the Company’s management based on market conditions and other factors. The new program replaces in its entirety the stock repurchase program that was authorized by the Board of Directors and announced on May 9, 2023. No time limit has been set for completion of the new program.

Subordinated Notes

On February 11, 2026, the Company announced the closing of a public offering of $150.0 million aggregate principal amount of 5.875% fixed-to-floating rate subordinated notes due in 2036. Interest on the notes will accrue at a rate equal to (i) 5.875% per annum for the initial five-year fixed rate period payable semi-annually in arrears, and (ii) a floating rate per annum equal to a benchmark rate, which is expected to be Three-Month Term SOFR, plus a spread of 241 basis points for the five-year variable rate period, payable quarterly in arrears. The Company may, at its option, redeem the notes in whole or in part beginning with the interest payment date of February 15, 2031 and on any interest payment date thereafter. The subordinated notes are structured to qualify as Tier 2 Capital for regulatory purposes under current guidelines established by the Federal Reserve.

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Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES.

There were no changes in or disagreements with accountants on accounting and financial disclosures.

Item 9A. CONTROLS AND PROCEDURES .

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Exchange Act, as of December 31, 2025. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2025.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our management, with the participation of our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation*,* our management concluded that our internal control over financial reporting was effective as of December 31, 2025. KPMG LLP, the independent registered public accounting firm that audited our consolidated financial statements included in this Annual Report on Form 10-K, has issued a report on our internal control over financial reporting as of December 31, 2025, which report is included in this Part II, Item 9A-Controls and Procedures below.

Changes in Internal Control Over Financial Reporting

There were no changes made during the most recently completed fiscal year in the Company’s internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Table of Contents Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

National Bank Holdings Corporation:

Opinion on Internal Control Over Financial Reporting

We have audited National Bank Holdings Corporation and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial condition of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 24, 2026 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Kansas City, Missouri

February 24, 2026

139

Table of Contents Item 9B. OTHER INFORMATIO N.

(a)	Form 8-K Disclosure

Item 5.02 Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 24, 2026, the Compensation Committee of the Board of Directors of NBHC approved the payment of merger-related bonuses to certain executive officers in recognition of their key roles in closing the Vista transaction, their continued leadership during a period of strategic transition following the acquisition of Vista and to promote retention. Each of the following named executive officers will receive the cash bonus listed next to their name on or around April 3, 2026, subject to continued employment through that date:

●	G. Timothy Laney, Chief Executive Officer and Chairman of the Board, will receive a cash bonus of $400,000.
●	Aldis Birkans, President, will receive a cash bonus of $125,000.
---	---
●	Nicole L. Van Denabeele, EVP, Chief Financial Officer, will receive a cash bonus of $75,000.
---	---
●	Richard U. Newfield, Jr., EVP, Chief Risk Management Officer, will receive a cash bonus of $50,000.
---	---
●	Angela N. Petrucci, EVP, Chief Administrative Officer, General Counsel & Secretary, will receive a cash bonus of $75,000.
---	---

(b)	Trading Arrangements

During the three months ended December 31, 2025, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE .

The information required by this Item relating to executive officers is included in Part I of this Annual Report on Form 10-K under the caption “Information about our Executive Officers.”

The information required by this Item is incorporated herein by reference to information to be included under the Proposal 1 – Election of Directors, Governance, Insider Trading Restrictions and Anti-Hedging and Anti-Pledging, and Section 16(a) Beneficial Ownership Reporting Compliance sections of our Proxy Statement for our 2026 Annual Meeting of Shareholders to be filed with the SEC within 120 days of our fiscal year-end.

The Company has adopted a Code of Business Conduct and Ethics and Supplemental Code of Ethics for CEO and Senior Financial Officers, which apply to the CEO, Chief Financial Officer and Principal Accounting Officer, and are available at www.nationalbankholdings.com. If we make any amendments to, and waivers of, these codes of conduct, we will disclose the nature of the amendment or waiver on our website. We may also elect to disclose the amendment or waiver in a current report on Form 8-K filed with the SEC.

Item 11. EXECUTIVE COMPENSATION .

The information required by this Item is incorporated herein by reference to information to be included under the Director Compensation and Executive Compensation (excluding the information under the heading “Pay Versus Performance 140

Table of Contents Disclosure”) and Governance sections of our Proxy Statement for our 2026 Annual Meeting of Shareholders to be filed with the SEC within 120 days of our fiscal year-end.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS.

The Information required by this Item is incorporated herein by reference to information to be included under Stock Ownership of Certain Beneficial Owners and Management in our Proxy Statement for our 2026 Annual Meeting of Shareholders to be filed with the SEC within 120 days of our fiscal year-end.

Securities Authorized for Issuance under Equity Compensation Plans ****

Under the Omnibus Plan, the Compensation Committee of the Board of Directors has the authority to grant, from time to time, awards of options, stock appreciation rights, restricted stock, restricted stock units, performance units, other stock-based awards, or any combination thereof to eligible persons. As of December 31, 2025, the aggregate number of Company common stock available for issuance under the 2023 Plan was 878,446 shares.

The ASPP allows employees to purchase shares of common stock up to a limit of $25,000 per calendar year or 2,000 shares per offering period. The price an employee pays for shares is 90% of the fair market value of Company common stock on the last day of the offering period. As of December 31, 2025, the aggregate number of Company common stock available for issuance under the ASPP was 196,759 shares.

See note 16 to the consolidated financial statements for further detail related to these equity compensation plans.

The following table sets forth information about our equity plans as of December 31, 2025:


Plan Category		Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans
Equity plans approved by security holders^(1)^		541,472	$	32.92	1,075,205
Equity plans not approved by security holders		—		—	—
Total		541,472	$	32.92	1,075,205

---	---	---
(1)		Includes the Omnibus Plan and the ASPP.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

The Information required by this Item is incorporated herein by reference to information to be included under the Certain Relationships and Related Person Transactions and Governance sections in our Proxy Statement (Schedule 14A) for our 2026 Annual Meeting of Shareholders to be filed with the SEC within 120 days of our fiscal year-end.

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES .

The Information required by this Item is incorporated herein by reference to information to be included under the Proposal 2 – Ratification of Independent Registered Public Accounting Firm section in our Proxy Statement (Schedule 14A) for our 2026 Annual Meeting of Shareholders to be filed with the SEC within 120 days of our fiscal year-end.

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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES .

(a)	The following documents are filed as a part of this report:

(1) Financial Statements:


	Page
Consolidated Statements of Financial Condition	82
Consolidated Statements of Operations	83
Consolidated Statements of Comprehensive Income	84
Consolidated Statements of Changes in Shareholders’ Equity	85
Consolidated Statements of Cash Flows	86
Notes to Consolidated Financial Statements	87

(2) Financial Statement Schedules:

All schedules are omitted as such information is inapplicable or is included in the financial statements.

(b)	The exhibits filed as part of this report and exhibits incorporated herein by reference to other documents are listed below:



Exhibit No		Description

2.1		Agreement and Plan of Merger, dated as of September 15, 2025, by and among Vista Bancshares, Inc., National Bank Holdings Corporation and Bryan Wick, solely in his capacity as Shareholders’ Representative (incorporated herein by reference to Exhibit 2.1 to our Form 8-K dated September 12, 2025 and filed on 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 By-Laws (incorporated herein by reference to Exhibit 3.2 to our Quarterly Report on 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		Description of Capital Stock (incorporated herein by reference to Exhibit 4.2 to our Form 10-K, filed on February 26, 2020)

4.3		Form of 3.00% Fixed-to-Floating Rate Subordinated Note due 2031 (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated and filed on November 5, 2021)

4.4		Form of 5.875% Subordinated Note due 2036 (incorporated herein by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K dated and filed on February 11, 2026)

4.5		Indenture, dated February 11, 2026, by and between National Bank Holdings Corporation and U.S. Bank Trust Company, National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated and filed on February 11, 2026)

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4.6		First Supplemental Indenture, dated February 11, 2026, between National Bank Holdings Corporation and U.S. Bank Trust Company, National Association, as Trustee (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated and filed on February 11, 2026)

10.1		Form of Indemnification Agreement by and between National Bank Holdings Corporation (formerly known as NBH Holdings Corp.) and each of its directors and executive officers (incorporated herein by reference to Exhibit 10.6 to our Form S-1 Registration Statement (Registration Statement No. 333-177971), filed on September 10, 2012)^Ù^

10.2		Employment Agreement, dated May 22, 2010, by and between G. Timothy Laney and National Bank Holdings Corporation (formerly known as NBH Holdings Corp.) (incorporated herein by reference to Exhibit 10.1 to our Form S-1 Registration Statement (Registration Statement No. 333-177971), filed on September 10, 2012)^Ù^

10.3		First Amendment to Employment Agreement, dated November 17, 2015, by and between G. Timothy Laney and National Bank Holdings Corporation (incorporated herein by reference to Exhibit 10.2 to our Form 8-K, filed on November 20, 2015)^Ù^

10.4		Amended and Restated Employment Agreement, dated November 17, 2015, by and between Richard U. Newfield, Jr. and National Bank Holdings Corporation (incorporated herein by reference to Exhibit 10.4 to our Form 8-K, filed on November 20, 2015)^Ù^

10.5		Employment Agreement, dated May 2, 2018, by and between Aldis Birkans and National Bank Holdings Corporation (incorporated herein by reference to Exhibit 10.2 to our Form 8-K, filed on May 2, 2018)^Ù^

10.6		Employment Agreement, dated May 5, 2020, by and between National Bank Holdings Corporation and Angela N. Petrucci (incorporated herein by reference to Exhibit 10.2 to our Form 10-Q, filed on August 5, 2020)^Ù^

10.7		Employment Agreement, dated January 22, 2025, by and between Daniel Sznewajs and National Bank Holdings Corporation (incorporated herein by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q, filed on April 30, 2025)^Ù^

10.8		Employment Agreement, dated September 10, 2024, by and between Nicole Van Denabeele and National Bank Holdings Corporation (incorporated herein by reference to Exhibit 10.1 to our Form 8-K, filed on September 10, 2024)^Ù^

10.9		Employment Agreement, dated September 15, 2025, by and between John D. Steinmetz and National Bank Holdings Corporation (filed herewith)^Ù^

10.10		National Bank Holdings Corporation Employee Stock Purchase Plan (incorporated herein by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A, filed on March 30, 2015)^Ù^

10.11		National Bank Holdings Corporation 2014 Omnibus Incentive Plan (incorporated herein by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A, filed on March 31, 2014)^Ù^

10.12		Form of National Bank Holdings Corporation 2014 Omnibus Incentive Plan Nonqualified Stock Option Agreement (For Management) (incorporated herein by reference to Exhibit 10.15 to our Form 10-K, filed on March 1, 2019)^Ù^

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10.13		Form of National Bank Holdings Corporation 2014 Omnibus Incentive Plan Performance Stock Unit Award Agreement (ROTA) (For Management) (incorporated herein by reference to Exhibit 10.4 to our Form 10-Q, filed on August 5, 2020)^Ù^

10.14		Subordinated Note Purchase Agreement, dated November 5, 2021, by and among National Bank Holding Corporation and the Purchaser named therein (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated and filed on November 5, 2021)

10.15		Subordinated Note Purchase Agreement, dated June, 2 2021, by and among Bancshares of Jackson Hole Incorporated and the Purchaser named therein (filed herewith)

10.16		Subordinated Note Purchase Agreement, dated June, 2 2021, by and among Bancshares of Jackson Hole Incorporated and the Purchaser named therein (filed herewith)

10.17		Subordinated Note Purchase Agreement, dated June, 2 2021, by and among Bancshares of Jackson Hole Incorporated and the Purchaser named therein (filed herewith)

10.18		Form of Voting and Lock-up Agreement, dated as of September 15, 2025, among National Bank Holdings Corporation and each of the holders of common stock of Vista Bancshares, Inc. listed on the signature pages therein * (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated September 12, 2025 and filed on September 18, 2025)https://www.sec.gov/Archives/edgar/data/1475841/000147584121000055/nbhc-20211105ex10189a702.htm

10.19		Form of Aircraft Time-Sharing Agreement (incorporated herein by reference to Exhibit 10.3 to our Form 10-Q, filed on August 2, 2022)^Ù^

10.20		2UniFi LLC, 2023 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to our Form 8-K, filed on December 12, 2023)^Ù^

10.21		Form of 2UniFi, LLC Class B Unit Award Agreement (incorporated herein by reference to Exhibit 10.2 to our Form 8-K, filed on December 12, 2023)^Ù^

10.22		National Bank Holdings Corporation 2023 Omnibus Incentive Plan (incorporated herein by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A, filed on April 3, 2023)^Ù^https://www.sec.gov/Archives/edgar/data/1475841/000147584123000059/nbhc-20231211xex10d2.htm

10.23		Form of National Bank Holdings Corporation 2023 Omnibus Incentive Plan Restricted Stock Award Agreement (For Non-Employee Directors) (incorporated herein by reference to Exhibit 10.28 to our Annual Report on Form 10-K, filed on February 25, 2025)^Ù^

10.24		Form of National Bank Holdings Corporation 2023 Omnibus Incentive Plan Restricted Stock Award Agreement 10/2025 (For Management) (filed herewith)^Ù^

10.25		Form of National Bank Holdings Corporation 2023 Omnibus Incentive Plan Performance Stock Unit Award Agreement 10/2025 (For Management) (filed herewith)^Ù^

10.26		Form of National Bank Holdings Corporation 2023 Omnibus Incentive Plan Restricted Stock Award Agreement 10/2025 (Cliff) (For Management) (filed herewith)^Ù^

10.27		Form of National Bank Holdings Corporation 2023 Omnibus Incentive Plan Restricted Stock Award Agreement 1/2026 (Laney and Birkans) (filed herewith)^Ù^

10.28		National Bank Holdings Corporation 2026 Inducement Plan (incorporated herein by reference to Exhibit 99.1 of our Registration Statement on Form S-8 filed on January 30, 2026)^Ù^

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10.29		Form of National Bank Holdings Corporation 2026 Inducement Plan Restricted Stock Award Agreement (Executive Officer) (filed herewith)^Ù^

10.30		Vista Bank Equity Incentive Plan (incorporated herein by reference to Exhibit 99.1 of our Registration Statement on Form S-8 filed on January 7, 2026)^Ù^

10.31		Vista Bank Equity Incentive Plan – Restricted Stock Award Agreement with John D. Steinmetz (filed herewith)^Ù^

10.32		Transition Agreement by and between Christopher Randall and National Bank Holdings Corporation (filed herewith)^Ù^

10.33		Letter Agreement dated September 15, 2025, between G. Timothy Laney and National Bank Holdings Corporation^Ù^

10.34		Letter Agreement dated September 15, 2025, between Aldis Birkans and National Bank Holdings Corporation^Ù^

19.1		National Bank Holdings Corporation Insider Trading and Information Policy (incorporated herein by reference to Exhibit 19.1 to our Annual Report on Form 10-K, filed on February 25, 2025)

19.2		National Bank Holdings Corporation Supplemental Insider Trading and Pre-Clearance Policy (incorporated herein by reference to Exhibit 19.2 to our Annual Report on Form 10-K, filed on February 25, 2025)

21.1		Subsidiaries of National Bank Holdings Corporation

23.1		Consent of KPMG LLP

31.1		Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32		Certifications of CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97.1		National Bank Holdings Corporation Compensation Recovery Policy (incorporated herein by reference to Exhibit 97.1 to our Form 10-K filed on February 27, 2024)

101.INS		XBRL Instance – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation
101.DEF		XBRL Taxonomy Extension Definition
101.LAB		XBRL Taxonomy Extension Labels
101.PRE		XBRL Taxonomy Extension Presentation
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or similar attachment will be furnished to the Securities and Exchange Commission upon request; provided, however, that NBHC may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished.
^˄^	Indicates a management contract or compensatory plan.
---	---

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SIGNATURE S

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on February 24, 2026, on its behalf by the undersigned, thereunto duly authorized.

National Bank Holdings Corporation


By		/s/ G. Timothy Laney
		G. Timothy Laney
		Chairman and Chief Executive Officer

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 24, 2026, by the following persons on behalf of the registrant and in the capacities indicated.



/s/ G. TIMOTHY LANEY
G. Timothy Laney
Chairman and Chief Executive Officer
(principal executive officer)

/s/ NICOLE VAN DENABEELE
Nicole Van Denabeele
Chief Financial Officer
(principal financial officer)

/s/ EMILY GOODEN
Emily Gooden
Chief Accounting Officer
(principal accounting officer)

/s/ RALPH W. CLERMONT
Ralph W. Clermont, Lead Director

/s/ ROBERT E. DEAN
Robert E. Dean, Director

/s/ ROBIN A. DOYLE
Robin A. Doyle, Director

/s/ ALKA GUPTA
Alka Gupta, Director

/s/ FRED J. JOSEPH
Fred J. Joseph, Director

/s/ KIRK A. MCLAUGHLIN
Kirk McLaughlin, Director

/s/ PATRICK G. SOBERS
Patrick G. Sobers, Director

/s/ MICHO F. SPRING
Micho F. Spring, Director

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/s/ ART ZEILE
Art Zeile, Director

148

**Exhibit 10.**9

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of September 15, 2025 by and between John D. Steinmetz (the “Executive”) and National Bank Holdings Corporation, a Delaware corporation and NBH Bank (collectively, the “Company”).

WHEREAS, concurrently with the execution of this Agreement, the Company and Vista Bancshares, Inc. (“Vista”), a Texas corporation and registered bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHC Act”), with respect to Vista Bank, a Texas state banking association (“Vista Bank”), have entered into an Agreement and Plan of Merger (as such agreement may be amended or supplemented from time to time, (the “Merger Agreement”), which provides for, among other transactions, the Company’s acquisition of all of the issued and outstanding shares of Vista Common Stock through the merger of Vista with and into the Company (the “Merger”), with the Company as the surviving entity and the separate corporate existence of Vista ceasing as a result of the Merger;

WHEREAS, immediately following the Merger, Vista Bank will be merged with and into NBH Bank a Colorado state-chartered bank (“NBH Bank”), with NBH Bank as the surviving entity and the separate corporate existence of Vista Bank ceasing thereafter (the “Bank Merger”);

WHEREAS, Vista, Vista Bank and the Executive are parties to that certain Employment Agreement, dated as of September 29, 2022 (the “Vista Employment Agreement”), and Vista Bank and the Executive are parties to that certain 2017 Salary Continuation Agreement, dated as of March 9, 2017 (the “Salary Continuation Agreement”), and that certain 2017 Split Dollar Agreement and Endorsement (the “Split Dollar Agreement” and, collectively with the Vista Employment Agreement and the Salary Continuation Agreement, the “Vista Agreements”);

WHEREAS, Executive recognizes that the Company entered into the Merger Agreement in reliance on the Executive entering into this Agreement with the Company; and

WHEREAS, the Company desires to employ the Executive in an executive capacity on the terms and conditions, and for the consideration, hereinafter set forth, and the Executive desires to be employed by the Company on such terms and conditions and for such consideration, in each case as of and subject to the occurrence of the closing of the transactions contemplated by the Merger Agreement (the “Closing”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, including those set forth in Section 10, and for other good and valuable consideration, it is hereby covenanted and agreed by the Executive and the Company as follows:

1.Effective Date. This Agreement shall become binding and enforceable as of the date of the Closing (the “Effective Date”), subject to (i) its execution by the Executive and the Company, (ii) the occurrence of the Closing and (iii) the Executive’s continued employment with Vista through the Effective Date. If the foregoing conditions are not satisfied, then this Agreement shall be null and void ab initio and of no force or effect.

2.Employment Period. The initial term of the Executive’s employment hereunder shall commence on the Effective Date and end on December 31, 2026 (the “Initial Employment Period”), unless terminated earlier pursuant to Section 5 of this Agreement; provided, however, that as of the expiration of (i) the Initial Employment Period and (ii) if applicable, any Renewal Period (as defined below), the Employment Period shall automatically be extended for a one-year period such that it will expire one year from the commencement of such extension (the “Renewal Period”), unless either party gives at least 90 days’ written notice prior to the expiration date of the then-current Employment Period (as defined below) of its intention not to further extend the Employment Period; and provided, further, that, upon the Company’s entering into a definitive agreement that if consummated would be a Change in Control (as defined below), the Employment Period shall automatically be extended to the date that is two years from the date of the consummation of such Change in Control (subject to renewal thereafter as set forth above), unless earlier terminated pursuant to Section 5 of this Agreement (the Initial Employment Period and each subsequent extension, if any, shall constitute the “Employment Period” unless terminated earlier pursuant to Section 5 of this Agreement).

3.Position and Duties. During the Employment Period, the Executive shall (a) serve in the position(s) and have the title(s) assigned to the Executive by the Chief Executive Officer of the Company (the “CEO”) from time to time, which position(s) shall be commensurate with the Executive’s education and experience and shall, as of the Effective Date, be Executive Vice Chair and Executive Managing Director of Strategic Initiatives, (b) have duties and responsibilities commensurate with the assigned position(s) and as are customarily exercised by a person holding such position(s) in a company of the size and nature of the Company as may be assigned from time to time, (c) report directly to the CEO, and (d) oversee the Texas market and specific resort markets and have responsibility for corporate marketing and identifying certain acquisition targets, subject to the Executive’s performance of duties at, and travel to, such other offices of the Company and subsidiaries and controlled affiliates (the “Affiliated Entities”) and/or other locations as shall be necessary to fulfill his duties.

4.Compensation. Subject to the terms of this Agreement, while the Executive is employed by the Company during the Employment Period, the Company shall compensate him for his services as follows:

(a)Base Salary. The Executive shall receive an annual base salary of no less than $800,000, which shall be reviewed annually by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) pursuant to its normal performance review policies for senior executives and may be increased but not decreased (as in effect from time to time, “Annual Base Salary”). Such Annual Base Salary shall be payable in monthly or more frequent installments in accordance with the Company’s payroll policies.

(b)Annual Incentive Payment. With respect to each fiscal year or portion of a fiscal year of the Company ending December 31 during the Employment Period, the Executive shall be eligible to receive an annual cash incentive payment (the “Incentive Payment”) pursuant to the terms of the Company’s annual cash incentive plan applicable to the Executive as in effect from time to time (the “Incentive Plan”), with the actual amount of any such Incentive Payment to be determined by the Compensation Committee pursuant to the terms of the Incentive Plan. The Executive’s target Incentive Payment opportunity under the Incentive Plan for the -2-

2026 fiscal year shall be 90% of the base salary actually earned by the Executive during such fiscal year and the Executive’s target Incentive Payment opportunity under the Incentive Plan for each fiscal year during the Employment Period thereafter shall be no less than 90% of his Annual Base Salary (as in effect from time to time, the “Target Incentive Payment”). The Target Incentive Payment shall be reviewed annually by the Compensation Committee pursuant to its normal performance review policies for senior executives and may be increased but not decreased. Any earned Incentive Payment shall be paid to the Executive pursuant to the terms of the Incentive Plan; provided, however, that any such Incentive Payment for a fiscal year shall be paid to the Executive no later than the 15th day of the third month following the close of such fiscal year (or the calendar year, where applicable), unless the Company or the Executive shall elect to defer the receipt of such Incentive Payment pursuant to an arrangement that meets the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

(c)Annual Equity Award. As an inducement for the Executive to enter into this Agreement, the Executive shall be eligible, in respect of the fiscal year beginning January 1, 2026 and ending December 31, 2026, for an equity award with a target grant date fair value of $1,000,000 or 125% of the Executive’s Base Salary. Executive shall also be entitled to receive annual equity awards each year after 2026 during the Employment Period in such amounts determined by the Compensation Committee and consistent with other executives of the Company. The grant timing, form and terms and conditions of the inducement award and any annual equity award will be as determined by the Compensation Committee of the Board and no less favorable than those applicable to other similarly-situated executives of the Company.

(d)Employee Benefits, Fringe Benefits and Perquisites. During the Employment Period, the Executive shall be provided with employee benefits, fringe benefits, and perquisites on a basis no less favorable than such benefits and perquisites are provided by the Company from time to time to the Company’s other senior executives as in effect from time to time including with respect to personal usage of the Company’s aircraft.

(e)Expense Reimbursement. Subject to the requirements of Section 8(a)(ii) of this Agreement (relating to in-kind benefits and reimbursements), during the Employment Period, the Company shall reimburse the Executive for all reasonable expenses incurred by him in the performance of his duties in accordance with the Company’s policies applicable to senior executives as in effect from time to time. Such expenses shall include the Executive’s membership in the Young President’s Organization, the Chief Executives Organization, and other similar business organizations pre-approved by the CEO.

(f)Stock Ownership Requirement. While employed by the Company, the Executive shall be subject to any stock ownership policy adopted by the Company in accordance with the guidelines as established by the Compensation Committee.

(g)Indemnification/Insurance. The Company shall defend, indemnify, and hold the Executive harmless to the full extent permitted by the general laws of the State of Delaware, its charter, or its bylaws now or hereafter in force. The Company also shall procure and maintain directors and officers liability insurance. -3-

5.Termination of Employment.

(a)Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may provide the Executive with written notice in accordance with Section 12(g) of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”); provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties; and provided, further, that a Disability shall be determined to exist as provided hereinafter. For purposes of this Agreement, “Disability” shall mean the inability of the Executive to perform the Executive’s duties with the Company on a full-time basis as a result of incapacity due to mental or physical illness, which inability exists for 180 days during any rolling 12-month period, as determined by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative.

(b)Cause. The Company may terminate the Executive’s employment during the Employment Period either with or without Cause (as defined below). For purposes of this Agreement, “Cause” shall mean:

(i)the continued failure of the Executive to perform substantially the Executive’s duties with the Company (other than any such failure resulting from incapacity due to mental or physical illness);

(ii)willful misconduct or gross neglect by the Executive in the performance of his duties to the Company;

(iii)the Executive’s continued failure to adhere to the clear directions of the Company’s CEO, to adhere to the Company’s material written policies in all material respects, or to devote substantially all of the Executive’s business time and efforts to the Company;

(iv)the Executive’s conviction of or formal admission to or plea of guilty or nolo contendere to a charge of commission of, (A) a felony or (B) any crime involving serious moral turpitude; or

(v)the Executive’s willful breach of any of the material terms or conditions of this Agreement.

In order to invoke a termination for Cause on any of the grounds enumerated under Section 5(b)(i), 5(b)(ii), 5(b)(iii), or 5(b)(v) of this Agreement, the Company must provide written notice to the Executive of the existence of such grounds within 30 days following the Company’s knowledge of the existence of such grounds, specifying in reasonable detail the grounds constituting Cause, and the Executive shall have 30 days following receipt of such written notice (the “Executive’s Cure Period”) during which he may remedy the ground if such ground is reasonably subject to cure. If Executive fails to cure the breach during the Executive -4-

Cure Period (to the extent reasonably subject to cure), the Company may proceed to terminate Employee’s employment for Cause without further notice.

(c)Good Reason. The Executive’s employment may be terminated by the Executive during the Employment Period with or without Good Reason (as defined below). For purposes of this Agreement, “Good Reason” shall mean, in the absence of the written consent of the Executive:

(i)a material diminution in the Executive’s Annual Base Salary during the Employment Period;

(ii)the assignment to the Executive of any duties that are materially inconsistent with the Executive’s position, duties or responsibilities (including reporting responsibilities) contemplated by this Agreement, or any other action by the Company that results in a material diminution in such position or the duties or responsibilities customarily associated with such position in a company of the size and nature of the Company, including without limitation, a change in the Executive’s reporting structure such that the Executive no longer reports to the CEO at the Effective Time; provided that following a Change in Control (as defined below), this clause (ii) shall relate to the Executive’s position(s), duties and responsibilities as in effect immediately prior to the Change in Control;

(iii)during the two-year period following a Change in Control, any requirement by the Company that the Executive’s services be rendered primarily at a location that is more than 50 miles from the Executive’s primary employment location immediately prior to the Change in Control; or

(iv)any other material breach of this Agreement by the Company.

In order to invoke a termination for Good Reason, the Executive shall provide written notice to the Company of the existence of one or more of the conditions described in clauses (i) through (iii) of this Section 5(c) within 30 days following the Executive’s knowledge of the initial existence of such condition or conditions, specifying in reasonable detail the conditions constituting Good Reason, and the Company shall have 30 days following receipt of such written notice (the “Cure Period”) during which it may remedy the condition if such condition is reasonably subject to cure. In the event that the Company fails to remedy the condition constituting Good Reason during the applicable Cure Period, the Executive’s “separation from service” (within the meaning of Section 409A of the Code) must occur, if at all, within 30 days following such Cure Period in order for such termination as a result of such condition to constitute a termination for Good Reason.

(d)Notice of Termination. Any termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination (as defined below) to the other party hereto given in accordance with Section 12(g) of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice that (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (iii) if the Date of -5-

Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than 30 days after the giving of such notice or 30 days after the end of the Cure Period, if applicable, in the case of a termination by the Executive with Good Reason). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

(e)Date of Termination. For purposes of this Agreement, “Date of Termination” means (i) if the Executive’s employment is terminated by the Company other than for Cause or Disability, or by the Executive without Good Reason, the date of receipt of the Notice of Termination or any later date specified therein within 30 days of such notice, as the case may be, (ii) if the Executive’s employment is terminated by the Executive with Good Reason, a date that is no later than 30 days after the Cure Period, if applicable, (iii) if the Executive’s employment is terminated by the Company for Cause, the date on which the Company, after providing for the Executive’s Cure Period, if applicable, notifies the Executive of such termination, and (iv) if the Executive’s employment is terminated by reason of death or Disability, the date of death or the Disability Effective Date, as the case may be.

6.Obligations of the Company upon Termination.

(a)Good Reason or Termination Other Than for Cause, Death or Disability Prior to or More Than Two Years Following a Change in Control. If, during the Employment Period and prior to, or more than two years following, a Change in Control, the Company shall terminate the Executive’s employment other than for Cause, death, or Disability, or if the Executive shall terminate his employment for Good Reason, the Company shall pay to the Executive on the 45th day after the Date of Termination (except as otherwise required by law or provided below) or provide, as applicable, the following:

(i)A lump sum cash payment consisting of: (A) the Executive’s Annual Base Salary through the Date of Termination to the extent not yet paid; (B) any annual Incentive Payment earned by the Executive for a prior award period, not yet paid, provided that (other than any portion of such annual Incentive Payment that was previously deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder) such payment shall be made no later than the 15th day of the third month following the close of the fiscal year with respect to which such Incentive Payment is earned (the sum of the amounts described in clauses (A) and (B) above shall be hereinafter referred to as the “Accrued Obligations”);

(ii)Subject to Section 6(g), a prorated Incentive Payment for the year in which the Date of Termination occurs (the “Pro Rata Incentive Payment”) in an amount to equal the product of (A) the amount determined by the Compensation Committee based on the Company’s actual performance for the fiscal year in which the Date of Termination occurs and otherwise on a basis no less favorable than annual incentive award determinations are made by the Compensation Committee for the Company’s executive officers, and (B) a fraction, the numerator of which is the number of days that have elapsed through the Date of Termination in -6-

the fiscal year of the Company in which the Date of Termination occurs, and the denominator of which is the number of days in such year, with such amount to be paid in a lump sum in cash on the date on which the Company otherwise makes cash incentive payments to executive officers for such fiscal year (other than any portion of such annual Incentive Payment that was deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder);

(iii)Subject to Section 6(g), a lump sum cash payment (the “Severance Payment” and, together with the Pro Rata Incentive Payment, the “Severance Benefits”) equal to the sum of (A) the Executive’s Annual Base Salary as in effect immediately prior to the Date of Termination, and (B) the greater of (x) the Target Incentive Payment for the year in which the Date of Termination occurs and (y) the Incentive Payment paid or payable to the Executive in respect of the fiscal year immediately prior to the year in which the Date of Termination occurs; and

(iv)To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy, or practice or contract or agreement of the Company and the Affiliated Entities through the Date of Termination, and shall pay such unreimbursed expenses incurred through the Date of Termination as are subject to reimbursement pursuant to Section 4(e) (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

(v) All of the Executive’s unvested equity awards shall immediately vest in full with any performance goals deemed achieved at the target level of performance, unless otherwise provided in the award agreement.

(b)Good Reason or Termination Other Than for Cause, Death or Disability during the Two-Year Period Immediately Following a Change in Control. If, during the Employment Period and during the two-year period immediately following a Change in Control, the Company shall terminate the Executive’s employment other than for Cause, death, or Disability, or if the Executive shall terminate his employment for Good Reason, the Company shall pay to the Executive on the 45th day after the Date of Termination (except as otherwise required by law or provided below) or provide, as applicable, the following:

(i)A lump sum cash payment equal to the Accrued Obligations;

(ii)Subject to Section 6(g), a lump sum cash payment (the “CIC Pro Rata Incentive Payment”) in an amount equal to the product of (A) the Target Incentive Payment for the year in which the Date of Termination occurs (or, if greater, the fiscal year of the Company ending immediately prior to the year in which the Change in Control occurs), and (B) a fraction, the numerator of which is the number of days elapsed through the Date of Termination in the fiscal year in which the Date of Termination occurs and the denominator of which is the number of days in such year;

(iii)Subject to Section 6(g), a lump sum cash payment (the “CIC Severance Payment” and, together with the CIC Pro Rata Incentive Payment, the “CIC -7-

Severance Benefits”) equal to the sum of (A) two times the greater of (x) Executive’s Annual Base Salary as in effect immediately prior to the Date of Termination and (y) the Executive’s Annual Base Salary as in effect immediately prior to the Change in Control and (B) two times the greater of (x) the Target Incentive Payment for the year in which the Date of Termination occurs (or, if greater, the fiscal year of the Company ending immediately prior to the year in which the Change in Control occurs) and (y) the Incentive Payment paid or payable to the Executive in respect of the fiscal year immediately prior to the year in which the Change in Control occurs; and

(iv)To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive the Other Benefits.

(v)All of the Executive’s unvested equity awards shall immediately vest in full with any performance goals deemed achieved at the target level of performance, unless otherwise provided in the award agreement.

(c)Death or Disability. If the Executive’s employment is terminated by reason of the Executive’s death or Disability at any time during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than, if such termination occurs during the Employment Period, the obligation to pay or provide (i) the Accrued Obligations and (ii) the timely payment or provision of the Other Benefits. The Accrued Obligations, in the event of death, shall be paid to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 6(c) shall include death or disability benefits under Company provided plans as in effect on the date of the Executive’s death with respect to senior executives of the Company and their beneficiaries generally.

(d)Cause; Other than for Good Reason. If the Executive’s employment shall be terminated by the Company for Cause, or if the Executive terminates his employment without Good Reason, at any time during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than, if such termination occurs during the Employment Period, the obligation to pay or provide (i) the Accrued Obligations (paid as set forth in Section 6(c) of this Agreement) and (ii) the timely payment or provision of the Other Benefits.

(e)Effect of Termination on Other Positions. If, on the Date of Termination, the Executive is a member of the Board of Directors of the Company (the “Board”) or the board of directors of any Affiliated Entities, or holds any other position with the Company or its Affiliated Entities, the Executive shall be deemed to have resigned from all such positions as of the Date of Termination. The Executive agrees to execute such documents and take such other actions as the Company may request to reflect such resignation.

(f)Full Settlement. The payments and benefits provided under this Section 6 (including, without limitation, the Other Benefits) shall be in full satisfaction of the Company’s obligations to the Executive under this Agreement upon his termination of employment, notwithstanding the remaining length of the Employment Period, and in no event shall the -8-

Executive be entitled to severance benefits (or other damages in respect of a termination of employment or claim for breach of this Agreement) beyond those specified in this Section 6.

(g)General Release. The Company’s obligation to pay the Severance Benefits or CIC Severance Benefits, as applicable, is conditioned on the Executive’s execution, delivery to the Company, and non-revocation of a general release of claims in favor of the Company and the Affiliated Entities, in substantially the form set forth in Exhibit A hereto, in the time period specified therein.

(h)“Change in Control” shall, for the purposes of this Agreement, be the first to occur following the Effective Date of:

(i)an acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of either (A) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this Section 6(h)(i), the following acquisitions shall not constitute a Change in Control: (I) any acquisition directly from the Company, (II) any acquisition by the Company, (III) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliated Entity, or (IV) any acquisition by any Affiliated Entity pursuant to a transaction which complies with clauses (A), (B), and (C) of subsection (iii) of this Section 6(h);

(ii)a change in the composition of the Board such that the individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that, for purposes of this Section 6(h), any individual who becomes a member of the Board subsequent to the Effective Date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; and provided, further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be considered as a member of the Incumbent Board;

(iii)the consummation of a reorganization, merger, statutory share exchange, or consolidation or similar transaction involving the Company or any of its subsidiaries, or sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or securities of another entity by the Company or any of its subsidiaries (a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or -9-

indirectly, more than 50% of, respectively, the then-outstanding shares of common stock (or, for a noncorporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a noncorporate entity, equivalent securities), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 35% or more of, respectively, the then-outstanding shares of common stock (or, for a noncorporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors (or, for a noncorporate entity, equivalent body or committee) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv)the approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

7.No Mitigation; No Offset. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense, or other claim, right, or action that the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment.

8.Section 409A; Forfeiture.

(a)Section 409A.

(i)General. It is intended that this Agreement shall comply with the provisions of Section 409A of the Code and the Treasury regulations relating thereto, or an exemption to Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception, “separation pay” exception or another exception under Section 409A of the Code shall be paid to the maximum extent under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the Section 409A of the Code deferral election rules and the exclusions under Section 409A of the Code for certain short-term deferral and separation pay amounts. All payments that constitute nonqualified deferred compensation for purposes of Section 409A of the Code that are to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” within the meaning of Section 409A of the Code. In no -10-

event may the Executive, directly or indirectly, designate the calendar year of any payment under this Agreement that constitutes nonqualified deferred compensation for purposes of Section 409A of the Code. To the extent permitted under Section 409A of the Code or any IRS or Department of Treasury rules or other guidance issued thereunder, the Company may, in consultation with the Executive, modify the Agreement in order to cause the provisions of the Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code.

(ii)In-Kind Benefits and Reimbursements. Notwithstanding anything to the contrary in this Agreement, all (A) reimbursements and (B) in-kind benefits provided under this Agreement that constitute nonqualified deferred compensation for purposes of Section 409A of the Code shall be paid or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (w) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (x) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (y) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (z) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

(iii)Delay of Payments. Notwithstanding any other provision of this Agreement to the contrary, if the Executive is considered a “specified employee” for purposes of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the date of termination), any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that is otherwise due to the Executive under this Agreement during the six-month period following his separation from service (as determined in accordance with Section 409A of the Code) on account of his separation from service shall be accumulated and paid to Executive on the first business day of the seventh month following his separation from service (the “Delayed Payment Date”). The Executive shall be entitled to interest on any delayed cash payments from the date of termination to the Delayed Payment Date at a rate equal to the applicable federal short-term rate in effect under Section 1274(d) of the Code for the month in which the Executive’s separation from service occurs. If the Executive dies during the period between the Date of Termination and the Delayed Payment Date, the amounts and entitlements delayed on account of Section 409A of the Code shall be paid to the personal representative of his estate on the first to occur of the Delayed Payment Date or 30 days after the date of the Executive’s death.

(iv)Separation from Service. Notwithstanding any contrary provision of this Agreement, with respect to any amounts or benefits that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code, any references to termination of employment or the Executive’s Date of Termination shall mean and refer to the date of his “separation from service,” as that term is defined in Section 409A of the Code and Treasury Regulation Section 1.409A-1(h).

(b)Forfeiture. Notwithstanding any other provisions of this Agreement and in addition to and not in contravention of any clawback provision applicable to the Executive -11-

under the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable laws in effect from time to time:

(i)If the Company is required to prepare an accounting restatement due to material noncompliance of the Company with any financial reporting requirement under the federal securities laws as a result of misconduct, the Executive shall reimburse the Company for all amounts received under any incentive compensation plans from the Company during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the financial document embodying such financial reporting requirement; and any profits realized from the sale of securities of the Company during that 12-month period, unless the application of this provision has been exempted by the Securities and Exchange Commission;

(ii)If the Compensation Committee shall determine that the Executive has engaged in a serious breach of conduct, the Compensation Committee may terminate any equity compensation award or require the Executive to repay any gain realized on the exercise of an award in accordance with the terms of such award or the equity compensation plan governing such award; and

(iii)If the Executive is found guilty of misconduct by any judicial or administrative authority in connection with any (A) formal investigation by the Securities and Exchange Commission or (B) other federal or state regulatory investigation, the Compensation Committee may require the repayment of any gain realized on the exercise of an award under any equity compensation plan without regard to the timing of the determination of misconduct in relation to the timing of the exercise of the award.

9.Limitation on Payments under Certain Circumstances.

(a)Anything in this Agreement to the contrary notwithstanding, in the event the Accounting Firm (as defined below) shall determine that receipt of all Payments (as defined below) would subject the Executive to the excise tax under Section 4999 of the Code, the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (the “Agreement Payments”) so that the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as defined below). The Agreement Payments shall be so reduced only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Agreement Payments were so reduced. If the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Agreement Payments were so reduced, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunder.

(b)All determinations required to be made under this Section 9, including the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized certified public accounting firm or other professional organization that is a certified public accounting firm recognized as an expert in determinations and calculations for purposes of Section 280G of the Code that is selected by the Company prior to the date of the Change in Control for purposes of making the applicable determinations under this Section 9 and is -12-

reasonably acceptable to the Executive (the “Accounting Firm”). For purposes of all present value determinations required to be made under this Section 9, the Company and the Executive elect to use the applicable federal rate that is in effect on the Effective Date pursuant to Treasury Regulations Section 1-280G, Q&A-32.

(c)If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 9 shall be binding upon the Company and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Date of Termination. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the payments and benefits under the following sections in the following order: (i) first, any Payments under Section 6(b)(iii)(A); (ii) second, any other cash Payments that would be made upon a termination of the Executive’s employment, beginning with payments that would be made last in time; (iii) third, all rights to payments, vesting, or benefits in connection with any options to purchase common stock that are performance-based vesting awards; (iv) fourth, all rights to payments, vesting, or benefits in connection with any other equity awards that are performance-based vesting awards; (v) fifth, all rights to payments, vesting, or benefits in connection with any options to purchase common stock that are time-based vesting awards; and (vi) sixth, all rights to any other payments or benefits shall be reduced, beginning with payments or benefits that would be received last in time. All fees and expenses of the Accounting Firm shall be borne solely by the Company.

(d)As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement which should not have been so paid or distributed (“Overpayment”) or that additional amounts which will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (“Underpayment”), in each case, consistent with the calculation of the Safe Harbor Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or the Executive which the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, the Executive shall pay promptly (and in no event later than 60 days following the date on which the Overpayment is determined) pay any such Overpayment to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however*,* that no amount shall be payable by the Executive to the Company if and to the extent such payment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be paid promptly (and in no event later than 60 days following the date on which the Underpayment is determined) by the Company to or for the benefit of the Executive together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. -13-

(e)Each of the Company and the Executive shall cooperate in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be provided by the Executive (including, without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, including that set forth in Section 10 of this Agreement) before, on or after the date of a change in ownership or control of the Company (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code.

(f)Definitions. The following terms shall have the following meanings for purposes of this Agreement:

(i)“Net After-Tax Receipt” shall mean the present value (as determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code, taking into account the last sentence of Section 9(b) above) of a Payment net of all taxes imposed on the Executive with respect thereto under Sections 1 and 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied to the Executive’s taxable income for the immediately preceding taxable year, or such other rate(s) as the Accounting Firm determined to be likely to apply to the Executive in the relevant tax year(s).

(ii)“Parachute Value” of a Payment shall mean the present value as of the date of the change of control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Accounting Firm for purposes of determining whether and to what extent the excise tax under Section 4999 of the Code will apply to such Payment.

(iii) “Payment” shall mean any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable pursuant to this Agreement or otherwise.

(iv) “Safe Harbor Amount” shall mean 2.99 times the Executive’s “base amount,” within the meaning of Section 280G(b)(3) of the Code.

10.Restrictive Covenants.

(a)Return of Company Property. Upon his termination of employment for any reason, the Executive shall promptly return to the Company any keys, credit cards, passes, confidential documents or material, or other property belonging to the Company, and the Executive shall also return all writings, files, records, correspondence, notebooks, notes, and other documents and things (including any copies thereof) containing confidential information or -14-

relating to the business or proposed business of the Company or the Affiliated Entities or containing any trade secrets relating to the Company or the Affiliated Entities, except any personal diaries, calendars, rolodexes, or personal notes or correspondence. For purposes of the preceding sentence, the term “trade secrets” shall have the meaning ascribed to it under the Uniform Trade Secrets Act. The Executive agrees to represent in writing to the Company upon termination of employment that he has complied with the foregoing provisions of this Section 10(a). Notwithstanding anything contained in this Section 10(a), for purposes of this Section 10(a), all references to the Company shall include its Affiliated Entities, whether or not specified.

(b)Mutual Nondisparagement. The Executive and the Company each agree that, following the Executive’s termination of employment, neither the Executive nor the executive officers of the Company (as such term is defined in Rule 3b-7 promulgated under the Exchange Act) or members of the Company’s Board of Directors will make any public statements that materially disparage the other party. The Company shall not be liable for any breach of its obligations under this paragraph if it informs the executive officers, as such term is defined in Rule 3b-7 promulgated under the Exchange Act, and members of the Company’s Board of Directors of the content of its covenant hereunder and takes reasonable measures to ensure that such individuals honor the Company’s agreement. Notwithstanding the foregoing, nothing in this Section 10(b) shall prohibit any person from making truthful statements when required by order of a court or other governmental or regulatory body having jurisdiction or to enforce any legal right including, without limitation, the terms of this Agreement.

(c)Confidential Information. The Executive agrees that, during his employment with the Company and at all times thereafter, he shall hold for the benefit of the Company all secret or confidential information, knowledge, or data relating to the Company or any of the Affiliated Entities, and their respective businesses, which shall have been obtained by the Executive during the Executive’s employment by the Company or during his consultation with the Company after his termination of employment, and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). Except in the good faith performance of his duties for the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required or permitted by law or legal process, communicate or divulge any such information, knowledge, or data to anyone other than the Company and those designated by it.

Notwithstanding the above confidentiality and nondisparagement provisions, note that nothing in this Agreement, nor in any other confidentiality agreement, nor in the Company’s policies should be interpreted as prohibiting the Executive from: (1) reporting possible violations of federal law or regulations, including any securities laws violations, to any governmental agency or entity, including but not limited to the Department of Justice, the U.S. Securities & Exchange Commission, the U.S. Congress, or any agency Inspector General; or (2) making any other disclosures that are protected under the whistleblower provisions of federal law or regulations; (3) disclosing the factual foundation of any claim of sexual assault or sexual harassment; or (4) otherwise fully participating in any federal whistleblower programs, including with respect to the right to receive a monetary award thereunder. -15-

Please refer to the National Bank Holdings Corporation Associate Handbook, a copy of which is available upon request, regarding the Executive’s rights related to the disclosure of the Company’s trade secrets.

(d)Nonsolicitation. The Executive agrees that, while he is employed by the Company and during the (i) two-year period following his termination of employment with the Company, if his employment terminated pursuant to Section 6(b), or (ii) one-year period following his termination of employment with the Company, if his employment terminated for any other reason other than as set forth in the preceding clause (i) (the “Restricted Period”), the Executive shall not directly or indirectly, (A) solicit any individual who is, on the Date of Termination (or was, during the six-month period prior to the Date of Termination), employed by the Company or the Affiliated Entities to terminate or refrain from renewing or extending such employment or to become employed by or become a consultant to any other individual or entity other than the Company or the Affiliated Entities, (B) initiate discussions with any such employee or former employee for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity on behalf of the Executive’s employer, or (C) induce or attempt to induce any customer or investor (in each case, whether former, current, or prospective), supplier, licensee, or other business relation of the Company or any of the Affiliated Entities to cease doing business with the Company or such Affiliated Entity, or in any way interfere with the relationship between any such customer, investor, supplier, licensee, or business relation, on the one hand, and the Company or any Affiliated Entity, on the other hand.

(e)Noncompetition. The Executive agrees that, during the Restricted Period, he will not engage in Competition (as defined below). The Executive shall be deemed to be engaging in “Competition” if he, directly or indirectly, in any geographic market in which, as of the Date of Termination, the Company has a physical presence material to its business operations (or where the Company is engaged in substantial activities to become a material physical presence), including, without limitation, the State of Colorado, the Kansas City (Missouri and Kansas) metropolitan area, the Dallas, Texas metropolitan area and the Austin, Texas metropolitan area, the State of New Mexico, the State of Wyoming, the State of Utah and the Boise, Idaho metropolitan area (“Material Presence”), (i) owns, manages, operates, controls, or participates in the ownership, management, operation, or control of, (ii) is connected as an officer, employee, partner, director, consultant, or otherwise with, or (iii) has any financial interest in, any business (whether operated through a corporation or other entity) that is engaged in the commercial banking business or in any other financial services business that is competitive with any portion of the business conducted as of the Date of Termination by the Company or any of the Affiliated Entities, in each case if and only to the extent such business constitutes a Material Presence conducted by the Company or any of the Affiliated Entities within such geographic market. Ownership for personal investment purposes only of less than 2% of the voting stock of any publicly held corporation shall not constitute a violation hereof. Notwithstanding the foregoing, the restriction above shall not prohibit the Executive from employment with any subsidiary, division, affiliate, or unit of an entity (a “Related Unit”) if that Related Unit does not engage in business that is in Competition with the Company, irrespective of whether some other Related Unit of that entity competes with the Company (as long as the Executive does not engage in or assist in the activities of any Related Unit that competes with the Company). Notwithstanding anything contained herein to the contrary, following a Change in -16-

Control, references to the Company and the Affiliated Entities shall refer to the Company and its Affiliated Entities as of immediately prior to such Change in Control and the geographic market and the business scope of the restrictions in this Section 10(e) shall be limited to the geographic markets of the Company and the Affiliated Entities and the businesses conducted by the Company and the Affiliated Entities as of immediately prior to such Change in Control, without regard to when the Date of Termination occurs.

(f)Equitable Remedies. The Executive acknowledges that the Company would be irreparably injured by a violation of Section 10(b), 10(c), 10(d), or 10(e), and he agrees that the Company, in addition to any other remedies available to it for such breach or threatened breach, on meeting the standards required by law, shall be entitled to a preliminary injunction, temporary restraining order, or other equivalent relief, restraining the Executive from any actual or threatened breach of Section 10(b), 10(c), 10(d), or 10(e). If a bond is required to be posted in order for the Company to secure an injunction or other equitable remedy, the parties agree that said bond need not be more than a nominal sum.

(g)Severability; Blue Pencil. The Executive acknowledges and agrees that he has had the opportunity to seek advice of counsel in connection with the Agreement and the restrictive covenants contained herein are reasonable in geographical scope, temporal duration, and in all other respects. If it is determined that any provision of this Section 10 is invalid or unenforceable, the remainder of the provisions of this Section 10 shall not thereby be affected and shall be given full effect, without regard to the invalid portions. If any court or other decision-maker of competent jurisdiction determines that any of the covenants in this Section 10 is unenforceable because of the duration or geographic scope of such provision, then after such determination becomes final and unappealable, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable, and in its reduced for, such provision shall be enforced.

(h)Notice of Immunity under the Defend Trade Secrets Act. Notwithstanding any other provision of this Agreement, Executive understands that he will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Executive files a lawsuit for retaliation by Company for reporting a suspected violation of law, he may disclose Company's trade secrets to his attorney and use the trade secret information in the court proceeding if he: (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to the court order.

11.Successors.

(a)This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive. This Agreement and any rights and benefits hereunder shall inure to the benefit of and be enforceable by the Executive’s legal representatives, heirs, or legatees. This Agreement and any rights and benefits hereunder shall inure to the benefit of and be binding upon the Company and its successors and assigns. -17-

(b)The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to satisfy all of the obligations under this Agreement in the same manner and to the same extent that the Company would be required to satisfy such obligations if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid that assumes and agrees to perform this Agreement by operation of law, or otherwise.

12.Miscellaneous.

(a)Amendment. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(b)Withholding. The Company may withhold from any amounts payable under this Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(c)Applicable Law. The provisions of this Agreement shall be construed in accordance with the internal laws of the State of Delaware, without regard to the conflict of law provisions of any state.

(d)Dispute Resolution. Any controversy or claim arising out of or relating to this Agreement or the breach of this Agreement (other than a controversy or claim arising under Section 10 of this Agreement) that is not resolved by the Executive and the Company shall be submitted to arbitration in a location selected by the Company in accordance with Delaware law and the procedures of the American Arbitration Association. The determination of the arbitrator shall be conclusive and binding on the Company and the Executive and judgment may be entered on the arbitrator(s)’ awards in any court having competent jurisdiction.

(e)Severability. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, and this Agreement will be construed as if such invalid or unenforceable provision were omitted (but only to the extent that such provision cannot be appropriately reformed or modified).

(f)Waiver of Breach. No waiver by any party hereto of a breach of any provision of this Agreement by any other party, or of compliance with any condition or provision of this Agreement to be performed by such other party, will operate or be construed as a waiver of any subsequent breach by such other party of any similar or dissimilar provisions and conditions at the same or any prior or subsequent time. The failure of any party hereto to take any action by reason of such breach will not deprive such party of the right to take action at any time while such breach continues.

(g)Notices. Notices and all other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, or prepaid overnight courier to the parties at the -18-

addresses set forth below (or such other addresses as shall be specified by the parties by like notice):

to the Company:

National Bank Holdings Corporation 7800 E. Orchard Road, Suite 300 Greenwood Village, Colorado 80111 Attention: Legal Department

to the Executive:

At the address last on the records of the Company

Such notices, demands, claims, and other communications shall be deemed given in the case of delivery by overnight service with guaranteed next day delivery, the next day or the day designated for delivery or, in the case of certified or registered U.S. mail, five days after deposit in the U.S. mail; provided, however, that in no event shall any such communications be deemed to be given later than the date they are actually received.

(h)Survivorship. Upon the expiration or other termination of this Agreement, the respective rights and obligations of the parties hereto shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement.

(i)Entire Agreement. From and after the Effective Date, this Agreement shall constitute the entire agreement between the Company and the Executive with respect to the subject matter hereof (except as may be otherwise provided in an agreement entered into after the Effective Date) and shall supersede the Vista Agreements which shall, as of the Effective Date, be null and void and of no further force or effect.

(j)Counterparts. This Agreement may be executed in separate counterparts, each of which shall deemed to be an original but all of which taken together shall constitute one and the same agreement.

[Signature Page Follows]

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IN WITNESS THEREOF, the Executive has hereunto set his hand, and the Company has caused these presents to be executed in its name and on its behalf, all as of the day and year first above written.

NATIONAL BANK HOLDINGS CORPORATION

By: _____________________________________ Name: G. Timothy Laney Title: Chairman and Chief Executive Officer

EXECUTIVE

________________________________________ John D. Steinmetz

[Signature Page to Steinmetz Employment Agreement]

Release Agreement

This Release Agreement (this “Agreement”) is made and entered into by and among National Bank Holdings Corporation, a Delaware corporation (the “Company”), and its subsidiary bank, NBH Bank, a state chartered bank organized under the laws of Colorado, and all other divisions, and related, successor, and sister entities (together with the Company, “NBH”) and John D. Steinmetz (the “Executive”).

WHEREAS, the Executive and the Company are parties to that certain Employment Agreement, dated as of September 15, 2025 (the “Employment Agreement”);

WHEREAS, the Executive’s employment shall end effective [__];

WHEREAS, NBH and the Executive wish to resolve any and all disputes that exist between them or could exist between them; and

WHEREAS, the parties acknowledge that this Agreement is the result of good faith negotiations and compromise and nothing in this Agreement is intended to or will constitute an admission by NBH or any of its agents or employees of any liability to the Executive.

NOW, THEREFORE, in consideration of the Company agreeing to provide the compensation and benefits under Section 6 of the Employment Agreement to the Executive and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, NBH and the Executive hereby agree as follows:

1.Full and General Release of Liability. The Executive hereby forever WAIVES, RELEASES, AND DISCHARGES National Bank Holdings Corporation, NBH Bank, all of their respective subsidiaries and divisions, including Bank Midwest, Community Banks of Colorado, Hillcrest Bank and any related, and affiliated entities, and all of their current and past employees, directors, officers, fiduciaries, owners, agents, successors, assigns, insurers, attorneys, and contractors, without limitation, exception, or reservation (the “Affiliates”), from any and all liability, actions, claims, demands, or lawsuits that the Executive may have had, presently has, or in the future may have, in connection with or arising out of the Executive’s employment with, or separation from, NBH. This release applies to any and all claims against NBH and/or the Affiliates, known or unknown, arising under contract or under federal, state, or local statutory or common (including civil tort) law, which have been asserted or which could have been asserted including, but not limited to, any and all claims under Title VII of the Civil Rights Act of 1964 (as amended), the Civil Rights Act of 1991, 42 U.S.C. § 1981, 42 U.S.C. § 1983, the Americans with Disabilities Act (as amended), the Rehabilitation Act, the Age Discrimination in Employment Act (as amended) (“ADEA”), the Family Medical Leave Act (as amended), the Genetic Information Non-Discrimination Act, the Employment Retirement Income Security Act (as amended), the Consolidated Omnibus Budget Reconciliation Act, the Kansas Acts Against Discrimination, the Kansas Age Discrimination in Employment Act, the Missouri Human Rights Act, the Colorado Anti-Discrimination Act, the Kansas Wage Payment Act, the Missouri wage payment statutes, and any other state statute or any state common law, including, but not limited to, any cause of action for wrongful termination, breach of contract, and any other federal, state, or local laws, including common law, to the maximum extent

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permitted by law, without limitation or exception. It is understood and agreed that this is a full and final release covering all known or unknown, undisclosed and unanticipated losses, wrongs, injuries, debts, claims, or damages to the Executive that may have arisen, or may arise from any act or omission prior to the date of execution of this Agreement arising out of or related, directly or indirectly, to the Executive’s employment, or separation from employment with NBH, or to any professional relationship between the Executive and/or the employees, agents, representatives, and affiliates of NBH during the Executive’s employment with NBH, as well as those alleged losses, wrongs, injuries, debts, claims, or damages now known or disclosed that have arisen, or may arise as a result of any act or omission. Notwithstanding anything to the contrary, the released claims do not include, and this Agreement does not release any: (a) rights to compensation and benefits provided under Section 6 of the Employment Agreement or under any other benefit plan, agreement, arrangement, or policy of NBH that is applicable to the Executive that, in each case, by its terms, contains obligations that are to be performed after the date hereof by NBH; (b) rights to indemnification the Executive may have under applicable law, the bylaws or certificate of incorporation of the Company, or any other agreement or any rights with respect to coverage under any director and officer liability policy, as a result of having served as an officer or director of NBH or any Affiliates; (c) claims that the Executive may not by law release through a settlement agreement such as this; or (d) claims the Executive may have as the holder or beneficial owner of securities (or other rights relating to securities) of the Company.

2.Executive Acknowledgements. The Executive acknowledges that as of the date the Executive executed this Agreement, the Executive (a) has not suffered a work-related injury that has not properly been disclosed to NBH; and (b) has disclosed to NBH any action/inaction the Executive took/failed to take during the Executive’s employment with NBH that could give rise to a claim against NBH or the Affiliates, and/or any other third party.

3.Non-Interference. Nothing in this Agreement shall interfere with the Executive’s right to file a charge, cooperate, or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission, or any other federal or state regulatory or law enforcement agency. The consideration provided to Executive pursuant to Section 6 of the Employment Agreement, however, shall be the sole relief provided to the Executive for the claims that are released by the Executive pursuant to this Agreement and the Executive shall not be entitled to recover and agrees to waive any monetary benefits or recovery against NBH in connection with any such claim, charge, or proceeding, without regard to who has brought such charge or complaint. However, nothing in this Agreement (i) prohibits, limits or restricts, or shall be construed to prohibit, limit or restrict, Executive from exercising any legally protected whistleblower rights (including pursuant to Section 21F of the Exchange Act and the rules and regulations thereunder), without notice to or consent from the Company, or (ii) to the extent required by law, prohibits or shall be construed to prohibit Executive from receiving a reward from the Securities and Exchange Commission or other applicable government agency pursuant to Section 21F of the Exchange Act or other applicable whistleblower or other law or regulation in connection therewith.

4.Return of NBH Property. The Executive acknowledges that, as of the last day of employment, the Executive has returned and surrendered to NBH all NBH property and equipment (unless otherwise specified herein) pursuant to Section 10(a) of the Employment

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Agreement. The Executive acknowledges and agrees that all such materials are, and will always remain, the exclusive property of NBH.

5.Consideration and Revocation Periods; Counsel. The Executive acknowledges that the Executive has read this Agreement, has been given 21 calendar days to consider this Agreement, although the Executive may return it sooner if desired, and is hereby advised to consult with legal counsel regarding this Agreement. If the Executive signs this Agreement prior to the expiration of the 21-day period, the Executive hereby states that the Executive has voluntarily and knowingly decided to shorten the time period and that NBH has not induced the Executive to do so. The Executive further acknowledges that the Executive has seven calendar days to revoke this Agreement after executing the same. Notice of revocation should be sent, in writing, to the Legal Department, National Bank Holdings Corporation, 7800 E. Orchard Road, Suite 300, Greenwood Village, Colorado 80111. NBH hereby advises the Executive to consult with an attorney before signing this Agreement. This Agreement shall become effective on the eighth calendar day after its execution absent any revocation. The parties also agree that the release provided by the Executive in this Agreement does not include a release for claims under the ADEA arising after the date the Executive signs this Agreement.

6.No Admission. The execution of this Agreement does not and shall not constitute an admission by NBH of liability to the Executive. NBH specifically denies that it or its current or past insurers, agents, or employees have violated the Executive’s rights under any federal, state, or local constitution, statute, law, or common law in connection with the Executive’s employment, including the Executive’s separation therefrom. Likewise, the execution of this Agreement does not and shall not constitute an admission by the Executive of liability to NBH.

7.Entire Agreement. This Agreement contains the entire agreement between and among the parties and cannot be modified in any respect in the future except in a writing signed by the parties hereto.

8.Severability. It is expressly understood to be the intent of the parties hereto that the terms and provisions of this Agreement are severable and if, at any time in the future or for any reasons, any term or provision in this Agreement is declared unenforceable, void, voidable, or otherwise invalid, the remaining terms and provisions shall remain valid and enforceable as written.

9.Governing Law. The terms and provisions of this Agreement shall be interpreted and enforced under the substantive law of the State of Delaware, to the extent state law applies, and under federal law, to the extent federal law applies.

10.Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. Any party to this Agreement may execute this Agreement by signing any such counterpart.

11.Headings. The headings to this Agreement are for convenience only, and are not to be used in the interpretation of the terms hereof.

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12.Voluntary Signing. The Executive acknowledges that the Executive has read this Agreement and understands it and has signed it voluntarily.

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PLEASE READ THIS AGREEMENT CAREFULLY; IT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

IN WITNESS WHEREOF, NBH has caused this Agreement to be executed by its duly authorized officer, and the Executive has executed this Agreement, as of the dates written below.

EXECUTIVE

________________________________________ John D. Steinmetz

________________________________________ DATE

NATIONAL BANK HOLDINGS CORPORATION

and

NBH BANK

By: ____________________________________ Name: Title:

________________________________________ DATE

[Signature Page to Release Agreement]

1105542462\4\AMERICAS

Exhibit **** 10.15

BANCSHARES **** OF **** JACKSON **** HOLE **** INCORPORATED

3.75% **** FIXED-TO-FLOATING **** RATE **** SUBORDINATED **** NOTE **** DUE **** 2031

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR

INVESTMENT AND WITHOUT A VIEW TO DISTRIBUTION, AND HAVE NOT BEEN

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO, AND IN ACCORDANCE WITH, A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT AT THE TIME OF SUCH TRANSFER; (B) TO A PERSON THAT YOU REASONABLY BELIEVE TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR TO A PERSON THAT YOU REASONABLY BELIEVE TO BE AN INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 50l(A)(l), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT; OR (C) UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING, IF AVAILABLE, THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT), AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS, AS EVIDENCED BY AN OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED.

THE INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY OR FUND.

THE INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED NOTE IS SUBORDINATED AND JUNIOR IN RIGHT OF PAYMENT TO SENIOR INDEBTEDNESS (AS DEFINED IN SECTION 3 (SUBORDINATION) OF THIS SUBORDINATED NOTE) OF BANCSHARES OF JACKSON HOLE INCORPORATED, A WYOMING CORPORATION (THE "COMPANY"), INCLUDING OBLIGATIONS OF THE COMPANY TO ITS GENERAL AND SECURED CREDITORS AND IS UNSECURED. IT IS INELIGIBLE AS COLLATERAL FOR ANY EXTENSION OF CREDIT BY THE COMPANY OR ANY OF ITS SUBSIDIARIES.

IN THE EVENT OF LIQUIDATION ALL HOLDERS OF SENIOR INDEBTEDNESS OF THE COMPANY SHALL BE ENTITLED TO BE PAID IN FULL WITH SUCH INTEREST AS MAY BE PROVIDED BY LAW BEFORE ANY PAYMENT SHALL BE MADE ON ACCOUNT OF PRINCIPAL OF OR INTEREST ON THIS SUBORDINATED NOTE. AFTER PAYMENT IN FULL OF ALL SUMS OWING TO SUCH HOLDERS OF SENIOR INDEBTEDNESS, THE HOLDER OF THIS SUBORDINATED NOTE, TOGETHER WITH THE HOLDERS OF ANY OBLIGATIONS OF THE COMPANY RANKING ON A PARITY WITH THE SUBORDINATED NOTES, SHALL BE ENTITLED TO BE PAID FROM THE REMAINING ASSETS OF THE COMPANY THE UNPAID PRINCIPAL AMOUNT OF THIS SUBORDINATED NOTE PLUS ACCRUED AND UNPAID INTEREST THEREON BEFORE ANY PAYMENT OR OTHER DISTRIBUTION, WHETHER IN CASH, PROPERTY OR OTHERWISE, SHALL BE MADE (I) WITH RESPECT TO ANY OBLIGATION THAT BY ITS TERMS EXPRESSLY IS JUNIOR IN THE RIGHT OF PAYMENT TO THE SUBORDINATED NOTES, (II) WITH RESPECT TO ANY INDEBTEDNESS BETWEEN THE COMPANY AND ANY OF ITS SUBSIDIARIES OR

50716.0001137283vl

AFFILIATES OR (III) ON ACCOUNT OF ANY SHARES OF CAPITAL STOCK OF THE COMPANY.

THIS SUBORDINATED NOTE WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $100,000 AND MULTIPLES OF $1,000 IN EXCESS

THEREOF. ANY ATTEMPTED TRANSFER OF THIS SUBORDINATED NOTE IN A

DENOMINATION OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SUBORDINATED NOTE FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF PAYMENTS ON THIS SUBORDINATED NOTE, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SUBORDINATED NOTE.

CERTAIN **** ERISA **** CONSIDERATIONS:

INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH A "PLAN"), OR

AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF

ANY PLAN'S INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD THIS SUBORDINATED NOTE OR ANY INTEREST HEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SUBORDINATED NOTE, OR ANY INTEREST HEREIN, ARE NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE AND HOLDING. ANY PURCHASER OR HOLDER OF THIS SUBORDINATED NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER: (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN TO WHICH TITLE I OF ERISA OR SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLANS, OR ANY OTHER PERSON OR ENTITY USING THE "PLAN ASSETS" OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLANS TO FINANCE SUCH PURCHASE OR (ii) SUCH PURCHASE OR HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH FULL EXEMPTIVE RELIEF IS NOT AVAILABLE UNDER APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

ANY **** FIDUCIARY OF **** ANY **** PLAN WHO IS **** CONSIDERING THE **** ACQUISITION OF **** THIS SUBORDINATED **** NOTE **** OR **** ANY **** INTEREST **** HEREIN **** SHOULD **** CONSULT WITH **** HIS **** OR HER **** LEGAL **** COUNSEL **** PRIOR **** TO **** ACQUIRING THIS **** SUBORDINATED **** NOTE **** OR **** ANY INTEREST HEREIN.

No. 2031-01CUSIP Accredited Investors: 059760 AB4

BANCSHARES OF JACKSON HOLE INCORPORATED

3.75% **** FIXED-TO-FLOATING **** RATE **** SUBORDINATED **** NOTE **** DUE **** 2031

1.Note Purchase Agreement; Holders. This Subordinated Note is one of a duly authorized issue of notes of Bancshares of Jackson Hole Incorporated, a Wyoming corporation (the "Company"), designated as the "3. 75% Fixed-to-Floating Rate Subordinated Notes due 2031" (the "Subordinated Notes") initially issued on June 2, 2021. The Company has issued this Subordinated Note under that certain Note Purchase Agreement dated as of June 2, 2021, as the same may be amended or supplemented from time to time ("Note Purchase Agreement"), between the Company and the several purchasers of the Subordinated Notes identified in the signature pages thereto. The holder of this Subordinated Note (the "Holder"), by the acceptance of this Subordinated Note, agrees to and will be bound by all provisions of the Note Purchase Agreement that are applicable to the Purchasers (as defined therein) or holders of Subordinated Notes from time. All capitalized terms not otherwise defined in this Subordinated Note will have the meanings assigned to them in the Note Purchase Agreement. A copy of the Note Purchase Agreement is on file at the Company and will be provided to any holder of this Subordinated Note upon request.

2.Payment. The Company, for value received, promises to pay to PACIFIC WESTERN BANK, the principal sum of SEVEN MILLION FIVE HUNDRED THOUSAND

DOLLARS (U.S.) ($7,500,000), plus accrued but unpaid interest on June 15, 2031 ("Stated Maturity Date"), unless redeemed prior to such date, and to pay interest thereon (i) from and including June 2, 2021, to, but excluding, June 15, 2026 or earlier date of redemption contemplated by Section 5 (the "Redemption Date"), at a rate of 3.75% per annum, semi-annually in arrears on June 15 and December 15 of each year, commencing December 15, 2021 (each such date, a "Fixed Rate Interest Payment Date," with the period from, and including, June 2, 2021 to, but excluding, the first Fixed Rate Interest Payment Date and each successive period from, and including, a Fixed Rate Interest Payment Date to, but excluding, the next Fixed Rate Interest Payment Date being a "Fixed Rate Period") and (ii) from, and including, June 15, 2026 to, but excluding, the Stated Maturity Date, unless redeemed prior to the Stated Maturity Date, at a rate equal to Three-Month Term SOFR, reset quarterly, plus a spread of 306 basis points, or such other rate as determined pursuant to this Subordinated Note, payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year through the Stated Maturity Date or earlier Redemption Date (each such date, including the Stated Maturity Date, a "Floating Rate Interest Payment Date" and, together with the Fixed Rate Interest Payment Dates, the "Interest Payment Dates," with the period from, and including, June 15, 2026 to, but excluding, the first Floating Rate Interest Payment Date and each successive period from, and including, a Floating Rate Interest Payment Date to, but excluding, the next Floating Rate Interest Payment Date being a "Floating Rate Period"). The amount of interest payable on any Fixed Rate Interest Payment Date during the Fixed Rate Period will be computed on the basis of a 360-day year consisting of twelve 30-day months up to, but excluding June 15, 2026, and, the amount of interest payable on any Floating Rate Interest Payment Date during the Floating Rate Period will be computed on the basis of a 360-day year and the number of days actually elapsed. In the event that any scheduled Interest Payment Date for this

Subordinated Note falls on a day that is not a Business Day, then payment of interest payable on such Interest Payment Date will be paid on the next succeeding day which is a Business Day (any payment made on such date will be treated as being made on the date that the payment was first due and no interest on such payment will accrue for the period from and after such scheduled Interest Payment Date); provided, that in the event that any scheduled Floating Rate Interest Payment Date falls on a day that is not a Business Day and the next succeeding Business Day falls in the next succeeding calendar month, such Floating Rate Interest Payment Date will be the immediately preceding Business Day, and, in each such case, the amounts payable on such Business Day will include interest accrued to, but excluding, such Business Day. All percentages used in or resulting from any calculation of Three-Month Term SOFR shall be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005% rounded up to 0.00001%. Notwithstanding anything to the contrary, (i) in the event the Three-Month Term SOFR (as defined below) is less than zero, the Three-Month Term SOFR shall be deemed to be zero, and (ii) if a Benchmark Transition Event (as defined below) and its related Benchmark Replacement Date (as defined below) have occurred and the Benchmark Replacement (as defined below) is less than zero, then the Benchmark Replacement shall be deemed to be zero.

(a)An "Interest Payment Date" is either a Fixed Interest Payment Date or a Floating Interest Payment Date, as applicable.

(b)	The "Floating Interest Rate" means:
(i)	initially Three-Month Term SOFR (as defined below).
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(ii)	Notwithstanding the foregoing clause (i) of this Section 2(b):
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(1)	If the Calculation Agent determines prior to the relevant Floating Interest Determination Date that a Benchmark Transition Event and its related Benchmark Replacement Date (each of such terms as defined below) have occurred with respect to Three-Month Term SOFR, then the Company shall promptly provide notice of such determination to the Holder and Section 2(c) will thereafter apply to all determinations, calculations and quotations made or obtained for the purposes of calculating the Floating Interest Rate payable on the Subordinated Notes during a relevant Floating Rate Period.
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(2)	However, if the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR, but for any reason the Benchmark Replacement has not been determined as of the relevant Floating Interest Determination Date, the Floating Interest Rate for the applicable Floating Rate Period will be equal to the Floating Interest Rate on the last Floating Interest Determination Date for the Subordinated Notes, as determined by the Calculation Agent.
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(iii)	If the then-current Benchmark is Three-Month Term SOFR and any of the foregoing provisions concerning the calculation of the interest rate and the payment of interest during the Floating Rate Period are inconsistent with any of the Three-Month Term SOFR Conventions (as defined below) determined by the Calculation Agent, then the relevant Three-Month Term SOFR Conventions will apply.
(c)	Effect of Benchmark Transition Event.
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(i)

If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Rate Period in respect of such determination on such date and all determinations on all subsequent dates.

(ii)In connection with the implementation of a Benchmark Replacement, the Calculation Agent will have the right to make Benchmark Replacement Conforming changes from time to time.

(iii)	Any determination, decision or election that may be made by the Calculation Agent pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection:
(1)	will be conclusive and binding absent manifest error;
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(2)	if made by the Company as the Calculation Agent, will be made in the Company's sole discretion;

(3)if made by the Calculation Agent other than the Company, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and

(4)	notwithstanding anything to the contrary in this Subordinated Note, shall become effective without consent from the Holder or any other party.
(iv)	For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof.
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(v)	As used in this Subordinated Note:

1."Benchmark" means, initially, Three-Month Term SOFR; provided that if the Calculation Agent determines on or prior to the Reference Time that a Benchmark Transition Event and its related Benchmark

Replacement Date have occurred with respect to Three-Month Term

SOFR or the then-current Benchmark, then "Benchmark" means the applicable Benchmark Replacement.

"Benchmark Replacement" means the Interpolated Benchmark with respect to the then-current Benchmark, plus the Benchmark Replacement Adjustment for such Benchmark; provided that if (a) the Calculation Agent cannot determine the Interpolated Benchmark as of the Benchmark Replacement Date or (b) the then-current Benchmark is Three-Month Term SOFR and a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR (in which event no Interpolated Benchmark with respect to Three-Month Term SOFR shall be determined), then "Benchmark Replacement" means the first alternative set forth in the order below that can be determined by the Calculation Agent, as of the

Benchmark Replacement Date:

a.	Compounded SOFR;
b.	the sum of: (i) the alternate rate that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (ii) the Benchmark Replacement Adjustment;
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c.the sum of: (i) the ISDA Fallback Rate and (ii) the Benchmark Replacement Adjustment; or

d.	the sum of: (i) the alternate rate that has been selected by the Calculation Agent as the replacement for the then-current Benchmark for the applicable Corresponding Tenor, giving due consideration to any industry-accepted rate as a replacement for the then-current Benchmark for U.S. Dollar denominated floating rate securities at such time and (ii) the Benchmark Replacement Adjustment.

3."Benchmark Replacement Adjustment" means the first alternative set forth in the order below that can be determined by the Calculation Agent, as of the Benchmark Replacement Date:

a.	the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected or recommended by the Relevant

Governmental Body for the applicable Unadjusted Benchmark Replacement;

b.if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment; or

the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Calculation Agent giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. Dollar denominated floating rate securities at such time.

4."Benchmark Replacement Conforming Changes" means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of "Floating Rate Period," timing and frequency of determining rates with respect to each Floating Rate Period and making payments of interest, rounding of amounts or tenors and other administrative matters) that the Calculation

Agent decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Calculation Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Calculation Agent determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Calculation Agent determines is reasonably necessary).

5."Benchmark Replacement Date" means the earliest to occur of the following events with respect to the then-current Benchmark:

a.	in the case of clause (a) of the definition of "Benchmark Transition Event," the relevant Reference Time in respect of any determination;

b.in the case of clause (b) or (c) of the definition of "Benchmark Transition Event," the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or

c.in the case of clause (d) of the definition of "Benchmark Transition Event," the date of the public statement or publication of information referenced therein.

For the avoidance of doubt, for purposes of the definitions of Benchmark Replacement Date and Benchmark Transition Event, references to the Benchmark also include any reference rate underlying

the Benchmark (for example, if the Benchmark becomes Compounded SOFR, references to the Benchmark would include SOFR).

For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.

6."Benchmark Transition Event" means the occurrence of one or more of the following events with respect to the then-current Benchmark:

if the Benchmark is Three-Month Term SOFR, (i) the Relevant Governmental Body has not selected or recommended a forward-looking term rate for a tenor of three months based on SOFR, (ii) the development of a forward-looking term rate for a tenor of three months based on SOFR that has been recommended or selected by the Relevant Governmental Body is not complete or (iii) the Calculation Agent determines that the use of a forward-looking rate for a tenor of three months based on SOFR is not administratively feasible;

a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark;

a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; or

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d.a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative.

7."Business Day" means any day that is not a Saturday or Sunday and that is not a day on which banks in the State of Wyoming are generally authorized or required by law or executive order to be closed.

8."Calculation Agent" means the agent appointed by the Company prior to the commencement of the Floating Rate Period (which may include the Company or any of its Affiliates) to act in accordance with the terms of this Subordinated Note during the Floating Rate Period.

9."Compounded SOFR" means the compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or methodology for this rate, and conventions for this rate being established by the Calculation Agent in accordance with:

a.	the rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for determining Compounded SOFR; provided that:

b.	if, and to the extent that, the Calculation Agent determines that Compounded SOFR cannot be determined in accordance with clause (a) above, then the rate, or methodology for this rate, and

conventions for this rate that have been selected by the Calculation Agent giving due consideration to any industry-accepted market practice for U.S. Dollar denominated floating rate securities at such time.

For the avoidance of doubt, the calculation of Compounded SOFR shall exclude the Benchmark Replacement Adjustment (if applicable) and the spread of 306 basis points per annum.

10."Corresponding Tenor" with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding Business Day adjustment) as the applicable tenor for the then-current Benchmark.

11."Federal Reserve" means the Board of Governors of the Federal Reserve System.

12."Federal Reserve Bank of New York's Website" means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source.

13."Interpolated Benchmark" with respect to the Benchmark means the rate determined for the Corresponding Tenor by interpolating on a linear basis between: (1) the Benchmark for the longest period (for which the Benchmark is available) that is shorter than the Corresponding Tenor and (2) the Benchmark for the shortest period (for which the Benchmark is available) that is longer than the Corresponding Tenor.

14.	"ISDA Definitions" means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.

15."ISDA Fallback Adjustment" means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.

16."ISDA Fallback Rate" means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.

17."Reference Time" with respect to any determination of a Benchmark means (1) if the Benchmark is Three-Month Term SOFR, the time determined by the Calculation Agent after giving effect to the Three-Month Term SOFR Conventions, and (2) if the Benchmark is not Three-Month Term SOFR, the time determined by the Calculation Agent after giving effect to the Benchmark Replacement Conforming Changes.

18."Relevant Governmental Body" means the Federal Reserve and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve and/or the Federal Reserve Bank of New York or any successor thereto.

19."SOFR" means the daily secured overnight financing rate published by the Federal Reserve Bank of New York, as the administrator of the Benchmark (or a successor administrator), on the Federal Reserve Bank of New York's Website (or such successor's website).

20."Term SOFR" means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

21."Term SOFR Administrator" means any entity designated by the Relevant Governmental Body as the administrator of Term SOFR (or a successor administrator).

22."Three-Month Term SOFR" means the rate for Term SOFR for a tenor of three months that is published by the Term SOFR Administrator at the Reference Time for any Floating Rate Period, as determined by the Calculation Agent after giving effect to the Three-Month Term SOFR Conventions.

23.

"Three-Month Term SOFR Conventions" means any determination, decision or election with respect to any technical, administrative or operational matter (including with respect to the manner and timing of the publication of Three-Month Term SOFR, or changes to the definition of "Floating Rate Period", timing and frequency of determining Three-Month Term SOFR with respect to each interest period and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the Calculation Agent decides may be appropriate to reflect the use of Three-Month Term SOFR as the Benchmark in a manner substantially consistent with market practice (or, if the Calculation Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Calculation Agent determines that no market practice for the use of Three-Month Term SOFR exists, in such other manner as the Calculation Agent determines is reasonably necessary).

24."Unadjusted Benchmark Replacement" means the Benchmark Replacement excluding any Benchmark Replacement Adjustment.

3.	Paying Agent and Registrar. The Company or any of its Subsidiaries may act as

Paying Agent or Registrar, and the Company will act as the initial Paying Agent and Registrar. The Company may change any Paying Agent or Registrar from time to time without notice to any Holder. The Company will maintain an office or agency where Subordinated Notes may be presented for registration of transfer or for exchange ("Registrar") and an office or agency where Subordinated Notes may be presented for payment ("Paying Agent"). The Registrar will keep a register of the Subordinated Notes ("Subordinated Note Register") and of their transfer and exchange. The registered Holder of a Subordinated Note as set forth in the Subordinated Note Register will be treated as the owner of the Subordinated Note for all purposes. The Company may appoint one or more co-registrars and one or more additional paying agents. The term "Registrar" includes any co-registrar and the term "Paying Agent" includes any additional paying agent. The Company may change any Paying Agent or Registrar without prior notice to any Holder; provided that no such removal or replacement will be effective until a successor Paying Agent or Registrar will have been appointed by the Company and will have accepted such appointment. There will be only one Subordinated Note Register.

4.	Subordination.

(a)The indebtedness of the Company evidenced by this Subordinated Note, including the principal thereof and interest thereon, shall be subordinate and junior in right of payment to obligations of the Company constituting Senior Indebtedness, and will rank pari passu in right of payment with all other Subordinated Notes. For purposes of this Subordinated Note, "Senior Indebtedness" means any obligation of the Company to its general creditors, whether now outstanding or subsequently created, assumed, guaranteed or incurred, other than any obligation where, in the instrument creating or evidencing the obligation or pursuant to which the obligation is outstanding, it is provided that the obligation is not Senior Indebtedness. Senior Indebtedness includes, without limitation: (i) the principal (and premium, if any) of and interest in respect of indebtedness and obligations of, or guaranteed or assumed by, the Company for borrowed money,

whether or not evidenced by securities, notes, debentures, bonds or other similar instruments issued by the Company, including obligations incurred in connection with the acquisition of property, assets or businesses; (ii) all capital lease obligations of the Company; (iii) all obligations of the Company issued or assumed as the deferred purchase price of property, all conditional sale obligations of the Company and all obligations of the Company under any conditional sale or title retention agreement, but excluding trade accounts payable in the ordinary course of business; (iv) all obligations of the Company arising from off-balance sheet guarantees and direct credit substitutes, including obligations in respect of any letters of credit, bankers' acceptance, security purchase facilities and similar credit transactions; (v) all obligations of the Company associated with derivative products, including obligations in respect of interest rate swap, cap or other agreements, interest rate future or options contracts, currency swap agreements, currency future or option contracts and other similar agreements; (vi) all obligations of the type referred to in clauses

(i) through (v) of other persons for the payment of which the Company is responsible or liable as obligor, guarantor or otherwise; (vii) all obligations of the type referred to in clauses (i) through

(vi) of other persons secured by any lien on any property or asset of the Company whether or not such obligation is assumed by the Company; (viii) any deferrals, renewals or extensions of any obligations of the type referred to in clauses (i) through (vii) above; and (ix) the deposits and liabilities of the Company's majority-owned subsidiary, Bank of Jackson Hole (the "Bank"). Notwithstanding the foregoing, Senior Indebtedness does not include: (A) the Subordinated Notes;

(B) trade accounts payable arising in the ordinary course of business; (C) any indebtedness that by its terms is expressly junior and subordinated to, or ranks on an equal basis with, the Subordinated Notes, or (D) without limiting the generality of the foregoing, any subordinated debentures or junior subordinated debentures, of the Company underlying trust preferred securities issued by subsidiary trusts of the Company (including subsidiary trusts of the Company acquired on or after the date hereof) that are outstanding as of the date hereof or that are issued after the date hereof by any such subsidiary trust of the Company, which subordinated debentures or junior subordinated debentures shall in all cases be junior to the Subordinated Notes.

(b)In the event of liquidation of the Company, holders of Senior Indebtedness of the Company shall be entitled to be paid in full with such interest as may be provided by law before any payment shall be made on account of principal of or interest on this Subordinated Note. Additionally, in the event of any insolvency, dissolution, assignment for the benefit of creditors or any liquidation or winding up of or relating to the Company, whether voluntary or involuntary, holders of Senior Indebtedness shall be entitled to be paid in full before any payment shall be made on account of the principal of or interest on the Subordinated Notes, including this Subordinated Note. In the event of any such proceeding, after payment in full of all sums owing with respect to the Senior Indebtedness, the registered Holders of the Subordinated Notes from time to time, together with the holders of any obligations of the Company ranking on parity with the Subordinated Notes, shall be entitled to be paid from the remaining assets of the Company the unpaid principal thereof, and the unpaid interest thereon before any payment or other distribution, whether in cash, property or otherwise, shall be made (i) with respect to any obligation that by its terms expressly is junior to in the right of payment to the Subordinated Notes, (ii) with respect to any junior subordinated debentures of the Company (underlying the outstanding trust preferred securities) described in Section 4(a)(D) above to which this Subordinated Note shall be senior, (iii) with respect to any indebtedness between the Company and any of its Subsidiaries or Affiliates or

(iv) on account of any shares of capital stock of the Company.

(c)If there shall have occurred and be continuing (i) a default in any payment with respect to any Senior Indebtedness or (ii) an event of default with respect to any Senior Indebtedness as a result of which the maturity thereof is accelerated, unless and until such payment default or event of default shall have been cured or waived or shall have ceased to exist, no payments shall be made by the Company with respect to the Subordinated Notes. The provisions of this paragraph shall not apply to any payment with respect to which the immediately preceding paragraph of this Section 4 (Subordination) would be applicable.

(d)Nothing herein shall act to prohibit, limit or impede the Company from issuing additional debt of the Company having the same rank as the Subordinated Notes or which may be junior or senior in rank to the Subordinated Notes. Each Holder, by its acceptance hereof, further acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration for each holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired before or after the issuance of the Subordinated Notes, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness, and such holder of Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold or in continuing to hold such Senior Indebtedness.

5.	Redemption.

(a)The Company may, at its option, on any Interest Payment Date on or after June 15, 2026, redeem this Subordinated Note, in whole or in part, without premium or penalty, but in all cases in a principal amount with integral multiples of $1,000. In addition, the Company may redeem all, but not a portion of the Subordinated Notes, at any time upon the occurrence of a Tier 2 Capital Event, Tax Event or an Investment Company Event. Any redemption of this Subordinated Note shall be subject to the prior approval of the Federal Reserve (or its designee) or any successor agency, and any other bank regulatory agency, to the extent such approval shall then be required by law, regulation or policy. This Subordinated Note is not subject to redemption at the option of the Holder. The Redemption Price with respect to any redemption permitted under this Subordinated Note will be equal to 100% of the principal amount of this Subordinated Note, or portion thereof, to be redeemed, plus accrued but unpaid interest, if any, thereon to, but excluding, the Redemption Date. "Tier 2 Capital Event" means the receipt by the Company of an opinion of counsel to the Company to the effect that there is a material risk that the Subordinated Note no longer qualifies as "Tier 2" Capital (as defined by the Federal Reserve) (or its then equivalent) as a result of a change in interpretation or application of law or regulation by any judicial, legislative or regulatory authority that becomes effective after the date of issuance of this Subordinated Note. "Tax Event" means the receipt by the Company of an opinion of counsel to the Company that as a result of any amendment to, or change (including any final and adopted (or enacted) prospective change) in, the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein, or as a result of any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, there is a material risk that interest payable by the Company on the Subordinated Notes is not, or within one hundred and twenty (120) calendar days after the receipt of such opinion will not be, deductible by the Company, in whole or in part, for U.S. federal income tax purposes. "Investment Company Event" means the receipt by the Company of an opinion of counsel to the Company to the effect that there is a material risk that the Company is or, within one hundred and twenty (120) calendar days after the receipt of such opinion will be,

required to register as an investment company pursuant to the Investment Company Act of 1940, as amended.

(b)If less than the then outstanding principal amount of this Subordinated Note is redeemed, (i) a new note shall be issued representing the unredeemed portion without charge to the Holder thereof and (ii) such redemption shall be effected on a pro rata basis as to the Holders. For purposes of clarity, upon a partial redemption, a like percentage of the principal amount of every Subordinated Note held by every Holder shall be redeemed.

(c)In the case of any redemption of this Subordinated Note pursuant to this Section 5 (Redemption), the Company will give the Holder hereof notice of redemption, which notice shall indicate the aggregate principal amount of Subordinated Notes to be redeemed, not less than thirty (30) nor more than forty-five (45) calendar days prior to the redemption date. If notice of redemption has been duly given and notwithstanding that any Subordinated Notes so called for redemption have not been surrendered for cancellation, on and after the Redemption Date interest shall cease to accrue on all Subordinated Notes so called for redemption, all Subordinated Notes so called for redemption shall no longer be deemed outstanding and all rights with respect to such Subordinated Notes shall forthwith on such Redemption Date cease and terminate (unless the Company shall default in the payment of the redemption price), except only the right of the Holder thereof to receive the amount payable on such redemption, without interest.

6.Events of Default; Acceleration. If an Event of Default (as defined below) under subsection (a), (b) or (c) of this Section 6 occurs, then the principal amount of all of the then outstanding Subordinated Notes, and accrued and unpaid interest, if any, on all outstanding Subordinated Notes will become and be immediately due and payable without any declaration or other act on the part of the Holder, and the Company waives demand, presentment for payment, notice of nonpayment, notice of protest, and all other notices. Except as set forth in the preceding sentence, the Holder shall not have any right to accelerate the Stated Maturity Date of the Subordinated Notes or to otherwise make the principal of, and any accrued and unpaid interest on, the Subordinated Notes, immediately due and payable. An "Event of Default" means any one of the following events (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or in accordance with any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body):

(a)the entry by a court having jurisdiction in the premises of (i) a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (ii) a decree or order adjudging the Company bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days;

similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company or of any substantial part of its property or the taking of corporate action by the Company in furtherance of any such action; or

(c)(i) the appointment by a competent government agency having primary regulatory authority over any Subsidiary that is organized as a banking organization under federal or state law and that represents 50% or more of the consolidated assets of the Company determined as of the date of the most recent audited financial statements of the Company (a "Major Constituent Bank") under any applicable federal or state banking, insolvency or similar law now or hereafter in effect of a receiver of any such Major Constituent Bank,or

(ii) the entry of a decree or order in any case or proceeding under any applicable federal or state banking, insolvency or other similar law now or hereafter in effect appointing any receiver of any Major Constituent Bank.

7.Failure to Make Payments. If the Company fails to make any payment of interest on this Subordinated Note when such interest becomes due and payable and such default continues for a period of 30 days, or if the Company fails to make any payment of the principal of this Subordinated Note when such principal becomes due and payable, the Holders may (if such principal or interest remains unpaid following delivery by such Holders of notice to the Company) institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company and collect the amounts adjudged or decreed to be payable in the manner provided by law. Any such failure by the Company to pay interest or principal as provided above shall constitute an "Event of Default" for purposes of this Subordinated Note; provided, however, notwithstanding anything in this Subordinated Note to the contrary, the failure to make payments alone shall not result in or give rise to any right to accelerate this Subordinated Note absent an Event of Default under subsection (a), (b) or (c) of Section 6.

Upon the occurrence of an Event of Default, until such Event of Default is cured by the Company or waived by the Holders in accordance with Section 14 and except as required by any federal or state Governmental Agency, the Company shall not (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock; (b) make any payment of principal of, or interest or premium, if any, on, or repay, repurchase or redeem any of the Company's indebtedness that ranks equal with or junior to the Subordinated Notes; or (c) make any payments under any guarantee that ranks equal with or junior to the Subordinated Notes, other than (i) any dividends or distributions in shares of, or

of the Company's capital stock or the exchange or conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock; (iv) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; or

(v) purchases of any class of the Company's common stock related to the issuance of common stock or rights under any benefit plans for the Company's or its Affiliate's directors, officers or employees or any of the Company's dividend reinvestment plans or employee stock purchase plans; or (vi) the grant or award of, the lapse of restrictions with respect to, or the issuance, acquisition or withholding of shares of any class of the Company's common stock upon the exercise or settlement of (including the satisfaction of tax withholding obligations associated with) options, warrants, grants, awards or rights under any Company stock option or equity incentive plan (the foregoing clauses (i) through (v) are collectively referred to as the "Permitted Dividends").

8.	Affirmative Covenants of the Company.

(a)Notice of Certain Events. To the extent permitted by applicable statute, rule or regulation, the Company shall provide written notice to the Holders of the occurrence of any of the following events as soon as practicable, but in no event later than fifteen (15) Business Days following the Company becoming aware of the occurrence of such event:

(i)The Company or the Bank become less than "well-capitalized" as defined under the then applicable regulatory capital standards;

(ii)The Company, or any of the Company's Subsidiaries or any officer of the Company (in such capacity), becomes subject to any formal, written regulatory enforcement action (as defined by the applicable federal and state regulatory agency);

(iii)The dollar amount of any nonperforming assets (excluding troubled debt restructurings) of the Company on a consolidated basis as of the end of a given fiscal quarter exceeds three percent (3%) of total assets; or

(v) There is a change in ownership of 25% or more of the outstanding securities of the Company entitled to vote for the election of directors.

(b)Payment of Principal and Interest. The Company covenants and agrees for the benefit of the Holder that it will duly and punctually pay the principal of, and interest on, this Subordinated Note, in accordance with the terms hereof.

(c)Maintenance of Office. The Company will maintain an office or agency in the State of Wyoming where Subordinated Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Subordinated Notes may be served.

State of Wyoming. The Company will give prompt written notice to the Holders of any such designation or rescission and of any change in the location of any such other office or agency.

(d)Corporate Existence. The Company will do or cause to be done all things necessary to preserve and keep in full force and effect: (i) the corporate existence of the Company;

(ii) the existence (corporate or other) of each Subsidiary; and (iii) the rights (constituent governing documents and statutory), licenses and franchises of the Company and each of its Subsidiaries; provided, however, that the Company will not be required to preserve the existence (corporate or other) of any of its Subsidiaries or any such right, license or franchise of the Company or any of its Subsidiaries if the Board of Directors of the Company determines that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries taken as a whole and that the loss thereof will not be disadvantageous in any material respect to the Holders.

(e)Maintenance of Properties. The Company will, and will cause each Subsidiary to, cause all its properties used or useful in the conduct of its business to be maintained and kept in good condition, repair and working order, ordinary wear and tear excepted, and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section 8(e) will prevent the Company or any Subsidiary from discontinuing the operation and maintenance of any of their respective properties if such discontinuance is, in the reasonable judgment of the Board of Directors of the Company or of any Subsidiary, as the case may be, desirable in the conduct of its business.

(f)Tier 2 Capital. Whether or not the Company is subject to consolidated capital requirements under applicable regulations of the Federal Reserve, if all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the limitation imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the Stated Maturity Date of the Subordinated Notes, the Company will immediately notify the Holder, and thereafter, subject to the Company's right to redeem the Subordinated Notes under such circumstances pursuant to the terms of the Subordinated Notes, if requested by the Company, the Company and the Holder will work together in good faith to execute and deliver all agreements as reasonably necessary in order to restructure the applicable portions of the obligations evidenced by the Subordinated Notes to qualify as Tier 2 Capital; provided, however, that nothing in this Section 8(f) shall limit the Company's right to redeem the Subordinated Notes upon the occurrence of a Tier 2 Capital Event or other rights to redeem the Subordinated Notes as set forth in Section 5.

(g)Compliance with Laws. The Company shall comply with the requirements of all laws, regulations, orders and decrees applicable to it or its properties, except for such noncompliance that would not reasonably be expected to result in a Material Adverse Effect on the Company taken as a whole.

(h)Taxes and Assessments. The Company shall punctually pay and discharge all material taxes, assessments, and other governmental charges or levies imposed upon it or upon its income or upon any of its properties; provided, that no such taxes, assessments or other governmental charges need be paid if they are being contested in good faith by the Company.

(i)	Limitation on Dividends. The Company shall not declare or pay any

dividend or make any distribution on capital stock or other equity securities of any kind of the Company if the Company is not "well capitalized" for regulatory purposes immediately prior to the declaration of such dividend or distribution, except for Permitted Dividends.

(i)Company Statement as to Compliance. The Company will deliver to the Holders, within 120 days after the end of each fiscal year, an Officers' Certificate covering the preceding calendar year, stating whether or not, to the best of his or her knowledge, the Company is in default in the performance and observance of any of the terms, provisions and conditions of the Note Purchase Agreement and this Subordinated Note (without regard to notice requirements or periods of grace) and if the Company will be in default, specifying all such defaults and the nature and status thereof of which he or she may have knowledge.

(k) Transfer of Voting Stock. The Company will not, nor will it permit the Bank to, directly or indirectly, sell, assign, transfer or otherwise dispose of any shares of, securities convertible into, or options, warrants or rights to subscribe for or purchase shares of, Voting Stock (as defined below) of the Bank or any successor thereof or any Subsidiary of the Company that is a depository institution and that has consolidated assets equal to 30% or more of the Company's consolidated assets ("Material Subsidiary"), nor will the Company permit the Material Subsidiary to issue any shares of, or securities convertible into, or options, warrants or rights to subscribe for or purchase shares of, Voting Stock of the Material Subsidiary if, in each case, after giving effect to any such transaction and to the issuance of the maximum number of shares of Voting Stock of the Material Subsidiary issuable upon the exercise of all such convertible securities, options, warrants or rights, the Company would cease to own, directly or indirectly, at least 80% of the issued and outstanding Voting Stock of the Material Subsidiary.

"Voting Stock" means outstanding shares of capital stock having voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power because of default in dividends or other default.

(1)	Financial Statements.

(i)Not later than forty-five (45) days following the end of each fiscal quarter for which the Company has not submitted a Consolidated Financial Statements for Holding Companies Reporting Form FR Y-9SP to the Federal Reserve (or equivalent applicable Federal Reserve form), upon request, the Company shall provide the Holders with a copy of the Company's unaudited parent company only balance sheet and statement of income (loss) for and as of the end of such immediately preceding fiscal quarter, prepared in accordance with past practice. Quarterly financial statements, if required herein, shall be unaudited and need not comply with GAAP.

(ii)Upon request, not later than one hundred and twenty (120) days from the end of each fiscal year, the Company shall provide the Holders with copies of the Company's audited financial statements consisting of the consolidated balance sheet of the Company as of the fiscal year end and the related statements of income (loss) and retained earnings, stockholders' equity accordance with GAAP applied on a consistent basis throughout the period involved.

9.Merger or Sale of Assets. The Company shall not merge into another entity, effect a Change in Bank Control (as defined below) or convey, transfer or lease substantially all of its properties and assets to any person, unless:

(a)the continuing entity into which the Company is merged or the person which acquires by conveyance or transfer or which leases all or substantially all of the properties and assets of the Company shall be a corporation, association or other legal entity organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and expressly assumes the due and punctual payment of the principal of and any premium and interest on the Subordinated Notes according to their terms, and the due and punctual performance of all covenants and conditions hereof on the part of the Company to be performed or observed; provided, however, that no express assumption shall be required by any successor by merger to the Company to the extent such legal successor assumes the Company's obligations hereunder by operation of law; and

(b)immediately after giving effect to such transaction, no Event of Default (as defined above), and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing.

"Change in Bank Control" means the sale, transfer, lease or conveyance by the Company, or an issuance of equity securities by the Bank, other than to the Company, in either case resulting in ownership by the Company of less than 80% of the Bank.

10.Denominations, Transfer, Exchange. The Subordinated Notes are issuable only in registered form without interest coupons in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof. The transfer of this Subordinated Note may be registered and this Subordinated Note may be exchanged as provided herein. Upon surrender or presentation of this Subordinated Note for exchange or registration of transfer, the Company shall execute and deliver in exchange therefor a Subordinated Note or Subordinated Notes of like aggregate principal

surrendered for registration of transfer or for exchange shall be duly endorsed and accompanied

by a written instrument of transfer in such form as is attached hereto and incorporated herein (and such other documents reasonably requested by the Company), duly executed by such Holder or its attorney duly authorized in writing, with such tax identification number (including, without limitation, an appropriate and properly executed Internal Revenue Service Form W-9 or appropriate type of Form W-8) or other information for each Person in whose name a Subordinated Note is to be issued, and accompanied by evidence of compliance with any restrictive legend(s) appearing on such Subordinated Note or Subordinated Notes as the Company may reasonably request to comply with applicable law. No exchange or registration of transfer of this Subordinated Note shall be made on or after (a) the 15th day immediately preceding the Stated Maturity Date, or (b) the due delivery of notice of redemption.

11.Charges and Transfer Taxes. No service charge will be made for any registration of transfer or exchange of this Subordinated Note, or any redemption or repayment of this Subordinated Note, or any conversion or exchange of this Subordinated Note for other types of securities or property, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of this Subordinated Note from the Holder requesting such transfer or exchange.

12.Payment Procedures. The Company will act as the initial Paying Agent and Registrar. The Company may appoint a new or change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity. Payment of the principal and interest payable on the Stated Maturity Date will be made by check, or by Automated Clearing House (ACH) transfer or by wire transfer in immediately available funds to a bank account in the U.S. designated by the Holder if such Holder shall have previously provided wire instructions to the Company (or provided that the Paying Agent will have received written notice of such account designation at least five Business Days prior to the date of such payment) upon presentation and surrender of this Subordinated Note to the Paying Agent, or at such other place or places as the Company or the Paying Agent shall designate by notice to the Holders, provided that this Subordinated Note is presented to the Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of interest (other than interest payable on the Stated Maturity Date) shall be made on each Interest Payment Date by wire transfer in immediately available funds (provided that the Paying Agent will have received written notice of such account designation at least five Business Days prior to the date of such payment) or check mailed to the registered Holder, as such person's address appears on Subordinated Note Register. Interest payable on any Interest Payment Date shall be payable to the Holder in whose name this Subordinated Note is registered at the close of business on the fifteenth (15th) calendar day prior to the applicable Interest Payment Date, without regard to whether such date is a Business Day (such date being referred to herein as the "Regular Record Date"), except that interest not paid on the Interest Payment Date, if any, will be paid to the Holder in whose name this Subordinated Note is registered at the close of business on a special record date fixed by the Company (a "Special Record Date"), notice of which shall be given to the Holder not less than 10 calendar days prior to such Special Record Date. (The Regular Record

Date and Special Record Date are referred to herein collectively as the "Record Dates"). To the extent permitted by applicable law, interest shall accrue, at the rate at which interest accrues on the principal of this Subordinated Note, on any amount of principal or interest on this Subordinated Note not paid when due. All payments on this Subordinated Note shall be applied first against interest due hereunder; and then against principal due hereunder. The Holder acknowledges and agrees that the payment of all or any portion of the outstanding principal amount of this Subordinated Note and all interest hereon shall be pari passu in right of payment and in all other respects to the other Subordinated Notes. In the event that the Holder receives payments in excess of its pro rata share of the Company's payments to the Holders of all of the Subordinated Notes, then the Holder shall hold in trust all such excess payments for the benefit of the Holders of the other Subordinated Notes and shall pay such amounts held in trust to such other Holders upon demand by such Holders.

13.Persons Deemed Owners. The Company, Paying Agent and Registrar, and any other agent of the Company, may treat the Person in whose name this Subordinated Note is registered as the owner hereof as set forth in the Subordinated Note Register for all purposes, whether or not this Subordinated Note is overdue, and neither the Company, Paying Agent nor Registrar, nor any such other agent, will be affected by notice to the contrary.

14.	Amendments: Waivers.

(a)The Note Purchase Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Subordinated Notes at any time by the Company and the Holders of a majority in principal amount of the then outstanding Subordinated Notes. The Note Purchase Agreement also contains provisions permitting the Holders of specified percentages in principal amount of the then outstanding Subordinated Notes, on behalf of the holders of all Subordinated Notes, to waive past defaults under the Note Purchase Agreement and their consequences. Any such consent or waiver by the Holder of this Subordinated Note will be conclusive and binding upon such Holder and upon all future holders of this Subordinated Note and of any Subordinated Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Subordinated Note. Any insured depository institution which shall be a Holder or which otherwise shall have any beneficial ownership interest in this Subordinated Note shall, by its acceptance of such Subordinated Note (or beneficial interest therein), be deemed to have waived any right of offset with respect to the indebtedness evidenced thereby.

(b)No waiver or amendment of any term, provision, condition, covenant or agreement in the Subordinated Notes shall be effective except with the consent of the Holders holding not less than more than fifty percent (50%) in aggregate principal amount (excluding any Subordinated Notes held by the Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each Holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of any Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; (iv) change the currency in which payment of the obligations of the Company under the Subordinated Notes are to be made;

(v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes

required to approve any amendment of the Subordinated Notes, (vi) make any changes to Section

7 (Failure to Make Payments) that adversely affects the rights of any Holder; or (vii) disproportionately affect any of the Holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, the Company may amend or supplement the Subordinated Notes without the consent of the Holders to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any Holder. No failure to exercise or delay in exercising, by any Holder, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law, except as restricted hereby. The rights and remedies provided in this Subordinated Note are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on the Company in any case shall, in itself, entitle the Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Holders to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by the Holders to or of any breach or default by the Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of the Company hereunder. Failure on the part of the Holders to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Holders of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by the Company.

15.No Impairment. No reference herein to the Note Purchase Agreement and no provision of this Subordinated Note or of the Note Purchase Agreement will alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal and interest of this Subordinated Note at the Stated Maturity Date.

16.No Sinking Fund: No Convertibility. This Subordinated Note is not entitled to the benefit of any sinking fund. This Subordinated Note is not convertible into or exchangeable for any of the equity securities, other securities or assets of the Company or any Subsidiary.

17.No Recourse Against Others. No recourse under or upon any obligation, covenant or agreement contained in the Note Purchase Agreement or in this Subordinated Note, or for any claim based thereon or otherwise in respect thereof, will be had against any past, present or future shareholder, employee, officer, or director, as such, of the Company or of any predecessor or successor, either directly or through the Company or any predecessor or successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of this Subordinated Note by the Holder and as part of the consideration for the issuance of this Subordinated Note.

18.Further Issuances. The Company may, without the consent of the Holders, create and issue additional notes having the same terms and conditions of the Subordinated Notes (except for the date of issuance and issue price) so that such further notes shall be consolidated and form a single series with the Subordinated Notes.

19.Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM(= tenants in common), TEN ENT(= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gifts to Minors Act). Additional abbreviations may also be used though not in the above list.

20.Notices. All notices and requests by the Holder to the Company under this Subordinated Note shall be in writing and addressed to the Company at Bancshares of Jackson Hole Incorporated, 990 West Broadway, Jackson, Wyoming 83001, Attention: Thomas A. Biolchini, or to such other address as the Company may notify to the Holder provided that no change in address of the Company shall be effective until five (5) Business Days after being given to the Holder. All notices to the Holder under this Subordinated Note shall be in writing and addressed to the Holder as set forth on its signature page to the Note Purchase Agreement, or to such other address as the Holder may notify to the Company provided that no change in address of the Holder shall be effective until five (5) Business Days after being given to the Company. Any notice given in accordance with the foregoing shall be deemed given when delivered personally or, if mailed, three (3) Business Days after it shall have been deposited in the United States mails as aforesaid or, if sent by overnight courier, the Business Day following the date of delivery to such courier (provided next business day delivery was requested).

21.Successors and Assigns. This Subordinated Note shall be binding upon the Company and inure to the benefit of the Company and the Holder and their respective successors and permitted assigns. The Holder may assign all, or any part of, or any interest in, the Holder's rights and benefits hereunder only to the extent and in the manner permitted by the terms of this Subordinated Note, the Note Purchase Agreement, and under applicable securities laws and regulations. To the extent of any such assignment, such assignee shall have the same rights and benefits against the Company and shall agree to be bound by and to comply with the terms and conditions of the Note Purchaser Agreement as it would have had if it were a Holder hereunder.

22.Governing Law: Interpretation. THIS SUBORDINATED NOTE WILL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY LAWS OR PRINCIPLES OF CONFLICT OF LAWS THAT WOULD APPLY THE LAWS OF A DIFFERENT JURISDICTION. THIS SUBORDINATED NOTE IS INTENDED TO MEET THE CRITERIA FOR QUALIFICATION OF THE OUTSTANDING PRINCIPAL AS TIER 2 CAPITAL UNDER THE REGULATORY GUIDELINES OF THE FEDERAL RESERVE, AND THE TERMS HEREOF SHALL BE INTERPRETED IN A MANNER TO SATISFY SUCH INTENT.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Subordinated Note to be duly executed.

BANCSHARES****OF **** JACKSON **** HOLE **** INCORPORATED

By: /s/ Thomas A. Biolchini

Name: Thomas A. Biolchini

Title: President and COO

[Signature Page to Definitive Subordinated Note]

ASSIGNMENT **** FORM

To assign this Subordinated Note, fill in the form below: (I) or (we) assign and transfer this Subordinated Note to:

(Print or type assignee's name, address and zip code)

(Insert assignee's social security or tax I.D. No.)

and irrevocably appoint agent to transfer this Subordinated Note on the books of the Company. The agent may substitute another to act for him.

Date: Your signature:

(Sign exactly as your name appears on the face of this Subordinated Note)

Tax Identification No:

Signature Guarantee: (Signatures must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")).

The undersigned certifies that it [is / is not] an Affiliate of the Company and that, to its knowledge, the proposed transferee [is/ is not] an Affiliate of the Company. "Affiliate" means, with respect to any Person, such Person's immediate family members, partners, members or parent and subsidiary corporations, and any other Person directly or indirectly controlling, controlled by, or under common control with said Person and their respective Affiliates. "Person" means an individual, a corporation (whether or not for profit), a partnership, a limited liability company, a joint venture, an association, a trust, an unincorporated organization, a government or any department or agency thereof or any other entity or organization.

In connection with any transfer or exchange of this Subordinated Note occurring prior to the date that is one year after the later of the date of original issuance of this Subordinated Note and the last date, if any, on which this Subordinated Note was owned by the Company or any Affiliate of the Company, the undersigned confirms that this Subordinated Note is being:

CHECK ONE BOX BELOW:

□	(1)acquired for the undersigned's own account, without transfer;

☐(2)transferred to the Company;

☐(3)transferred in accordance and in compliance with Rule 144A under the Securities Act of 1933, as amended (the "Securities Act");

□	(4)transferred under an effective registration statement under the Securities Act;

□(5)transferred in accordance with· and in compliance with Regulation S under the Securities Act;

□	(6)transferred to an institutional "accredited investor" (as defined in Rule 501(a)(l), (2),

(3) or (7) under the Securities Act) or an "accredited investor" (as defined in Rule 501(a)(4) under the Securities Act), that has furnished a signed letter containing certain representations and agreements; or

□(7)transferred in accordance with another available exemption from the registration requirements of the Securities Act.

Unless one of the boxes is checked, the Paying Agent will refuse to register this Subordinated Note in the name of any person other than the registered Holder thereof; provided, however, that if box (5), (6) or (7) is checked, the Paying Agent may require, prior to registering any such transfer of this Subordinated Note, in its sole discretion, such legal opinions, certifications and other information as the Paying Agent may reasonably request to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act such as the exemption provided by Rule 144 under such Act.

Signature:

TO BE COMPLETED BY PURCHASER IF BOX (1) OR (3) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Subordinated Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Date: Signature:

Exhibit **** 10.16

BANCSHARES **** OF **** JACKSON **** HOLE **** INCORPORATED

3.75% **** FIXED-TO-FLOATING **** RATE **** SUBORDINATED **** NOTE **** DUE **** 2031

ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED,.,

SOLD OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO, AND IN ACCORDANCE

WITH, A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT AT THE TIME OF SUCH TRANSFER; (B) TO A PERSON THAT YOU REASONABLY BELIEVE TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR TO A PERSON THAT YOU REASONABLY BELIEVE TO BE AN INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(l ), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT; OR (C) UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING, IF AVAILABLE, THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT), AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS, AS EVIDENCED BY AN OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED.

THE INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY OR FUND.

50716.0001 137284vl

AFFILIATES OR (III) ON ACCOUNT OF ANY SHARES OF CAPITAL STOCK OF THE COMPANY.

THIS SUBORDINATED NOTE WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SUBORDINATED NOTE IN A DENOMINATION OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SUBORDINATED NOTE FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF PAYMENTS ON THIS SUBORDINATED NOTE, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SUBORDINATED NOTE.

CERTAIN **** ERISA **** CONSIDERATIONS:

THE HOLDER OF THIS SUBORDINATED NOTE, OR ANY INTEREST HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH A "PLAN"), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD THIS SUBORDINATED NOTE OR ANY INTEREST HEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SUBORDINATED NOTE, OR ANY INTEREST HEREIN, ARE NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE AND HOLDING. ANY PURCHASER OR HOLDER OF THIS SUBORDINATED NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER: (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN TO WHICH TITLE I OF ERISA OR SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLANS, OR ANY OTHER PERSON OR ENTITY USING THE "PLAN ASSETS" OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLANS TO FINANCE SUCH PURCHASE OR (ii) SUCH PURCHASE OR HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH FULL EXEMPTIVE RELIEF IS NOT AVAILABLE UNDER APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

ANY **** FIDUCIARY OF **** ANY **** PLAN **** WHO **** IS **** CONSIDERING THE **** ACQUISITION OF **** THIS SUBORDINATED **** NOTE **** OR **** ANY **** INTEREST **** HEREIN **** SHOULD **** CONSULT WITH **** HIS **** OR HER **** LEGAL **** COUNSEL **** PRIOR **** TO **** ACQUIRING THIS **** SUBORDINATED **** NOTE **** OR **** ANY INTEREST HEREIN.

No. 2031- 02CUSIP Accredited Investors: 059760 AB4

BANCSHARES **** OF **** JACKSON **** HOLE **** INCORPORATED

3.75% **** FIXED-TO-FLOATING **** RATE **** SUBORDINATED **** NOTE **** DUE **** 2031

2.Payment. The Company, for value received, promises to pay to NBC OKLAHOMA, the principal sum of FIVE MILLION DOLLARS (U.S.) ($5,000,000), plus accrued but unpaid interest on June 15, 2031 ("Stated Maturity Date"), unless redeemed prior to such date, and to pay interest thereon (i) from and including June 2, 2021, to, but excluding, June 15, 2026 or earlier date of redemption contemplated by Section 5 (the "Redemption Date"), at a rate of 3.75% per annum, semi-annually in arrears on June 15 and December 15 of each year, commencing December 15, 2021 (each such date, a "Fixed Rate Interest Payment Date," with the period from, and including, June 2, 2021 to, but excluding, the first Fixed Rate Interest Payment Date and each successive period from, and including, a Fixed Rate Interest Payment Date to, but excluding, the next Fixed Rate Interest Payment Date being a "Fixed Rate Period") and (ii) from, and including, June 15, 2026 to, but excluding, the Stated Maturity Date, unless redeemed prior to the Stated Maturity Date, at a rate equal to Three-Month Term SOFR, reset quarterly, plus a spread of 306 basis points, or such other rate as determined pursuant to this Subordinated Note, payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year through the Stated Maturity Date or earlier Redemption Date (each such date, including the Stated Maturity Date, a "Floating Rate Interest Payment Date" and, together with the Fixed Rate Interest Payment Dates, the "Interest Payment Dates," with the period from, and including, June 15, 2026 to, but excluding, the first Floating Rate Interest Payment Date and each successive period from, and including, a Floating Rate Interest Payment Date to, but excluding, the next Floating Rate Interest Payment Date being a "Floating Rate Period"). The amount of interest payable on any Fixed Rate Interest Payment Date during the Fixed Rate Period will be computed on the basis of a 360-day year consisting of twelve 30-day months up to, but excluding June 15, 2026, and, the amount of interest payable on any Floating Rate Interest Payment Date during the Floating Rate Period will be computed on the basis of a 360-day year and the number of days actually elapsed. In the event that any scheduled Interest Payment Date for this Subordinated Note falls on a day that is not a

Business Day, then payment of interest payable on such Interest Payment Date will be paid on the next succeeding day which is a Business Day (any payment made on such date will be treated as being made on the date that the payment was first due and no interest on such payment will accrue for the period from and after such scheduled Interest Payment Date); provided, that in the event that any scheduled Floating Rate Interest Payment Date falls on a day that is not a Business Day and the next succeeding Business Day falls in the next succeeding calendar month, such Floating Rate Interest Payment Date will be the immediately preceding Business Day, and, in each such case, the amounts payable on such Business Day will include interest accrued to, but excluding, such Business Day. All percentages used in or resulting from any calculation of Three-Month Term SOFR shall be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005% rounded up to 0.00001%. Notwithstanding anything to the contrary, (i) in the event the Three-Month Term SOFR (as defined below) is less than zero, the Three-Month Term SOFR shall be deemed to be zero, and (ii) if a Benchmark Transition Event (as defined below) and its related Benchmark Replacement Date (as defined below) have occurred and the Benchmark Replacement (as defined below) is less than zero, then the Benchmark Replacement shall be deemed to be zero.

(a)An "Interest Payment Date" is either a Fixed Interest Payment Date or a Floating Interest Payment Date, as applicable.

(b)	The "Floating Interest Rate" means:
(i)	initially Three-Month Term SOFR (as defined below).
---	---
(ii)	Notwithstanding the foregoing clause (i) of this Section 2(b):
---	---
(1)	If the Calculation Agent determines prior to the relevant Floating Interest Determination Date that a Benchmark Transition Event and its related Benchmark Replacement Date (each of such terms as defined below) have occurred with respect to Three-Month Term SOFR, then the Company shall promptly provide notice of such determination to the Holder and Section 2(c) will thereafter apply to all determinations, calculations and quotations made or obtained for the purposes of calculating the Floating Interest Rate payable on the Subordinated Notes during a relevant Floating Rate Period.
---	---
(2)	However, if the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR, but for any reason the Benchmark Replacement has not been determined as of the relevant Floating Interest Determination Date, the Floating Interest Rate for the applicable Floating Rate Period will be equal to the Floating Interest Rate on the last Floating Interest Determination Date for the Subordinated Notes, as determined by the Calculation Agent.
---	---

(iii)	If the then-current Benchmark is Three-Month Term SOFR and any of the foregoing provisions concerning the calculation of the interest rate and the payment of interest during the Floating Rate Period are inconsistent with any of the Three-Month Term SOFR Conventions (as defined below) determined by the Calculation Agent, then the relevant Three-Month Term SOFR Conventions will apply.
(c)	Effect of Benchmark Transition Event.
---	---
(i)	If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Rate Period in respect of such determination on such date and all determinations on all subsequent dates.
---	---
(ii)	In connection with the implementation of a Benchmark Replacement, the Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time.
---	---
(iii)	Any determination, decision or election that may be made by the Calculation Agent pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection:
---	---
(1)	will be conclusive and binding absent manifest error;
---	---
(2)	if made by the Company as the Calculation Agent, will be made in the Company's sole discretion;
---	---
(3)	if made by the Calculation Agent other than the Company, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and
---	---
(4)	notwithstanding anything to the contrary in this Subordinated Note, shall become effective without consent from the Holder or any other party.
---	---
(iv)	For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof.
---	---

(v)	As used in this Subordinated Note:
1.	"Benchmark" means, initially, Three-Month Term SOFR; provided that if the Calculation Agent determines on or prior to the Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR or the then-current Benchmark, then "Benchmark" means the applicable Benchmark Replacement.
---	---
2.	"Benchmark Replacement" means the Interpolated Benchmark with respect to the then-current Benchmark, plus the Benchmark Replacement Adjustment for such Benchmark; provided that if (a) the Calculation Agent cannot determine the Interpolated Benchmark as of the Benchmark Replacement Date or (b) the then-current Benchmark is Three-Month Term SOFR and a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR (in which event no Interpolated Benchmark with respect to Three-Month Term SOFR shall be determined), then "Benchmark Replacement" means the first alternative set forth in the order below that can be determined by the Calculation Agent, as of the Benchmark Replacement Date:
---	---
a.	Compounded SOFR;
---	---
b.	the sum of: (i) the alternate rate that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (ii) the Benchmark Replacement Adjustment;
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c.	the sum of: (i) the ISDA Fallback Rate and (ii) the Benchmark Replacement Adjustment; or
---	---
d.	the sum of: (i) the alternate rate that has been selected by the Calculation Agent as the replacement for the then-current Benchmark for the applicable Corresponding Tenor, giving due consideration to any industry-accepted rate as a replacement for the then-current Benchmark for U.S. Dollar denominated floating rate securities at such time and (ii) the Benchmark Replacement Adjustment.
---	---

3."Benchmark Replacement Adjustment" means the first alternative set forth in the order below that can be determined by the Calculation Agent, as of the Benchmark Replacement Date:

a.	the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected or recommended by the Relevant

Governmental Body for the applicable Unadjusted Benchmark Replacement;

b.	if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment; or
c.	the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Calculation Agent giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. Dollar denominated floating rate securities at such time.
---	---
4.	"Benchmark Replacement Conforming Changes" means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of "Floating Rate Period," timing and frequency of determining rates with respect to each Floating Rate Period and making payments of interest, rounding of amounts or tenors and other administrative matters) that the Calculation Agent decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Calculation Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Calculation Agent determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Calculation Agent determines is reasonably necessary).
---	---

5."Benchmark Replacement Date" means the earliest to occur of the following events with respect to the then-current Benchmark:

a.	in the case of clause (a) of the definition of "Benchmark Transition Event," the relevant Reference Time in respect of any determination;
b.	in the case of clause (b) or (c) of the definition of "Benchmark Transition Event," the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or
---	---
c.	in the case of clause (d) of the definition of "Benchmark Transition Event," the date of the public statement or publication of information referenced therein.
---	---

For the avoidance of doubt, for purposes of the definitions of Benchmark Replacement Date and Benchmark Transition Event, references to the Benchmark also include any reference rate underlying

the Benchmark (for example, if the Benchmark becomes Compounded SOFR, references to the Benchmark would include SOFR).

6."Benchmark Transition Event" means the occurrence of one or more of the following events with respect to the then-current Benchmark:

a.	if the Benchmark is Three-Month Term SOFR, (i) the Relevant Governmental Body has not selected or recommended a forward-looking term rate for a tenor of three months based on SOFR, (ii) the development of a forward-looking term rate for a tenor of three months based on SOFR that has been recommended or selected by the Relevant Governmental Body is not complete or (iii) the Calculation Agent determines that the use of a forward-looking rate for a tenor of three months based on SOFR is not administratively feasible;
b.	a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark;
---	---
c.	a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; or
---	---

d.a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative.

a.	the rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for determining Compounded SOFR; provided that:
b.	if, and to the extent that, the Calculation Agent determines that Compounded SOFR cannot be determined in accordance with clause (a) above, then the rate, or methodology for this rate, and conventions for this rate that have been selected by the Calculation Agent giving due consideration to any industry-accepted market practice for U.S. Dollar denominated floating rate securities at such time.
---	---

For the avoidance of doubt, the calculation of Compounded SOFR shall exclude the Benchmark Replacement Adjustment (if applicable) and the spread of 306 basis points per annum.

10.	"Corresponding Tenor" with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding Business Day adjustment) as the applicable tenor for the then-current Benchmark.

11."Federal Reserve" means the Board of Governors of the Federal Reserve System.

12."Federal Reserve Bank of New York's Website" means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source.

14."ISDA Definitions" means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.

20."Term SOFR" means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

21."Term SOFR Administrator" means any entity designated by the Relevant Governmental Body as the administrator of Term SOFR (or a successor administrator).

23.

24."Unadjusted Benchmark Replacement" means the Benchmark Replacement excluding any Benchmark Replacement Adjustment.

3.Paying Agent and Registrar. The Company or any of its Subsidiaries may act as Paying Agent or Registrar, and the Company will act as the initial Paying Agent and Registrar. The Company may change any Paying Agent or Registrar from time to time without notice to any Holder. The Company will maintain an office or agency where Subordinated Notes may be presented for registration of transfer or for exchange ("Registrar") and an office or agency where Subordinated Notes may be presented for payment ("Paying Agent"). The Registrar will keep a register of the Subordinated Notes ("Subordinated Note Register") and of their transfer and exchange. The registered Holder of a Subordinated Note as set forth in the Subordinated Note Register will be treated as the owner of the Subordinated Note for all purposes. The Company may appoint one or more co-registrars and one or more additional paying agents. The term "Registrar" includes any co-registrar and the term "Paying Agent" includes any additional paying agent. The Company may change any Paying Agent or Registrar without prior notice to any Holder; provided that no such removal or replacement will be effective until a successor Paying Agent or Registrar will have been appointed by the Company and will have accepted such appointment. There will be only one Subordinated Note Register.

4.	Subordination.

(i) through (v) of other persons for the payment of which the Company is responsible or liable as obligor, guarantor or otherwise; (vii) all obligations of the type referred to in clauses (i) through

(iv) on account of any shares of capital stock of the Company.

5.	Redemption.

required to register as an investment company pursuant to the Investment Company Act of 1940, as amended.

(b)the commencement by the Company of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated as bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company or of any substantial part of its property or the taking of corporate action by the Company in furtherance of any such action; or

options, warrants or rights to subscribe for or purchase shares of, any class of the Company's common stock; (ii) any declaration of a non-cash dividend in connection with the implementation of a shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; (iii) as a result of a reclassification of the Company's capital stock or the exchange or conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock; (iv) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; or

8.	Affirmative Covenants of the Company.

(i)The Company or the Bank become less than "well-capitalized" as defined under the then applicable regulatory capital standards;

(v) There is a change in ownership of 25% or more of the outstanding securities of the Company entitled to vote for the election of directors.

The Company may also from time to time designate one or more other offices or agencies where the Subordinated Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency in the State of Wyoming. The Company will give prompt written notice to the Holders of any such designation or rescission and of any change in the location of any such other office or agency.

(d)Corporate Existence. The Company will do or cause to be done all things necessary to preserve and keep in full force and effect: (i) the corporate existence of the Company;

(f)Tier 2 Capital. Whether or not the Company is subject to consolidated capital requirements under applicable regulations of the Federal Reserve, if all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the limitation imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the Stated Maturity Date of the Subordinated Notes, the Company will immediately notify the Holder, and thereafter, subject to the Company's right to redeem the Subordinated Notes under such circumstances pursuant to the terms of the Subordinated Notes, if requested by the Company, the Company and the Holder will work together in good faith to execute and deliver all agreements as reasonably necessary in order to restructure the applicable portions of the obligations evidenced by the Subordinated Notes to qualify as Tier 2 Capital; provided, however, that nothing in this Section 8(f) shall limit the Company's right to redeem the Subordinated Notes upon the occurrence of a Tier 2 Capital Event or other rights to redeem the Subordinated Notes as set forth in Section 5.

(i)Limitation on Dividends. The Company shall not declare or pay any dividend or make any distribution on capital stock or other equity securities of any kind of the Company if the Company is not "well capitalized" for regulatory purposes immediately prior to the declaration of such dividend or distribution, except for Permitted Dividends.

(j)Company Statement as to Compliance. The Company will deliver to the Holders, within 120 days after the end of each fiscal year, an Officers' Certificate covering the preceding calendar year, stating whether or not, to the best of his or her knowledge, the Company is in default in the performance and observance of any of the terms, provisions and conditions of the Note Purchase Agreement and this Subordinated Note (without regard to notice requirements or periods of grace) and if the Company will be in default, specifying all such defaults and the nature and status thereof of which he or she may have knowledge.

(k)Transfer of Voting Stock. The Company will not, nor will it permit the Bank to, directly or indirectly, sell, assign, transfer or otherwise dispose of any shares of, securities convertible into, or options, warrants or rights to subscribe for or purchase shares of, Voting Stock (as defined below) of the Bank or any successor thereof or any Subsidiary of the Company that is a depository institution and that has consolidated assets equal to 30% or more of the Company's consolidated assets ("Material Subsidiary"), nor will the Company permit the Material Subsidiary to issue any shares of, or securities convertible into, or options, warrants or rights to subscribe for or purchase shares of, Voting Stock of the Material Subsidiary if, in each case, after giving effect to any such transaction and to the issuance of the maximum number of shares of Voting Stock of the Material Subsidiary issuable upon the exercise of all such convertible securities, options, warrants or rights, the Company would cease to own, directly or indirectly, at least 80% of the issued and outstanding Voting Stock of the Material Subsidiary.

(1)	Financial Statements.

10..Denominations, Transfer, Exchange. The Subordinated Notes are issuable only in registered form without interest coupons in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof. The transfer of this Subordinated Note may be registered and this Subordinated Note may be exchanged as provided herein. Upon surrender or presentation of this Subordinated Note for exchange or registration of transfer, the Company shall execute and deliver in exchange therefor a Subordinated Note or Subordinated Notes of like aggregate principal

amount, each in a minimum denomination of $100,000 or any amount in excess thereof which is an integral multiple of $1,000 (and, in the absence of an opinion of counsel satisfactory to the Company to the contrary, bearing the restrictive legend(s) set forth hereinabove) and that is or are registered in such name or names requested by such Holder. Any Subordinated Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed and accompanied by a written instrument of transfer in such form as is attached hereto and incorporated herein (and such other documents reasonably requested by the Company), duly executed by such Holder or its attorney duly authorized in writing, with such tax identification number (including, without limitation, an appropriate and properly executed Internal Revenue Service Form W-9 or appropriate type of Form W-8) or other information for each Person in whose name a Subordinated Note is to be issued, and accompanied by evidence of compliance with any restrictive legend(s) appearing on such Subordinated Note or Subordinated Notes as the Company may reasonably request to comply with applicable law. No exchange or registration of transfer of this Subordinated Note shall be made on or after (a) the 15th day immediately preceding the Stated Maturity Date, or (b) the due delivery of notice of redemption.

14.	Amendments; Waivers.

(v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes

required to approve any amendment of the Subordinated Notes, (vi) make any changes to Section

22.Governing Law; Interpretation. THIS SUBORDINATED NOTE WILL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY LAWS OR PRINCIPLES OF CONFLICT OF LAWS THAT WOULD APPLY THE LAWS OF A DIFFERENT JURISDICTION. THIS SUBORDINATED NOTE IS INTENDED TO MEET THE CRITERIA FOR QUALIFICATION OF THE OUTSTANDING PRINCIPAL AS TIER 2 CAPITAL UNDER THE REGULATORY GUIDELINES OF THE FEDERAL RESERVE, AND THE TERMS HEREOF SHALL BE INTERPRETED IN A MANNER TO SATISFY SUCH INTENT.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Subordinated Note to be duly executed.

BANCSHARES **** OF **** JACKSON **** HOLE **** INCORPORATED

By: /s/ Thomas A. Biolchini

Name: Thomas A. Biolchini

Title: President and COO

[Signature Page to Definitive Subordinated Note]

ASSIGNMENT **** FORM

To assign this Subordinated Note, fill in the form below: (I) or (we) assign and transfer this Subordinated Note to:

(Print or type assignee's name, address and zip code)

(Insert assignee's social security or tax I.D. No.)

and irrevocably appoint agent to transfer this Subordinated Note on the books of the Company. The agent may substitute another to act for him.

Date: Your signature:

(Sign exactly as your name appears on the face of this Subordinated Note)

Tax Identification No:

CHECK ONE BOX BELOW:

□	(1)acquired for the undersigned's own account, without transfer;

□	(2)transferred to the Company;

□(3)transferred in accordance and in compliance with Rule 144A under the Securities Act of 1933, as amended (the "Securities Act");

□	(4)transferred under an effective registration statement under the Securities Act;

□(5)transferred in accordance with and in compliance with Regulation S under the Securities Act;

□	(6)transferred to an institutional "accredited investor" (as defined in Rule 501(a)(l), (2),

□(7)transferred in accordance with another available exemption from the registration requirements of the Securities Act.

Signature:

TO BE COMPLETED BY PURCHASER IF BOX (1) OR (3) ABOVE IS CHECKED.

Date: Signature:

Exhibit **** 10.17

BANCSHARES **** OF **** JACKSON **** HOLE **** INCORPORA TED

3.75% **** FIXED-TO-FLOATING **** RATE **** SUBORDINATED **** NOTE **** DUE **** 2031

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND WITHOUT A VIEW TO DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO, AND IN ACCORDANCE WITH, A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT AT THE TIME OF SUCH TRANSFER; (B) TO A PERSON THAT YOU REASONABLY BELIEVE TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR TO A PERSON THAT YOU REASONABLY BELIEVE TO BE AN INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(l), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT; OR (C) UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING, IF AVAILABLE, THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT), AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS, AS EVIDENCED BY AN OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED.

THE INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY OR FUND.

IN THE EVENT OF LIQUIDATION ALL HOLDERS OF SENIOR INDEBTEDNESS OF THE COMPANY SHALL BE ENTITLED TO BE PAID IN FULL WITH SUCH INTEREST AS MAY BE PROVIDED BY LAW BEFORE ANY PAYMENT SHALL BE MADE ON ACCOUNT OF PRINCIPAL OF OR INTEREST ON THIS SUBORDINATED NOTE. AFTER PAYMENT IN FULL OF ALL SUMS OWING TO SUCH HOLDERS OF SENIOR INDEBTEDNESS, THE HOLDER OF THIS SUBORDINATED NOTE, TOGETHER WITH THE HOLDERS OF ANY OBLIGATIONS OF THE COMPANY RANKING ON A PARITY WITH THE SUBORDINATED NOTES, SHALL BE ENTITLED TO BE PAID FROM THE REMAINING ASSETS OF THE COMPANY THE UNPAID PRINCIPAL AMOUNT OF THIS SUBORDINATED NOTE PLUS ACCRUED AND UNPAID INTEREST THEREON BEFORE ANY PAYMENT OR OTHER DISTRIBUTION, WHETHER IN CASH, PROPERTY OR OTHERWISE, SHALL BE MADE (I) WITH RESPECT TO ANY OBLIGATION THAT BY ITS TERMS EXPRESSLY IS JUNIOR IN THE RIGHT OF PAYMENT TO THE SUBORDINATED NOTES, (11) WITH RESPECT TO ANY INDEBTEDNESS BETWEEN THE COMPANY AND ANY OF ITS SUBSIDIARIES OR

50716.0001 137285vl

AFFILIATES OR (III) ON ACCOUNT OF ANY SHARES OF CAPITAL STOCK OF THE COMPANY.

CERTAIN **** ERISA **** CONSIDERATIONS:

ANY **** FIDUCIARY OF **** ANY **** PLAN WHO IS **** CONSIDERING THE **** ACQUISITION OF **** THIS SUBORDINATED **** NOTE **** OR **** ANY **** INTEREST **** HEREIN **** SHOULD **** CONSULT **** WITH **** HIS **** OR HER **** LEGAL **** COUNSEL **** PRIOR **** TO **** ACQUIRING THIS **** SUBORDINATED **** NOTE **** OR **** ANY INTEREST HEREIN.

No. 2031-03CUSIP Accredited Investors: 059760 AB4

BANCSHARES **** OF **** JACKSON **** HOLE **** INCORPORA TED

3.75% **** FIXED-TO-FLOATING **** RATE **** SUBORDINATED **** NOTE **** DUE **** 2031

2.Payment. The Company, for value received, promises to pay to FORTRESS BANK, the principal sum of TWO MILLION FIVE HUNDRED THOUSAND DOLLARS (U.S.)

($2,500,000), plus accrued but unpaid interest on June 15, 2031 ("Stated Maturity Date"), unless redeemed prior to such date, and to pay interest thereon (i) from and including June 2, 2021, to, but excluding, June 15, 2026 or earlier date of redemption contemplated by Section 5 (the "Redemption Date"), at a rate of 3.75% per annum, semi-annually in arrears on June 15 and December 15 of each year, commencing December 15, 2021 (each such date, a "Fixed Rate Interest Payment Date," with the period from, and including, June 2, 2021 to, but excluding, the first Fixed Rate Interest Payment Date and each successive period from, and including, a Fixed Rate Interest Payment Date to, but excluding, the next Fixed Rate Interest Payment Date being a "Fixed Rate Period") and (ii) from, and including, June 15, 2026 to, but excluding, the Stated Maturity Date, unless redeemed prior to the Stated Maturity Date, at a rate equal to Three-Month Term SOFR, reset quarterly, plus a spread of 306 basis points, or such other rate as determined pursuant to this Subordinated Note, payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year through the Stated Maturity Date or earlier Redemption Date (each such date, including the Stated Maturity Date, a "Floating Rate Interest Payment Date" and, together with the Fixed Rate Interest Payment Dates, the "Interest Payment Dates," with the period from, and including, June 15, 2026 to, but excluding, the first Floating Rate Interest Payment Date and each successive period from, and including, a Floating Rate Interest Payment Date to, but excluding, the next Floating Rate Interest Payment Date being a "Floating Rate Period"). The amount of interest payable on any Fixed Rate Interest Payment Date during the Fixed Rate Period will be computed on the basis of a 360-day year consisting of twelve 30-day months up to, but excluding June 15, 2026, and, the amount of interest payable on any Floating Rate Interest Payment Date during the Floating Rate Period will be computed on the basis of a 360-day year and the number of days actually elapsed. In the event that any scheduled Interest Payment Date for this

(a)An "Interest Payment Date" is either a Fixed Interest Payment Date or a Floating Interest Payment Date, as applicable.

(b)	The "Floating Interest Rate" means:
(i)	initially Three-Month Term SOFR (as defined below).
---	---
(ii)	Notwithstanding the foregoing clause (i) of this Section 2(b):
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(1)	If the Calculation Agent determines prior to the relevant Floating Interest Determination Date that a Benchmark Transition Event and its related Benchmark Replacement Date (each of such terms as defined below) have occurred with respect to Three-Month Term SOFR, then the Company shall promptly provide notice of such determination to the Holder and Section 2(c) will thereafter apply to all determinations, calculations and quotations made or obtained for the purposes of calculating the Floating Interest Rate payable on the Subordinated Notes during a relevant Floating Rate Period.
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(2)	However, if the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR, but for any reason the Benchmark Replacement has not been determined as of the relevant Floating Interest Determination Date, the Floating Interest Rate for the applicable Floating Rate Period will be equal to the Floating Interest Rate on the last Floating Interest Determination Date for the Subordinated Notes, as determined by the Calculation Agent.
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(iii)	If the then-current Benchmark is Three-Month Term SOFR and any of the foregoing provisions concerning the calculation of the interest rate and the payment of interest during the Floating Rate Period are inconsistent with any of the Three-Month Term SOFR Conventions (as defined below) determined by the Calculation Agent, then the relevant Three-Month Term SOFR Conventions will apply.
(c)	Effect of Benchmark Transition Event.
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(i)	If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Rate Period in respect of such determination on such date and all determinations on all subsequent dates.
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(ii)	In connection with the implementation of a Benchmark Replacement, the Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time.
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(iii)	Any determination, decision or election that may be made by the Calculation Agent pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection:
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(1)	will be conclusive and binding absent manifest error;
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(2)	if made by the Company as the Calculation Agent, will be made in the Company's sole discretion;
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(3)	if made by the Calculation Agent other than the Company, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and
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(4)	notwithstanding anything to the contrary in this Subordinated Note, shall become effective without consent from the Holder or any other party.
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(iv)	For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof.
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(v)	As used in this Subordinated Note:

1."Benchmark" means, initially, Three-Month Term SOFR; provided that if the Calculation Agent determines on or prior to the Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR or the then-current Benchmark, then "Benchmark" means the applicable Benchmark Replacement.

2.	"Benchmark Replacement" means the Interpolated Benchmark with respect to the then-current Benchmark, plus the Benchmark Replacement Adjustment for such Benchmark; provided that if (a) the Calculation Agent cannot determine the Interpolated Benchmark as of the Benchmark Replacement Date or (b) the then-current Benchmark is Three-Month Term SOFR and a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR (in which event no Interpolated Benchmark with respect to Three-Month Term SOFR shall be determined), then "Benchmark Replacement" means the first alternative set forth in the order below that can be determined by the Calculation Agent, as of the Benchmark Replacement Date:
a.	Compounded SOFR;
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b.	the sum of: (i) the alternate rate that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (ii) the Benchmark Replacement Adjustment;
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c.the sum of: (i) the ISDA Fallback Rate and (ii) the Benchmark Replacement Adjustment; or

d.	the sum of: (i) the alternate rate that has been selected by the Calculation Agent as the replacement for the then-current Benchmark for the applicable Corresponding Tenor, giving due consideration to any industry-accepted rate as a replacement for the then-current Benchmark for U.S. Dollar denominated floating rate securities at such time and (ii) the Benchmark Replacement Adjustment.

3."Benchmark Replacement Adjustment" means the first alternative set forth in the order below that can be determined by the Calculation Agent, as of the Benchmark Replacement Date:

a.	the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected or recommended by the Relevant

Governmental Body for the applicable Unadjusted Benchmark Replacement;

b.if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment; or

"Benchmark Replacement Conforming Changes" means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of "Floating Rate Period," timing and frequency of determining rates with respect to each Floating Rate Period and making payments of interest, rounding of amounts or tenors and other administrative matters) that the Calculation Agent decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Calculation Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Calculation Agent determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Calculation Agent determines is reasonably necessary).

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5."Benchmark Replacement Date" means the earliest to occur of the following events with respect to the then-current Benchmark:

a.	in the case of clause (a) of the definition of "Benchmark Transition Event," the relevant Reference Time in respect of any determination;
b.	in the case of clause (b) or (c) of the definition of "Benchmark Transition Event," the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or
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c.	in the case of clause (d) of the definition of "Benchmark Transition Event," the date of the public statement or publication of information referenced therein.
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For the avoidance of doubt, for purposes of the definitions of Benchmark Replacement Date and Benchmark Transition Event, references to the Benchmark also include any reference rate underlying

the Benchmark (for example, if the Benchmark becomes Compounded SOFR, references to the Benchmark would include SOFR).

6."Benchmark Transition Event" means the occurrence of one or more of the following events with respect to the then-current Benchmark:

a.	if the Benchmark is Three-Month Term SOFR, (i) the Relevant Governmental Body has not selected or recommended a forward-looking term rate for a tenor of three months based on SOFR, (ii) the development of a forward-looking term rate for a tenor of three months based on SOFR that has been recommended or selected by the Relevant Governmental Body is not complete or (iii) the Calculation Agent determines that the use of a forward-looking rate for a tenor of three months based on SOFR is not administratively feasible;
b.	a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark;
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c.	a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; or
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d.a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative.

a.	the rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for determining Compounded SOFR; provided that:
b.	if, and to the extent that, the Calculation Agent determines that Compounded SOFR cannot be determined in accordance with clause (a) above, then the rate, or methodology for this rate, and conventions for this rate that have been selected by the Calculation Agent giving due consideration to any industry-accepted market practice for U.S. Dollar denominated floating rate securities at such time.
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For the avoidance of doubt, the calculation of Compounded SOFR shall exclude the Benchmark Replacement Adjustment (if applicable) and the spread of 306 basis points per annum.

11."Federal Reserve" means the Board of Governors of the Federal Reserve System.

12."Federal Reserve Bank of New York's Website" means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source.

16.	"ISDA Fallback Rate" means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.

20."Term SOFR" means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

21."Term SOFR Administrator" means any entity designated by the Relevant Governmental Body as the administrator of Term SOFR (or a successor administrator).

23.

24."Unadjusted Benchmark Replacement" means the Benchmark Replacement excluding any Benchmark Replacement Adjustment.

4.	Subordination.

(a)The indebtedness of the Company evidenced by this Subordinated Note, including the principal thereof and interest thereon, shall be subordinate and junior in right of payment to obligations of the Company constituting Senior Indebtedness, and will rank pari passu in right of payment with all other Subordinated Notes. For purposes of this Subordinated Note, "Senior Indebtedness" means any obligation of the Company to its general creditors, whether now outstanding or subsequently created, assumed, guaranteed or incurred, other than any obligation where, in the instrument creating or evidencing the obligation or pursuant to which the obligation is outstanding, it is provided that the obligation is not Senior Indebtedness. Senior Indebtedness includes, without limitation: (i) the principal (and premium, if any) of and interest in respect of indebtedness and obligations of, or guaranteed or assumed by, the Company for borrowed money,

(i) through (v) of other persons for the payment of which the Company is responsible or liable as obligor, guarantor or otherwise; (vii) all obligations of the type referred to in clauses (i) through

(iv) on account of any shares of capital stock of the Company.

5.	Redemption.

required to register as an investment company pursuant to the Investment Company Act of 1940, as amended.

8.	Affirmative Covenants of the Company.

(i)The Company or the Bank become less than "well-capitalized" as defined under the then applicable regulatory capital standards;

(v) There is a change in ownership of 25% or more of the outstanding securities of the Company entitled to vote for the election of directors.

(b)•Payment of Principal and Interest. The Company covenants and agrees for the benefit of the Holder that it will duly and punctually pay the principal of, and interest on, this Subordinated Note, in accordance with the terms hereof.

(d)Corporate Existence. The Company will do or cause to be done all things necessary to preserve and keep in full force and effect: (i) the corporate existence of the Company;

G) Company Statement as to Compliance. The Company will deliver to the Holders, within 120 days after the end of each fiscal year, an Officers' Certificate covering the preceding calendar year, stating whether or not, to the best of his or her knowledge, the Company is in default in the performance and observance of any of the terms, provisions and conditions of the Note Purchase Agreement and this Subordinated Note (without regard to notice requirements or periods of grace) and if the Company will be in default, specifying all such defaults and the nature and status thereof of which he or she may have knowledge.

(1)	Financial Statements.

10.Denominations. Transfer. Exchange. The Subordinated Notes are issuable only in registered form without interest coupons in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof. The transfer of this Subordinated Note may be registered and this Subordinated Note may be exchanged as provided herein. Upon surrender or presentation of this Subordinated Note for exchange or registration of transfer, the Company shall execute and deliver in exchange therefor a Subordinated Note or Subordinated Notes of like aggregate principal

14.	Amendments; Waivers.

(v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes

required to approve any amendment of the Subordinated Notes, (vi) make any changes to Section

16.No Sinking Fund; No Convertibility. This Subordinated Note is not entitled to the benefit of any sinking fund. This Subordinated Note is not convertible into or exchangeable for any of the equity securities, other securities or assets of the Company or any Subsidiary.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Subordinated Note to be duly executed.

BANCSHARES **** OF **** JACKSON **** HOLE **** INCORPORATED

By: /s/ Thomas A. Biolchini

Name: Thomas A. Biolchini

Title: President and COO

[Signature Page to Definitive Subordinated Note]

ASSIGNMENT **** FORM

To assign this Subordinated Note, fill in the form below: (I) or (we) assign and transfer this Subordinated Note to:

(Print or type assignee's name, address and zip code)

(Insert assignee's social security or tax I.D. No.)

and irrevocably appoint agent to transfer this Subordinated Note on the books of the Company. The agent may substitute another to act for him.

Date: Your signature:

(Sign exactly as your name appears on the face of this Subordinated Note)

Tax Identification No:

The undersigned certifies that it [is / is not] an Affiliate of the Company and that, to its knowledge, the proposed transferee [is I is not] an Affiliate of the Company. "Affiliate" means, with respect to any Person, such Person's immediate family members, partners, members or parent and subsidiary corporations, and any other Person directly or indirectly controlling, controlled by, or under common control with said Person and their respective Affiliates. "Person" means an individual, a corporation (whether or not for profit), a partnership, a limited liability company, a joint venture, an association, a trust, an unincorporated organization, a government or any department or agency thereof or any other entity or organization.

CHECK ONE BOX BELOW:

□	(1)acquired for the undersigned's own account, without transfer;

☐(2)transferred to the Company;

☐(3)transferred in accordance and in compliance with Rule 144A under the Securities Act of 1933, as amended (the "Securities Act");

□	(4)transferred under an effective registration statement under the Securities Act;

□(5)transferred in accordance with and in compliance with Regulation S under the Securities Act;

□	(6)transferred to an institutional "accredited investor" (as defined in Rule 50l(a)(l), (2),

□(7)transferred in accordance with another available exemption from the registration requirements of the Securities Act.

Signature:

TO BE COMPLETED BY PURCHASER IF BOX (1) OR (3) ABOVE IS CHECKED.

Date: Signature:

NBH 2014 Form of Restricted Stock Agreement (Double Trigger) (working draft)

Exhibit 10.24

2023 OMNIBUS INCENTIVE PLAN RESTRICTED **** STOCK **** AWARD **** AGREEMENT

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the date indicated in the attached Schedule (the “Date of Grant”), is made by and between National Bank Holdings Corporation, a Delaware corporation (“NBHC”), and the participant indicated in the attached Schedule (“Participant”). Capitalized terms used herein without definition have the meanings ascribed to such terms in the National Bank Holdings Corporation 2023 Omnibus Incentive Plan (as amended, restated or modified, the “Plan”).

WHEREAS, NBHC has adopted the Plan to provide officers, employees, directors and consultants of NBHC and its Subsidiaries and Affiliates (collectively, the “Company”) an opportunity to participate in the Company’s future performance and align the interests of such officers, employees, directors and consultants with those of the shareholders of the Company; and

WHEREAS, the Committee has determined that it would be in the best interests of NBHC and its shareholders to grant Participant a number of restricted shares of Common Stock on the terms and subject to the conditions set forth in this Agreement and the Plan.

NOW THEREFORE, in consideration of the premises and the covenants of the parties contained in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:

1.	Grant of Restricted Stock Award.
(a)	Grant. NBHC hereby grants to Participant an award of Restricted Stock with respect to an aggregate of the number of restricted shares of Common Stock indicated in the attached Schedule (the “Restricted Stock”), on the terms and subject to the conditions set forth in this Agreement and as otherwise provided in the Plan.
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(b)	Incorporation by Reference, Etc. The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan.
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2.	Vesting.
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(a)	General. Except as may otherwise be provided herein, the Restricted Stock shall vest according to vesting schedule indicated in the attached Schedule, subject to Participant not having incurred a Termination of Employment as of the applicable vesting date.
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(b)	Vesting upon Death or Disability. If Participant incurs a Termination of Employment due to Participant’s death or Disability, the restrictions on any unvested Restricted
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Stock shall immediately lapse and the Restricted Stock shall be fully vested as of the date of Termination of Employment.
(c)	Vesting Following a Change in Control. If, in connection with a Change in Control, Participant is provided with a Replacement Award (as defined in Section 9) and within two years following such Change in Control, Participant incurs a Termination of Employment without Cause or due to Participant’s resignation with Good Reason (as defined in Section 13), all the unvested Restricted Stock (or other form of Replacement Award) shall become fully vested. If Participant is not provided with a Replacement Award in connection with a Change in Control, the Restricted Stock will vest in accordance with Section 9.
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(d)	Other Termination of Employment. If Participant incurs a Termination of Employment (i) that is not within two years following a Change in Control or (ii) for any reason other than death or Disability, any unvested Restricted Stock shall be forfeited by Participant without consideration.
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3.Tax Withholding. NBHC shall reasonably determine the amount of any federal, state, local or other income, employment or other taxes that the Company may reasonably be obligated to withhold with respect to the grant, vesting or other event with respect to the Restricted Stock. NBHC’s obligation to deliver the Restricted Stock or any certificates evidencing the Restricted Stock (or to make a book entry or other electronic notation indicating ownership of the Shares), or otherwise remove the restrictive notations or legends on such Shares or certificates that refer to nontransferability as set forth in Section 5, is subject to the condition precedent that Participant either pay or provide for the amount of any such withholding obligations in such manner as may be authorized by the Committee or as may otherwise be permitted under Section 15(d) of the Plan.

4.Independent Tax Advice. Participant acknowledges that the tax laws and regulations applicable to the Restricted Stock and the disposition of the Restricted Stock following vesting are complex and subject to change, and it is the sole responsibility of Participant to obtain Participant’s own advice as to the tax treatment of the terms of this Agreement.

5.Issuance of Restricted Stock. The Restricted Stock shall be issued by NBHC and shall be registered in Participant’s name on the stock transfer books of NBHC promptly after the Date of Grant. Any certificates representing Restricted Stock shall remain in the physical custody of NBHC or its designee at all times prior to, in the case of any particular Share of the Restricted Stock, the date on which such Share vests. Any certificates representing Restricted Stock shall have affixed thereto a legend in substantially the following form, in addition to any other legends that may be required under federal or state securities laws:

Transfer of this certificate and the shares represented hereby is restricted pursuant to the terms of the National Bank Holdings Corporation 2023 Omnibus Incentive Plan and a Restricted Stock Award Agreement, dated as of [[GRANT DATE]], between National Bank Holdings Corporation and [[FIRST NAME]] [[LAST NAME]]. A copy of such Agreement is on file at the offices of National Bank Holdings Corporation.

As soon as practicable following the vesting of any Restricted Stock, NBHC shall ensure that its stock transfer books reflect the vesting. If certificates for the Restricted Stock exist, such

certificates for such vested Restricted Stock shall be delivered to Participant or to Participant’s legal representative along with the stock powers relating thereto.

7.Non-Transferability. The Restricted Stock may not, at any time prior to becoming vested, be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by Participant other than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance. The Restricted Stock shall be subject to the restrictions set forth in the Plan and this Agreement.

8.Adjustment. In the event of any event described in Section 3(g) of the Plan occurring after the Date of Grant, the adjustment provisions as provided for under Section 3(g) of the Plan shall apply to the Restricted Stock.

9.Change in Control. Notwithstanding anything in the Plan or otherwise set forth in this Agreement to the contrary, upon the occurrence of a Change in Control, all restrictions on the Restricted Stock shall immediately lapse and the Restricted Stock shall be fully vested, except to the extent that another award meeting the requirements of this Section 9 is provided to Participant to replace the Restricted Stock award (an award meeting the requirements of this Section 9, a “Replacement Award”). An award shall meet the conditions of this Section 9 (and hence, qualify as a Replacement Award) if: (i) it is a restricted publicly traded equity security of NBHC or the surviving corporation or the ultimate parent of the applicable entity following the Change in Control, (ii) it has a fair market value at least equal to the value of the Restricted Stock granted pursuant to this Agreement as of the date of the Change in Control, (iii) it contains terms relating to vesting (including with respect to Termination of Employment) that are substantially identical to the terms set forth in this Agreement, and (iv) its other terms and conditions are not less favorable to Participant than the terms and conditions set forth in this Agreement or in the Plan (including provisions that apply in the event of a subsequent Change in Control) as of the date in the Change in Control. Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of this award if the requirements of the preceding sentence are satisfied. If a Replacement Award is granted, the Restricted Stock shall not vest upon a Change in Control. The determination of whether the conditions of this Section 9 are satisfied shall be made by the Committee, as constituted immediately prior to the Change in Control, in its sole discretion.

clawback policies or provisions implemented pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable laws):

(a)	If the Company is required to prepare an accounting restatement due to material noncompliance of the Company as a result of Participant’s misconduct in connection with any financial reporting requirement under the federal securities laws, the Committee may require Participant to forfeit unvested Restricted Stock, and/or to reimburse the Company for all amounts received under this Agreement from the Company during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the financial document embodying such financial reporting requirement, and any amounts received with respect to, or amounts realized from, the vesting of Restricted Stock or the subsequent sale of Shares or the cancellation of Restricted Stock during that 12 month period;
(b)	If the Committee shall determine that Participant has engaged in a serious breach of conduct, the Committee may require Participant to forfeit unvested Restricted Stock, may terminate this Agreement and/or require Participant to repay any amounts realized upon the vesting of Restricted Stock or on the subsequent sale of the shares of common stock that were granted as Restricted Stock or the cancellation of shares relating to Restricted Stock; and
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(c)	If Participant is found guilty of misconduct by any judicial or administrative authority in connection with any (i) formal investigation by the Securities and Exchange Commission or (ii) other federal or state regulatory investigation, the Committee may require Participant to forfeit unvested Restricted Stock and/or may require the repayment of any amounts realized upon the vesting of Restricted Stock or on the subsequent sale of the shares of common stock that were granted as Restricted Stock or the cancellation of shares relating to Restricted Stock without regard to the timing of the determination of misconduct in relation to the timing of the vesting or sale of the award.
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The foregoing provisions of this Section 10 shall cease to apply following a Change in Control, except as otherwise required by applicable law.

11.	Miscellaneous.
(a)	Confidentiality of this Agreement. Participant agrees to keep confidential the terms of this Agreement, unless and until such terms have been disclosed publicly other than through a breach by Participant of this covenant. This provision does not prohibit Participant from providing this information on a confidential and privileged basis to Participant’s attorneys or accountants for purposes of obtaining legal or tax advice or as otherwise required by law.
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(b)	Restrictive Covenants. To protect the Company’s Trade Secret Information (as defined in Annex A), the grant and vesting of the Restricted Stock pursuant to this Agreement shall be in partial consideration and subject to Participant’s continued
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compliance with (i) any restrictive covenants set forth in an Individual Agreement or (ii) if there are no confidentiality and/or non-solicitation provisions in an Individual Agreement, the restrictive covenants as set forth in Annex A hereto. For the avoidance of doubt, if there are confidentiality and/or non-solicitation provisions in an Individual Agreement, the restrictive covenants in the Individual Agreement shall govern.
(c)	Waiver and Amendment. The Committee may waive any conditions or rights under, or amend any terms of, this Agreement and the Restricted Stock granted hereunder; provided that any such waiver or amendment that would impair the rights of any Participant or any holder or beneficiary of any Restricted Stock heretofore granted shall not to that extent be effective without the consent of Participant. No waiver of any right hereunder by any party shall operate as a waiver of any other right, or as a waiver of the same right with respect to any subsequent occasion for its exercise, or as a waiver of any right to damages. No waiver by any party of any breach of this Agreement shall be held to constitute a waiver of any other breach or a waiver of the continuation of the same breach.
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(d)	Notices. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, facsimile, courier service or personal delivery:
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if to the Company to:

National Bank Holdings Corporation 7800 East Orchard Road, Suite 300 Greenwood Village, CO 80111 Facsimile: (855) 576-3479 Attention: Legal Department

if to Participant: at the address last on the records of the Company.

All such notices, demands and other communications shall be deemed to have been duly given (i) when delivered by hand, if personally delivered; (ii) when delivered by courier, if delivered by commercial courier service; (iii) five business days after being deposited in the mail, postage prepaid, if mailed; and (iv) when receipt is mechanically acknowledged, if by facsimile.

(e)	Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.
(f)	No Rights to Service. Nothing contained in this Agreement shall be construed as giving Participant any right to be retained, in any position, as an employee, consultant or director of the Company or shall interfere with or restrict in any way the right of the Company, which is hereby expressly reserved, to remove, terminate or discharge Participant at any time for any reason whatsoever.
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(g)	Beneficiary. Participant may file with NBHC a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, change or revoke such designation by filing a new designation with NBHC. The last
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such designation received by NBHC shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by NBHC prior to Participant’s death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation is filed by Participant, the beneficiary shall be deemed to be his or her spouse or, if Participant is unmarried at the time of death, his or her estate.
(h)	Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and of Participant and the beneficiaries, executors, administrators, heirs and successors of Participant.
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(i)	Entire Agreement. This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations with respect thereto.
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(j)	Bound by the Plan. By signing this Agreement, Participant acknowledges that he or she has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan.
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(k)	Governing Law. This Agreement shall be construed and interpreted in accordance with the internal laws of the State of Colorado without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction that could cause the application of the laws of any jurisdiction other than the State of Colorado.
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(l)	Headings. The headings of the Sections of this Agreement are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.
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(m)	Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
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12.Compliance with Legal Requirements. The grant of the Restricted Stock and any other obligations of the Company under this Agreement shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required. The Committee, in its sole discretion, may postpone the issuance or delivery of Shares as the Committee may consider appropriate and may require Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of the Shares in compliance with applicable laws, rules and regulations.

13.

Definitions and Administration.

(a)

Termination for Cause. Unless otherwise provided under the termination with “cause” provisions of an Individual Agreement, to invoke a termination for Cause, the Company must provide written notice to Participant of the existence of such grounds within 30 days following the Company’s knowledge of the existence of such grounds, specifying in reasonable detail the grounds constituting Cause, and, with respect to

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the grounds enumerated in clauses (A), (C), (D) and (E) of the definition of Cause in the Plan, Participant shall have 30 days following receipt of such written notice during which he or she may remedy the ground if such ground is reasonably subject to cure as determined by the Company.
(b)	“Good Reason” shall have the meaning given to such term in an Individual Agreement, or if there is no such Individual Agreement or if it does not define Good Reason, then, Good Reason shall mean the occurrence of the following, in the absence of Participant’s written consent:
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(i)	a material diminution in Participant’s annual base salary from that in effect immediately prior to a Change in Control; or
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(ii)	the assignment to Participant of any duties materially inconsistent with Participant’s positions (including status, offices, titles and reporting requirements), authority, duties or responsibilities, or any other action by the Company that results in a material diminution in such positions, authority, duties or responsibilities, in each case, from those in effect immediately prior to a Change in Control;
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provided that, in each case, (A) Participant provides written notice to the Company of the existence of one or more of the conditions described in clauses (i) through (ii) above within 30 days following Participant’s knowledge of the initial existence of such condition or conditions, specifying in reasonable detail the conditions constituting Good Reason; (B) the Company fails to cure such event or condition within 30 days following the receipt of such notice; and (C) Participant incurs a Termination of Employment within 30 days following the expiration of such cure period.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

NATIONAL BANK HOLDINGS CORPORATION

By: Name: Angela Petrucci

Title:Chief Administrative Officer

By: Name: Emily Gooden

Title:Chief Accounting Officer

PARTICIPANT

By: ________________________________

[Signature Page to Restricted Stock Award Agreement]

ANNEX **** A

RESTRICTIVE COVENANTS

1.Confidential Information. Participant agrees that, during his or her employment with the Company and at all times thereafter, he or she shall hold for the benefit of the Company all Trade Secret Information. “Trade Secret Information” means the whole or any portion of confidential business or financial information, including any listing of client names, addresses, or telephone numbers, or any other confidential data or processes relating to the Company and its respective businesses which is secret and of value, and which shall have been obtained by Participant during Participant’s employment by the Company, and which shall not be or become public knowledge (other than by acts by Participant or representatives of Participant in violation of this Agreement). Except in the good faith performance of his or her duties for the Company, Participant shall not, without the prior written consent of the Company or as may otherwise be required or permitted by law or legal process, communicate or divulge any Trade Secret Information, knowledge, or data to anyone other than the Company and those designated by it.

Notwithstanding the above confidentiality provisions, nothing in this Agreement, in any other agreement, or in the Company’s policies should be interpreted as prohibiting Participant from disclosing any alleged discriminatory or unfair employment practice, or (1) reporting possible violations of federal law or regulations, including any securities laws violations, to any governmental agency or entity, including but not limited to the Department of Justice, the U.S. Securities & Exchange Commission, the U.S. Congress, or any agency Inspector General; (2) making any other disclosures that are protected under the whistleblower provisions of federal law or regulations; or (3) otherwise fully participating in any federal whistleblower programs.

Please refer to the Associate Handbook applicable to Participant, a copy of which is available upon request, regarding Participant’s rights related to the disclosure of the Company’s trade secrets.

2.Nonsolicitation of Employees. To protect the Trade Secret Information, Participant agrees that, while he or she is employed by the Company and during the one-year period following his or her termination of employment with the Company (the “Restricted Period”), Participant shall not, directly or indirectly, (a) solicit any individual who is, on the date on which Participant incurs a Termination of Employment (the “Date of Termination”) (or was, during the six-month period prior to the Date of Termination), employed by the Company to terminate or refrain from renewing or extending such employment or to become employed by or become a consultant to any other individual or entity other than the Company, or (b) initiate discussions with any such individual for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity.

relation, on the one hand, and the Company, on the other hand. For purposes hereof, “Competitive Enterprise” means any business enterprise that engages in any activity closely associated with commercial banking or any other financial services business, including the operations of an institution, the deposits of which are insured by the Federal Deposit Insurance Corporation, that is competitive with any portion of the business conducted by the Company.

4.Equitable Remedies. Participant acknowledges that the Company would be irreparably injured by a violation of Section 1 through 3 of this Annex A and he or she agrees that the Company, in addition to any other remedies available to it for such breach or threatened breach, on meeting the standards required by law, shall be entitled to a preliminary injunction, temporary restraining order, or other equivalent relief, restraining Participant from any actual or threatened breach of Section 1 through 3 of this Annex A. If a bond is required to be posted in order for the Company to secure an injunction or other equitable remedy, the parties agree that said bond need not be more than a nominal sum.

5.Severability; Blue Pencil. Participant acknowledges and agrees that he or she has had the opportunity to seek advice of counsel in connection with this Agreement and the restrictive covenants contained herein are reasonable in geographical scope, temporal duration, and in all other respects. If it is determined that any provision of this Annex A is invalid or unenforceable, the remainder of the provisions of this Annex A shall not thereby be affected and shall be given full effect, without regard to the invalid portions. If any court or other decision-maker of competent jurisdiction determines that any of the covenants in this Annex A is unenforceable because of the duration or geographic scope of such provision, then after such determination becomes final and unappealable, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable, and in its reduced form, such provision shall be enforced.

SCHEDULE

Date of Grant: [[GRANTDATE]]

Participant: [[FIRSTNAME]] [[MIDDLENAME]] [[LASTNAME]]

Shares Granted: [[SHARESGRANTED]]

Vesting Schedule:

[All Shares Vestings]

**Exhibit 10.**25

2023 Omnibus Incentive Plan PERFORMANCE Stock UNIT Award Agreement

THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of [DATE] (the “Date of Grant”), is made by and between National Bank Holdings Corporation, a Delaware corporation (“NBHC”), and [PARTICIPANT NAME] (“Participant”). Capitalized terms used herein without definition have the meanings ascribed to such terms in the National Bank Holdings Corporation 2023 Omnibus Incentive Plan (as amended, restated or modified, the “Plan”).

WHEREAS, NBHC has adopted the Plan to provide officers, employees, directors, and consultants of NBHC and its Subsidiaries and Affiliates (collectively, the “Company”) an opportunity to participate in the Company’s future performance and align the interests of such officers, employees, directors, and consultants with those of the shareholders of the Company; and

WHEREAS, the Committee has determined that it would be in the best interests of NBHC and its shareholders to grant Participant a number of performance vesting Restricted Stock Units on the terms and subject to the conditions set forth in this Agreement and the Plan.

1.Grant of Performance Stock Unit Award.

(a)Grant. NBHC hereby grants to Participant an award of performance-vesting Restricted Stock Units (the “PSUs”) in respect of that number of Shares related to (i) the attainment of the EPS Factor (the “EPS Target Number”), (ii) the attainment of the ROTA Factor (the “ROTA Target Number”), and (iii) that number of Shares related to the attainment of the TSR Factor (the “TSR Target Number” and, together with the EPS Target Number and ROTA Target Number, the “Target Numbers”), in each case such Target Numbers shall be set forth on Exhibit A and shall be further subject to the terms and conditions set forth in this Agreement and as otherwise provided in the Plan.

(b)Incorporation by Reference, Etc. The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan.

2.Vesting and Settlement.

(a)General. Except as may otherwise be provided herein, a number of PSUs, if any, equal to the sum of (i) the EPS Earned PSUs (as defined in Annex A hereto) plus (ii) the ROTA Earned PSUs (as defined in Annex A hereto) plus (iii) the TSR Earned PSUs (as defined in Annex A hereto) shall vest on [DATE] (such date, the “Vesting Date”) (collectively, the “Earned PSUs”), subject to Participant having not incurred a

‌

Termination of Employment prior to the Vesting Date. NBHC shall issue one Share to Participant for each Earned PSU within 10 days following the Vesting Date.

(b)	Determination of Earned PSUs and Vesting and Settlement in Connection with a Change in Control.
(i)	Determination of Earned PSUs. Notwithstanding anything in the Plan, effective as of immediately prior to a Change in Control, subject to the occurrence of such Change in Control, the number of Earned PSUs shall be established by the Committee based on the greater of the applicable Target Number and the level of achievement of actual performance as determined through the latest practicable date prior to such Change in Control (as determined by the Committee in its sole discretion).
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(ii)	Vesting and Settlement of Earned PSUs. The Earned PSUs shall be settled within five days following the occurrence of such Change in Control, unless a replacement or substitute award meeting the requirements of this Section 2(b)(ii) is provided to Participant in respect of the Earned PSUs (an award meeting the requirements of this Section 2(b)(ii), a “Replacement Award”). An award shall qualify as a Replacement Award if: (A) it is a restricted stock unit with respect to a publicly traded equity security of NBHC or the surviving corporation or the ultimate parent of the applicable entity following the Change in Control, (B) it has a fair market value at least equal to the value of the Earned PSUs established pursuant to Section 2(b)(i) as of the date of the Change in Control, (C) it contains terms relating to service-based vesting (including with respect to Termination of Employment) that are substantially identical to the terms set forth in this Agreement and does not contain any terms related to performance-based vesting, and (D) its other terms and conditions are not less favorable to Participant than the terms and conditions set forth in this Agreement or in the Plan (including provisions that apply in the event of a subsequent Change in Control) as of the date in the Change in Control. The determination of whether the conditions of this Section 2(b)(ii) are satisfied shall be made by the Committee, as constituted immediately prior to the Change in Control, in its sole discretion, prior to a Change in Control. If a Replacement Award is provided, the Earned PSUs shall not be settled upon a Change in Control in accordance with the first sentence of this Section 2(b)(ii).
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(iii)	Replacement Award. If, in connection with a Change in Control, Participant is provided with a Replacement Award, such Replacement Award shall vest on the Vesting Date and be settled at the time provided in Section 2(a), subject to Participant having not incurred a Termination of Employment prior to the Vesting Date; provided that, if, within two years following such Change in Control, Participant incurs a Termination of Employment without Cause, due to Participant’s resignation with Good Reason (as defined in Section 7(b)), or due to Participant’s death or Disability, then the Replacement Award shall become fully vested effective as of the date Termination of Employment, and NBHC shall issue one Share to Participant for each Replacement Award as soon as reasonably
---	---

practicable, and in no event more than 10 days, following the date of Termination of Employment.
(c)	Other Terminations of Employment. If Participant incurs a Termination of Employment prior to a Change in Control or under circumstances other than those set forth in Section 2(b)(ii) as applicable to a Replacement Award, any unvested PSUs shall be forfeited by Participant without consideration effective as of the date of Termination of Employment.
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3.Tax Withholding; Independent Tax Advice. NBHC shall reasonably determine the amount of any federal, state, local, or other income, employment, or other taxes that the Company may reasonably be obligated to withhold with respect to the grant, vesting, settlement, or other event with respect to the PSUs. NBHC’s obligation to deliver any certificates evidencing the Shares provided upon settlement of the PSUs (or to make a book-entry or other electronic notation indicating ownership of such Shares) is subject to the condition precedent that Participant either pay or provide for the amount of any such withholding obligations in such manner as may be authorized by the Committee or as may otherwise be permitted under Section 14(d) of the Plan. Participant acknowledges that the tax laws and regulations applicable to the PSUs and the disposition of the Shares provided upon settlement of the PSUs are complex and subject to change, and it is the sole responsibility of Participant to obtain Participant’s own advice as to the tax treatment of the terms of this Agreement.

4.No Rights as Stockholder; Dividend Equivalent Credits. Until such time as the PSUs have been settled pursuant to Section 2 and the underlying Shares have been delivered to Participant, and Participant has become the holder of such Shares, Participant shall have no rights as a stockholder, including, without limitation, the right to dividends or other distributions and the right to vote. Notwithstanding the foregoing or Section 7(c) of the Plan, each PSU shall entitle Participant to dividend equivalents with respect to ordinary cash dividends that would otherwise be paid on the Share underlying such PSU during the period from the Date of Grant to the date such Share is delivered in accordance with Section 2. Any such dividend equivalents shall be subject to the same vesting conditions applicable to the underlying PSU with respect to which they accrue, and shall, if the underlying PSU vests, be paid at the time as the underlying PSU is settled.

5.Non-Transferability. The PSUs may not, at any time prior to becoming vested, be assigned, alienated, pledged, attached, sold, or otherwise transferred or encumbered by Participant other than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer, or encumbrance shall be void and unenforceable against the Company; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer, or encumbrance. The PSUs shall be subject to the restrictions set forth in the Plan and this Agreement.

6.Adjustment. In the event of any event described in Section 3(h) of the Plan occurring after the Date of Grant, the adjustment provisions as provided for under Section 3(h) of the Plan shall apply to the PSUs.

7.	Certain Definitions and Administration.

(a)	Termination with Cause. Unless otherwise provided under the termination with “cause” provisions of an Individual Agreement, to invoke a termination with Cause, the Company must provide written notice to Participant of the existence of such grounds within 30 days following the Company’s knowledge of the existence of such grounds, specifying in reasonable detail the grounds constituting Cause, and, with respect to the grounds enumerated in clauses (A), (C), (D), and (E) in the definition of Cause in the Plan, Participant shall have 30 days following receipt of such written notice during which he or she may remedy the ground if such ground is reasonably subject to cure as determined by the Company.
(b)	“Good Reason” shall have the meaning given to such term in an Individual Agreement, or if there is no such Individual Agreement or if it does not define Good Reason, then, Good Reason shall mean the occurrence of the following, in the absence of Participant’s written consent:
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(i)	a material diminution in Participant’s annual base salary from that in effect immediately prior to a Change in Control; or
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(ii)	the assignment to Participant of any duties materially inconsistent with Participant’s positions (including status, offices, titles, and reporting requirements), authority, duties, or responsibilities, or any other action by the Company that results in a material diminution in such positions, authority, duties, or responsibilities, in each case, from those in effect immediately prior to a Change in Control;
---	---

provided that, in each case, (A) Participant provides written notice to the Company of the existence of one or more of the conditions described in clauses (i) through (ii) within 30 days following Participant’s knowledge of the initial existence of such condition or conditions, specifying in reasonable detail the conditions constituting Good Reason; (B) the Company fails to cure such event or condition within 30 days following the receipt of such notice; and (C) Participant incurs a Termination of Employment within 30 days following the expiration of such cure period.

8.Forfeiture. Participant agrees that, notwithstanding any other provision of any agreement to which he or she is subject with the Company, and in addition to and not in contravention of any clawback provision or policy applicable to Participant as in effect from time to time (including any clawback policies or provisions implemented pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law):

(a)

If the Company is required to prepare an accounting restatement due to material noncompliance of the Company as a result of Participant’s misconduct in connection with any financial reporting requirement under the federal securities laws, the Committee may require Participant to forfeit unvested the PSUs, and/or to reimburse the Company for all amounts received under this Agreement from the Company during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the financial document embodying such financial reporting requirement, and any amounts received with respect to, or amounts realized upon the settlement of the PSUs or the subsequent sale of the Shares

that were issued upon settlement of the PSUs or the cancellation of the PSUs during that 12-month period;
(b)	If the Committee shall determine that Participant has engaged in a serious breach of conduct, the Committee may require Participant to forfeit unvested PSUs, may terminate this Agreement and/or require Participant to repay any amounts realized upon the settlement of the PSUs or on the subsequent sale of the Shares that were issued upon settlement of the PSUs or the cancellation of the PSUs; and
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(c)	If Participant is found guilty of misconduct by any judicial or administrative authority in connection with any (i) formal investigation by the Securities and Exchange Commission or (ii) other federal or state regulatory investigation, then the Committee may require Participant to forfeit unvested PSUs and/or may require the repayment of any amounts realized upon the settlement of the PSUs or on the subsequent sale of the Shares that were issued upon settlement of the PSUs or the cancellation of the PSUs without regard to the timing of the determination of misconduct in relation to the timing of the settlement or sale of the award.
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The foregoing provisions of this Section 8 shall cease to apply following a Change in Control, except as otherwise required by applicable law.

9.Compliance with Legal Requirements. The grant of the PSUs and any other obligations of the Company under this Agreement shall be subject to all applicable federal and state laws, rules, and regulations and to such approvals by any regulatory or governmental agency as may be required. The Committee, in its sole discretion, may postpone the issuance or delivery of Shares as the Committee may consider appropriate and may require Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of Shares in compliance with applicable laws, rules, and regulations.

10.Miscellaneous.

(a)

Confidentiality of this Agreement. Participant agrees to keep confidential the terms of this Agreement, unless and until such terms have been disclosed publicly other than through a breach by Participant of this covenant. This provision does not prohibit Participant from providing this information on a confidential and privileged basis to Participant’s attorneys or accountants for purposes of obtaining legal or tax advice or as otherwise required by law.

(b)

Restrictive Covenants. To protect the Company’s Trade Secret Information (as defined in Annex B), the grant, vesting, and settlement of the PSUs pursuant to this Agreement shall be in partial consideration for, and subject to Participant’s continued compliance with, (i) any restrictive covenants set forth in an Individual Agreement or (ii) if there are no confidentiality and/or non-solicitation provisions in an Individual Agreement, the restrictive covenants as set forth in Annex B hereto. For the avoidance of doubt, if there are confidentiality and/or non-solicitation provisions in an Individual Agreement, the restrictive covenants in the Individual Agreement shall govern.

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(c)	Section 409A of the Code. It is intended that the Awards granted pursuant to this Agreement and the provisions of this Agreement be exempt from or comply with Section 409A of the Code, and all provisions of this Agreement shall be construed and interpreted in a manner consistent with Section 11(e) of the Plan and the requirements for avoiding taxes or penalties under Section 409A of the Code.
(d)	Waiver and Amendment. The Committee may waive any conditions or rights under, or amend any terms of, this Agreement and the PSUs granted hereunder; provided that any such waiver or amendment that would impair the rights of any Participant or any holder or beneficiary of any PSUs heretofore granted shall not to that extent be effective without the consent of Participant. No waiver of any right hereunder by any party shall operate as a waiver of any other right, or as a waiver of the same right with respect to any subsequent occasion for its exercise, or as a waiver of any right to damages. No waiver by any party of any breach of this Agreement shall be held to constitute a waiver of any other breach or a waiver of the continuation of the same breach.
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(e)	Notices. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, facsimile, courier service or personal delivery:
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if to the Company to: National Bank Holdings Corporation 7800 East Orchard Road, Suite 300 Greenwood Village, CO 80111 Facsimile: (855)576-3479 Attention: General Counsel

if to Participant: at the address last on the records of the Company.

(f)	Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.
(g)	No Rights to Service. Nothing contained in this Agreement shall be construed as giving Participant any right to be retained, in any position, as an employee, consultant, or director of the Company or shall interfere with or restrict in any way the right of the Company, which is hereby expressly reserved, to remove, terminate, or discharge Participant at any time for any reason whatsoever.
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(h)	Beneficiary. Participant may file with NBHC a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, change
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or revoke such designation by filing a new designation with NBHC. The last such designation received by NBHC shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by NBHC prior to Participant’s death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation is filed by Participant, the beneficiary shall be deemed to be his or her spouse or, if Participant is unmarried at the time of death, his or her estate.
(i)	Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and of Participant and the beneficiaries, executors, administrators, heirs and successors of Participant.
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(j)	Entire Agreement. This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations with respect thereto.
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(k)	Bound by the Plan. By signing this Agreement, Participant acknowledges that he or she has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan.
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(l)	Governing Law. This Agreement shall be construed and interpreted in accordance with the internal laws of the State of Colorado without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction that could cause the application of the laws of any jurisdiction other than the State of Colorado.
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(m)	Headings. The headings of the Sections of this Agreement are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.
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(n)	Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
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[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

NATIONAL BANK HOLDINGS CORPORATION

By: ____________________________________ Name: Angela Petrucci Title: Chief Administrative Officer

By: ____________________________________ Name: Emily Gooden Title: Chief Accounting Officer

PARTICIPANT

[[SIGNATURE]]

_______________________________________ [[FIRSTNAME]] [[MIDDLENAME]] [[LASTNAME]]

[Signature Page to PSU Award Agreement]

Annex A Performance Metrics

For purposes of this Agreement, the following terms have the meanings ascribed thereto below:

“Adjusted Relative ROTA Factor” shall mean (a) if NBHC’s ROTA for any calendar year during the Measurement Period is less than zero, then the lesser of (i) the Relative ROTA Factor and (ii) 1.000; and (b) if NBHC’s ROTA for each calendar year during the Measurement Period is equal to or greater than zero, then the Relative ROTA Factor.

“Adjusted Relative TSR Factor” shall mean (a) if NBHC’s TSR for the Measurement Period is less than zero, then the lesser of (i) the Relative TSR Factor and (ii) 1.000; and (b) if NBHC’s TSR for the Measurement Period is equal to or greater than zero, then the Relative TSR Factor.

“Cumulative Adjusted EPS” shall mean NBHC’s cumulative earnings per share for each of the fiscal years during the Performance Period, as reported in NBHC’s audited financial statements in NBHC’s Annual Report on Form 10-K (the “Annual Report”), as adjusted to eliminate the effects of the following: (a) changes in law or accounting principles, (b) one-time effects of mergers and acquisitions, (c) gains or losses on the extinguishment of debt or the sale of investment securities, (d) restructuring charges, and (e) other extraordinary items that the Committee deems appropriate.

“EPS Earned PSUs” shall mean the product of (a) the EPS Target Number multiplied by (b) the EPS Factor (such product shall be rounded to the nearest whole number).

“EPS Factor” shall mean the factor determined and certified by the Committee based on Cumulative EPS for the Measurement Period as follows:

Cumulative EPS for the Measurement Period	EPS Factor
Less than $‌
Equal to $‌
Equal to $‌
Equal to or greater than $‌

Linear interpolation shall be used between the applicable Cumulative EPS targets set forth above. In no event will the EPS Factor exceed [ ].

“GAAP” shall mean the generally accepted accounting principles in effect from time to time in the United States, applied on a consistent basis.

“Measurement Period” shall mean the period commencing on [DATE] and ending on [DATE]. A-1

“Relative ROTA” shall mean the percentile ranking of NBHC’s ROTA among the ROTAs for the companies included in the S&P 600 Regional Bank Group for each respective calendar year of the Measurement Period, calculated by determining the quotient of (a) the sum of each of NBHC’s ROTA percentile rankings at the end of each calendar year during the Measurement Period divided by (b) three (3). Notwithstanding the foregoing, in the event of a Change of Control prior to the final determination of Relative ROTA for the Measurement Period, the determination of Relative ROTA will be made by the Committee as contemplated by Section 2(b)(i) based on information that is publicly available with respect to the portion of the Measurement Period completed (including calendar quarters, if practicable) prior to the Change in Control and as of the date of the Committee’s determination, and the Measurement Period shall end.

“Relative ROTA Factor” shall mean the factor determined and certified by the Committee based on Relative ROTA for the Measurement Period as follows:

Relative ROTA for the Measurement Period (%ile)	Relative ROTA Factor
Less than [ ] percentile…………………………………………………………….
Equal to [ ] percentile…………………………………………………………….
Equal to [ ] percentile…………………………………………………………….
Greater than [ ] percentile…………………………………………………………….

Linear interpolation shall be used between the applicable Relative ROTA targets set forth above. In no event will the Relative ROTA Factor exceed [ ].

“Relative TSR” shall mean the percentile ranking of NBHC’s TSR among the TSRs for the companies included in the S&P 600 Regional Bank Group as of the first day of the Measurement Period; provided that any company that is not continuously included in the S&P 600 Regional Bank Group during the Measurement Period shall be excluded from the determination of Relative TSR. The only exception shall be if a company included in the S&P 600 Regional Bank Group as of the first day of the Measurement Period files for bankruptcy or is placed into receivership, they shall remain included in the determination of Relative TSR, with a TSR of -100%.

“Relative TSR Factor” shall mean the factor determined and certified by the Committee based on Relative TSR for the Measurement Period as follows:

Relative TSR for the Measurement Period (%ile)	Relative TSR Payment Factor
Less than [ ] percentile‌
Equal to [ ] percentile‌
Equal to [ ] percentile‌
Greater than [ ] percentile‌

A-2

Linear interpolation shall be used between the applicable Relative TSR targets set forth above. In no event will the Relative TSR Factor exceed [ ].

“ROTA” shall mean a company’s return on tangible assets and shall mean, as of any date, a company’s ratio of (i) consolidated net income plus intangible amortization expense (net of taxes using the marginal federal tax rate in effect at the time of calculation) for the four completed calendar quarters for the relevant calendar year (including the calendar quarter ending December 31 of such year) to (ii) the average assets of the company, excluding all assets that would be classified as intangible assets (such as goodwill) on the company’s consolidated balance sheet, averaged for the four completed calendar quarters for the relevant calendar year (including the calendar quarter ending December 31 of such year). ROTA shall be calculated utilizing the data (including the applicable tax rate) provided through the SNL Financial Database (or its qualified successor) for all companies in the S&P 600 Regional Bank Group for the applicable calendar year of the Measurement Period (the “Peer Group”). Notwithstanding the foregoing, the Committee shall have the discretion to adjust net income for one-time expenses such as (a) changes in law or accounting principles (b) one-time effects of mergers and acquisitions, (d) restructuring charges, and (e) other extraordinary items that the Committee deems appropriate and each as reported in the public filings with the Securities and Exchange Commission and each as compared to the companies in the relevant Peer Group, as applicable.

“TSR” shall mean, with respect to a particular company, total shareholder return for such company over the Measurement Period, calculated using the average closing stock price for the 20 trading days prior to and including [DATE] and the average closing stock price for the 20 trading days prior to and including [DATE], assuming dividends are reinvested in such company’s common stock on the ex-dividend date.

“TSR Earned PSUs” shall mean the product of (a) the TSR Target Number multiplied by (b) the Adjusted Relative TSR Factor (such product shall be rounded to the nearest whole number).

A-3

Annex B Restrictive Covenants

relationship between any such client, customer, investor, vendor, supplier, licensee, or business relation, on the one hand, and the Company, on the other hand. For purposes hereof, “Competitive Enterprise” means any business enterprise that engages in any activity closely associated with commercial banking or any other financial services business, including the operations of an institution, the deposits of which are insured by the Federal Deposit Insurance Corporation, that is competitive with any portion of the business conducted by the Company.

4.Equitable Remedies. Participant acknowledges that the Company would be irreparably injured by a violation of Section 1 through 3 of this Annex B and he or she agrees that the Company, in addition to any other remedies available to it for such breach or threatened breach, on meeting the standards required by law, shall be entitled to a preliminary injunction, temporary restraining order, or other equivalent relief, restraining Participant from any actual or threatened breach of Section 1 through 3 of this Annex B. If a bond is required to be posted in order for the Company to secure an injunction or other equitable remedy, the parties agree that said bond need not be more than a nominal sum.

5.Severability; Blue Pencil. Participant acknowledges and agrees that he or she has had the opportunity to seek advice of counsel in connection with this Agreement and the restrictive covenants contained herein are reasonable in geographical scope, temporal duration, and in all other respects. If it is determined that any provision of this Annex B is invalid or unenforceable, the remainder of the provisions of this Annex B shall not thereby be affected and shall be given full effect, without regard to the invalid portions. If any court or other decision-maker of competent jurisdiction determines that any of the covenants in this Annex B is unenforceable because of the duration or geographic scope of such provision, then after such determination becomes final and unappealable, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable, and in its reduced form, such provision shall be enforced.

B-2

EXHIBIT A THREE-YEAR PERFORMANCE AWARD PSUs SUBJECT TO EPS AND TSR METRIC

The three-year performance award is an award of performance-stock units (PSUs), a portion of which vests upon the attainment of a three-year cumulative earnings per share (EPS) factor, a portion of which vests upon the attainment of a three-year return on tangible assets (ROTA) factor, and a portion of which vests upon the attainment of a three-year relative total shareholder return (TSR) factor, as further detailed in the Performance Stock Unit Master Award Agreement dated April 1, 2024 (the “Agreement”). The PSUs for the EPS Factor, ROTA Factor, and TSR Factor are recognized as three separate grant amounts that are subject to the same Agreement. By signing and accepting both the Agreement and this Exhibit A, you are acknowledging your acceptance of the terms of the Agreement and the PSUs associated with the EPS, ROTA, TSR Factor.

Target Number of PSUs (EPS Factor) received:[______]

Target Number of PSUs (ROTA Factor) received:[______]

Target Number of PSUs (TSR Factor) received:[______]

Accepted and Acknowledged:

PARTICIPANT

_________________________________________ [Participant Name]

NBH 2014 Form of Restricted Stock Agreement (Double Trigger) (working draft)

**Exhibit 10.**26

2023 OMNIBUS INCENTIVE PLAN RESTRICTED **** STOCK **** AWARD **** AGREEMENT

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of [DATE] (the “Date of Grant”), is made by and between National Bank Holdings Corporation, a Delaware corporation (“NBHC”), and [Participant Name] (“Participant”). Capitalized terms used herein without definition have the meanings ascribed to such terms in the National Bank Holdings Corporation 2023 Omnibus Incentive Plan (as amended, restated or modified, the “Plan”).

1.	Grant of Restricted Stock Award.
(a)	Grant. NBHC hereby grants to Participant an award of Restricted Stock with respect to an aggregate of [Total Number] restricted shares of Common Stock (the “Restricted Stock”), on the terms and subject to the conditions set forth in this Agreement and as otherwise provided in the Plan.
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(b)	Incorporation by Reference, Etc. The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan.
---	---
2.	Vesting.
---	---
(a)	General. Except as may otherwise be provided herein, the Shares of Restricted Stock shall vest on [Vesting Date], subject to Participant not having incurred a Termination of Employment as of the vesting date.
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(b)	Vesting upon Death or Disability. If Participant incurs a Termination of Employment due to Participant’s death or Disability, the restrictions on any unvested Restricted Stock shall immediately lapse and the Restricted Stock shall be fully vested as of the date of Termination of Employment.
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(c)

Vesting Following a Change in Control. If, in connection with a Change in Control, Participant is provided with a Replacement Award (as defined in Section 9) and within two years following such Change in Control, Participant incurs a Termination of Employment without Cause or due to Participant’s resignation with Good Reason (as defined in Section 13), all the unvested Restricted Stock (or other form of Replacement Award) shall become fully vested. If Participant is not provided with a Replacement Award in connection with a Change in Control, the Restricted Stock will vest in accordance with Section 9.

(d)

Other Termination of Employment. If Participant incurs a Termination of Employment (i) that is not within two years following a Change in Control or (ii) for any reason other than death or Disability, any unvested Restricted Stock shall be forfeited by Participant without consideration.

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Transfer of this certificate and the shares represented hereby is restricted pursuant to the terms of the National Bank Holdings Corporation 2023 Omnibus Incentive Plan and a Restricted Stock Award Agreement, dated as of [Date of Agreement] between National Bank Holdings Corporation and [Name of Participant]. A copy of such Agreement is on file at the offices of National Bank Holdings Corporation.

As soon as practicable following the vesting of any Restricted Stock, NBHC shall ensure that its stock transfer books reflect the vesting. If certificates for the Restricted Stock exist, such certificates for such vested Restricted Stock shall be delivered to Participant or to Participant’s legal representative along with the stock powers relating thereto.

10.Forfeiture. Participant agrees that, notwithstanding any other provision of any agreement to which he or she is subject with the Company, and in addition to and not in contravention of any clawback provision or policy applicable to Participant as in effect from time to time (including any clawback policies or provisions implemented pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable laws):

(a)	If the Company is required to prepare an accounting restatement due to material noncompliance of the Company as a result of Participant’s misconduct in connection with any financial reporting requirement under the federal securities laws, the Committee may require Participant to forfeit unvested Restricted Stock, and/or to reimburse the Company for all amounts received under this Agreement from the Company during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the financial document embodying such financial reporting requirement, and any amounts received with respect to, or amounts realized from, the vesting of Restricted Stock or the subsequent sale of Shares or the cancellation of Restricted Stock during that 12 month period;
(b)	If the Committee shall determine that Participant has engaged in a serious breach of conduct, the Committee may require Participant to forfeit unvested Restricted Stock, may terminate this Agreement and/or require Participant to repay any amounts realized upon the vesting of Restricted Stock or on the subsequent sale of the shares of common stock that were granted as Restricted Stock or the cancellation of shares relating to Restricted Stock; and
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(c)	If Participant is found guilty of misconduct by any judicial or administrative authority in connection with any (i) formal investigation by the Securities and Exchange Commission or (ii) other federal or state regulatory investigation, the Committee may require Participant to forfeit unvested Restricted Stock and/or may require the repayment of any amounts realized upon the vesting of Restricted Stock or on the subsequent sale of the shares of common stock that were granted as Restricted Stock or the cancellation of shares relating to Restricted Stock without regard to the timing of the determination of misconduct in relation to the timing of the vesting or sale of the award.
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The foregoing provisions of this Section 10 shall cease to apply following a Change in Control, except as otherwise required by applicable law.

11.	Miscellaneous.
(a)	Confidentiality of this Agreement. Participant agrees to keep confidential the terms of this Agreement, unless and until such terms have been disclosed publicly other than through a breach by Participant of this covenant. This provision does not prohibit Participant from providing this information on a confidential and privileged basis to Participant’s attorneys or accountants for purposes of obtaining legal or tax advice or as otherwise required by law.
---	---
(b)	Restrictive Covenants. To protect the Company’s Trade Secret Information (as defined in Annex A), the grant and vesting of the Restricted Stock pursuant to this Agreement shall be in partial consideration and subject to Participant’s continued compliance with (i) any restrictive covenants set forth in an Individual Agreement or (ii) if there are no confidentiality and/or non-solicitation provisions in an Individual
---	---

Agreement, the restrictive covenants as set forth in Annex A hereto. For the avoidance of doubt, if there are confidentiality and/or non-solicitation provisions in an Individual Agreement, the restrictive covenants in the Individual Agreement shall govern.
(c)	Waiver and Amendment. The Committee may waive any conditions or rights under, or amend any terms of, this Agreement and the Restricted Stock granted hereunder; provided that any such waiver or amendment that would impair the rights of any Participant or any holder or beneficiary of any Restricted Stock heretofore granted shall not to that extent be effective without the consent of Participant. No waiver of any right hereunder by any party shall operate as a waiver of any other right, or as a waiver of the same right with respect to any subsequent occasion for its exercise, or as a waiver of any right to damages. No waiver by any party of any breach of this Agreement shall be held to constitute a waiver of any other breach or a waiver of the continuation of the same breach.
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(d)	Notices. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, facsimile, courier service or personal delivery:
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if to the Company to:

National Bank Holdings Corporation 7800 East Orchard Road, Suite 300 Greenwood Village, CO 80111 Facsimile: (855) 576-3479 Attention: Legal Department

if to Participant: at the address last on the records of the Company.

(e)	Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.
(f)	No Rights to Service. Nothing contained in this Agreement shall be construed as giving Participant any right to be retained, in any position, as an employee, consultant or director of the Company or shall interfere with or restrict in any way the right of the Company, which is hereby expressly reserved, to remove, terminate or discharge Participant at any time for any reason whatsoever.
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(g)	Beneficiary. Participant may file with NBHC a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, change or revoke such designation by filing a new designation with NBHC. The last such designation received by NBHC shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by NBHC prior to Participant’s death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation is filed by Participant, the beneficiary shall be deemed to be his or her spouse or, if Participant is unmarried at the time of death, his or her estate.
(h)	Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and of Participant and the beneficiaries, executors, administrators, heirs and successors of Participant.
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(i)	Entire Agreement. This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations with respect thereto.
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(j)	Bound by the Plan. By signing this Agreement, Participant acknowledges that he or she has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan.
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(k)	Governing Law. This Agreement shall be construed and interpreted in accordance with the internal laws of the State of Colorado without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction that could cause the application of the laws of any jurisdiction other than the State of Colorado.
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(l)	Headings. The headings of the Sections of this Agreement are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.
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(m)	Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
---	---

13.	Definitions and Administration.
(a)	Termination for Cause. Unless otherwise provided under the termination with “cause” provisions of an Individual Agreement, to invoke a termination for Cause, the
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Company must provide written notice to Participant of the existence of such grounds within 30 days following the Company’s knowledge of the existence of such grounds, specifying in reasonable detail the grounds constituting Cause, and, with respect to the grounds enumerated in clauses (A), (C), (D) and (E) of the definition of Cause in the Plan, Participant shall have 30 days following receipt of such written notice during which he or she may remedy the ground if such ground is reasonably subject to cure as determined by the Company.
(b)	“Good Reason” shall have the meaning given to such term in an Individual Agreement, or if there is no such Individual Agreement or if it does not define Good Reason, then, Good Reason shall mean the occurrence of the following, in the absence of Participant’s written consent:
---	---
(i)	a material diminution in Participant’s annual base salary from that in effect immediately prior to a Change in Control; or
---	---
(ii)	the assignment to Participant of any duties materially inconsistent with Participant’s positions (including status, offices, titles and reporting requirements), authority, duties or responsibilities, or any other action by the Company that results in a material diminution in such positions, authority, duties or responsibilities, in each case, from those in effect immediately prior to a Change in Control;
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[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

NATIONAL BANK HOLDINGS CORPORATION

By: Name: Angela Petrucci

Title:Chief Administrative Officer

By: Name: Emily Gooden

Title:Chief Accounting Officer

PARTICIPANT

By: ________________________________

[Signature Page to Restricted Stock Award Agreement]

ANNEX **** A

RESTRICTIVE COVENANTS

NBH 2014 Form of Restricted Stock Agreement (Double Trigger) (working draft)

**Exhibit 10.**27

2023 OMNIBUS INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED **** STOCK **** AWARD **** AGREEMENT

THIS PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the date indicated in the attached Schedule (the “Date of Grant”), is made by and between National Bank Holdings Corporation, a Delaware corporation (“NBHC”), and the participant indicated in the attached Schedule (“Participant”). Capitalized terms used herein without definition have the meanings ascribed to such terms in the National Bank Holdings Corporation 2023 Omnibus Incentive Plan (as amended, restated or modified, the “Plan”).

1.	Grant of Restricted Stock Award.
(a)	Grant. NBHC hereby grants to Participant an award of Restricted Stock with respect to an aggregate of the number of restricted shares of Common Stock indicated in the attached Schedule (the “Restricted Stock”), on the terms and subject to the conditions set forth in this Agreement and as otherwise provided in the Plan.
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(b)	Incorporation by Reference, Etc. The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan.
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2.	Vesting.
---	---
(a)	General. Except as may otherwise be provided herein, the Restricted Stock shall vest according to vesting schedule indicated in the attached Schedule, subject to Participant not having incurred a Termination of Employment as of the applicable vesting date.
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(b)	Vesting upon Death or Disability. If Participant incurs a Termination of Employment due to Participant’s death or Disability, the restrictions on any unvested Restricted Stock shall immediately lapse and the Restricted Stock shall be fully vested as of the date of Termination of Employment.
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(c)	Vesting Following a Change in Control. If, in connection with a Change in Control, Participant is provided with a Replacement Award (as defined in Section 9) and within two years following such Change in Control, Participant incurs a Termination of
---	---

Employment without Cause or due to Participant’s resignation with Good Reason (as defined in Section 13), all the unvested Restricted Stock (or other form of Replacement Award) shall become fully vested. If Participant is not provided with a Replacement Award in connection with a Change in Control, the Restricted Stock will vest in accordance with Section 9.
(d)	Other Termination of Employment.
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(i)	If Participant incurs a Termination of Employment without Cause or due to Participant’s resignation with Good Reason (as defined in Section 13), all the unvested Restricted Stock shall become fully vested. For purposes of this Section 2(d)(i), any performance-based portion of the award shall become vested assuming the greater of (i) actual level of achievement if the performance period was concluded at the time of Termination of Employment, or (ii) “at-target” levels (assuming the “at-target” levels of goal achievement had been attained).
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(ii)	If Participant incurs a Termination of Employment for any reason other than death or Disability, a Termination of Employment without Cause or due to Participant’s resignation with Good Reason (as defined in Section 13), any unvested Restricted Stock shall be forfeited by Participant without consideration.
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Transfer of this certificate and the shares represented hereby is restricted pursuant to the terms of the National Bank Holdings Corporation 2023 Omnibus Incentive Plan and a Restricted Stock Award Agreement, dated as of January 7, 2026, between National Bank Holdings Corporation and [NAME]. A copy of such Agreement is on file at the offices of National Bank Holdings Corporation.

for such vested Restricted Stock shall be delivered to Participant or to Participant’s legal representative along with the stock powers relating thereto.

6.Dividend and Voting Rights. After the Date of Grant, Participant shall be the record owner of the Restricted Stock, unless and until such Restricted Stock is forfeited pursuant to Participant’s Termination of Employment or sold or otherwise disposed of, and as record owner shall be entitled to all rights of a common stockholder of NBHC, including, without limitation, voting rights and rights to payment of cash or in-kind dividends, if any, with respect to the Restricted Stock; provided that (x) with respect to the portion of Restricted Stock to vest on December 15, 2026, any cash or in-kind dividends paid by the Company between the grant date and December 15, 2026 shall be accrued and withheld by NBHC and shall be paid to Participant, without interest, only when, and if such Restricted Stock becomes vested on December 15, 2026 and (y) the Restricted Stock shall be subject to the limitations on transfer and encumbrance set forth in this Agreement and the Plan.

(a)	If the Company is required to prepare an accounting restatement due to material noncompliance of the Company as a result of Participant’s misconduct in connection with any financial reporting requirement under the federal securities laws, the Committee may require Participant to forfeit unvested Restricted Stock, and/or to reimburse the Company for all amounts received under this Agreement from the Company during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the financial document embodying such financial reporting requirement, and any amounts received with respect to, or amounts realized from, the vesting of Restricted Stock or the subsequent sale of Shares or the cancellation of Restricted Stock during that 12 month period;
(b)	If the Committee shall determine that Participant has engaged in a serious breach of conduct, the Committee may require Participant to forfeit unvested Restricted Stock, may terminate this Agreement and/or require Participant to repay any amounts realized upon the vesting of Restricted Stock or on the subsequent sale of the shares of common stock that were granted as Restricted Stock or the cancellation of shares relating to Restricted Stock; and
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(c)	If Participant is found guilty of misconduct by any judicial or administrative authority in connection with any (i) formal investigation by the Securities and Exchange Commission or (ii) other federal or state regulatory investigation, the Committee may require Participant to forfeit unvested Restricted Stock and/or may require the repayment of any amounts realized upon the vesting of Restricted Stock or on the subsequent sale of the shares of common stock that were granted as Restricted Stock or the cancellation of shares relating to Restricted Stock without regard to the timing of the determination of misconduct in relation to the timing of the vesting or sale of the award.
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The foregoing provisions of this Section 10 shall cease to apply following a Change in Control, except as otherwise required by applicable law.

11.	Miscellaneous.
(a)	Confidentiality of this Agreement. Participant agrees to keep confidential the terms of this Agreement, unless and until such terms have been disclosed publicly other than through a breach by Participant of this covenant. This provision does not prohibit Participant from providing this information on a confidential and privileged basis to Participant’s attorneys or accountants for purposes of obtaining legal or tax advice or as otherwise required by law.
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(b)	Restrictive Covenants. To protect the Company’s Trade Secret Information (as defined in Annex A), the grant and vesting of the Restricted Stock pursuant to this Agreement shall be in partial consideration and subject to Participant’s continued compliance with (i) any restrictive covenants set forth in an Individual Agreement or (ii) if there are no confidentiality and/or non-solicitation provisions in an Individual Agreement, the restrictive covenants as set forth in Annex A hereto. For the avoidance of doubt, if there are confidentiality and/or non-solicitation provisions in an Individual Agreement, the restrictive covenants in the Individual Agreement shall govern.
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(c)	Waiver and Amendment. The Committee may waive any conditions or rights under, or amend any terms of, this Agreement and the Restricted Stock granted hereunder; provided that any such waiver or amendment that would impair the rights of any
---	---

and supersede all prior communications, representations and negotiations with respect thereto.
(j)	Bound by the Plan. By signing this Agreement, Participant acknowledges that he or she has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan.
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(k)	Governing Law. This Agreement shall be construed and interpreted in accordance with the internal laws of the State of Colorado without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction that could cause the application of the laws of any jurisdiction other than the State of Colorado.
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(l)	Headings. The headings of the Sections of this Agreement are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.
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(m)	Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
---	---

13.	Definitions and Administration.
(a)	Termination for Cause. Unless otherwise provided under the termination with “cause” provisions of an Individual Agreement, to invoke a termination for Cause, the Company must provide written notice to Participant of the existence of such grounds within 30 days following the Company’s knowledge of the existence of such grounds, specifying in reasonable detail the grounds constituting Cause, and, with respect to the grounds enumerated in clauses (A), (C), (D) and (E) of the definition of Cause in the Plan, Participant shall have 30 days following receipt of such written notice during which he or she may remedy the ground if such ground is reasonably subject to cure as determined by the Company.
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(b)	“Good Reason” shall have the meaning given to such term in an Individual Agreement, or if there is no such Individual Agreement or if it does not define Good Reason, then, Good Reason shall mean the occurrence of the following, in the absence of Participant’s written consent:
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(i)	a material diminution in Participant’s annual base salary from that in effect immediately prior to a Change in Control; or
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(ii)	the assignment to Participant of any duties materially inconsistent with Participant’s positions (including status, offices, titles and reporting requirements), authority, duties or responsibilities, or any other action by the Company that results in a material diminution in such positions, authority, duties or responsibilities, in each case, from those in effect immediately prior to a Change in Control;
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[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

NATIONAL BANK HOLDINGS CORPORATION

By:

Name: Angela Petrucci

Title:EVP, Chief Administrative Officer

By:

Name: Emily Gooden

Title:SVP, Chief Accounting Officer

PARTICIPANT

By: ________________________________

Name: [NAME]

[Signature Page to Restricted Stock Award Agreement]

ANNEX **** A

RESTRICTIVE COVENANTS

3.Nonsolicitation of Clients. To protect the Trade Secret Information, you agree that, during the Restricted Period and except as required for the performance of duties assigned to you by the Company, you will not use any Trade Secret Information to, directly or indirectly, (a) solicit any client or customer of the Company to transact business with a Competitive Enterprise (as defined below), or (b) induce or attempt to induce any client, customer, or investor (in each case, whether former, current, or prospective), vendor, supplier, licensee, or other business relation of the Company to reduce or cease doing business with the Company, or in any way interfere with the relationship between any such client, customer, investor, vendor, supplier, licensee, or business relation, on the one hand, and the Company, on the other hand. For purposes hereof, “Competitive Enterprise” means any business enterprise that engages in any activity closely associated with commercial banking or any other financial services business, including the operations of an institution, the deposits of which are insured by the Federal Deposit Insurance Corporation, that is competitive with any portion of the business conducted by the Company.

SCHEDULE

Date of Grant: January 7, 2026

Participant: [NAME]

Shares Granted: [_____]

Vesting Schedule:

(a)	Up to [_____]shares of the Restricted Shares shall be performance-based and vest on December 15, 2026 as follows based on the following two metrics:

i.	50% shall vest based upon the successful closing, integration and rebranding of the combined organization, as determined by the Compensation Committee in its full and absolute discretion, including without limitation, with respect to unforeseen factors that are the result of a third party.

ii.	The remaining 50% shall vest based upon the achievement of Annualized Cost Savings Executed during the Performance Period 2026.
●	“Annualized Cost Savings Executed ” shall mean all cost reduction actions taken during the Performance Period with identified implementation steps and expected savings, which is expected to total approximately $18 million on a Run Rate Basis.
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●	“Cost Savings” shall mean reductions in operating expenses in the combined organization directly resulting from Vista acquisition related integration actions, including organizational efficiencies, vendor or facilities consolidation, and elimination of duplicative roles. The Committee shall have discretion in excluding extraordinary expenses such as one-time M&A expenses, strategic investments and branding expenses when analyzing the Cost Savings.
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●	“Performance Period” shall be the period from September 15, 2025 through November 30, 2026.
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●	“Run Rate Basis” shall mean the estimated full year effect of Cost Saving actions once fully implemented.
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●	“Vista” shall mean Vista Bancshares, Inc. (or its successor entity) and its subsidiaries.
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The Committee shall have discretion to reduce the payout downward based on the relative level of achievement of the Annualized Cost Savings Executed on a prorated basis.

Following the end of the Performance Period, the Committee shall certify the level of achievement of the performance goals. The Restricted Shares that become earned shall vest upon such certification on December 15, 2026, unless otherwise provided in this Agreement. Any Restricted Shares that do not become earned upon certification shall be forfeited without consideration.

(b)	The remaining [_____] shares of Restricted Shares shall be time-based and vest ratably as follows, subject to the terms of this Agreement:

Shares	Vest Date
[_____]	March 15, 2027
[_____]	June 15, 2027
[_____]	September 15, 2027
[_____]	December 15, 2027
[_____]	March 15, 2028
[_____]	June 15, 2028
[_____]	September 15, 2028
[_____]	December 15, 2028

NBH 2014 Form of Restricted Stock Agreement (Double Trigger) (working draft)

**Exhibit 10.**29

2026 INDUCEMENT PLAN RESTRICTED **** STOCK **** AWARD **** AGREEMENT

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of January 15, 2026 (the “Date of Grant”), is made by and between National Bank Holdings Corporation, a Delaware corporation (“NBHC”), and [Participant Name] (“Participant”). Capitalized terms used herein without definition have the meanings ascribed to such terms in the National Bank Holdings Corporation 2026 Inducement Plan (as amended, restated or modified, the “Plan”).

WHEREAS, NBHC has adopted the Plan in accordance with NYSE Rule 303A.08 to promote the interests of NBHC and its subsidiaries (collectively, the “Company”) by inducing highly qualified prospective employees not previously employed by or following a bona fide period of interruption with the Company to accept employment with the Company; and

WHEREAS, Participant accepts the award of restricted shares of Common Stock pursuant to the terms of this Agreement and the Plan as a material inducement to accept the offer of employment with the Company.

1.	Grant of Restricted Stock Award.
(a)	Grant. NBHC hereby grants to Participant an award of Restricted Stock with respect to an aggregate of [Total Number] restricted shares of Common Stock (the “Restricted Stock”), on the terms and subject to the conditions set forth in this Agreement, in the Plan and as otherwise may be agreed in any Individual Agreement.
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(b)	Incorporation by Reference, Etc. The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan.
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2.	Vesting.
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(a)	General. Except as may otherwise be provided herein, in the Plan or in any Individual Agreement, the Restricted Stock shall vest according to vesting schedule indicated in the attached Schedule, subject to Participant not having incurred a Termination of Employment as of the vesting date. Notwithstanding the foregoing, and except to the extent any contrary or overriding term would result in a violation of Code Section 409A, to the extent that (i) any Individual Agreement contains terms and conditions relating to the vesting or forfeiture of equity awards, including the Restricted Stock, and (ii) a provision in such Individual Agreement directly conflicts with any provision in this Section 2, the terms and conditions set forth in such Individual Agreement shall supersede and control.
(b)	Vesting upon Death or Disability. Unless provided otherwise in any Individual Agreement, if Participant incurs a Termination of Employment due to Participant’s death or Disability, the restrictions on any unvested Restricted Stock shall immediately lapse and the Restricted Stock shall be fully vested as of the date of Termination of Employment.
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(c)	Vesting Following a Change in Control. Unless provided otherwise in any Individual Agreement, if, in connection with a Change in Control, Participant is provided with a Replacement Award (as defined in Section 9) and within two years following such Change in Control, Participant incurs a Termination of Employment without Cause or due to Participant’s resignation with Good Reason (as defined in Section 13), all the unvested Restricted Stock (or other form of Replacement Award) shall become fully vested. If Participant is not provided with a Replacement Award in connection with a Change in Control, the Restricted Stock will vest in accordance with Section 9.
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(d)	Other Termination of Employment. Unless provided otherwise in any Individual Agreement, if Participant incurs a Termination of Employment (i) that is not within two years following a Change in Control or (ii) for any reason other than death or Disability, any unvested Restricted Stock shall be forfeited by Participant without consideration.
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Transfer of this certificate and the shares represented hereby is restricted pursuant to the terms of the National Bank Holdings Corporation 2026 Inducement Plan and a Restricted Stock Award Agreement, dated as of [______], 2026 between National Bank Holdings Corporation and [Name of Participant]. A copy of such Agreement is on file at the offices of National Bank Holdings Corporation.

9.Change in Control. Notwithstanding anything in the Plan or otherwise set forth in this Agreement to the contrary, but subject to the terms of any Individual Agreement, which shall control, upon the occurrence of a Change in Control, all restrictions on the Restricted Stock shall immediately lapse and the Restricted Stock shall be fully vested, except to the extent that another award meeting the requirements of this Section 9 is provided to Participant to replace the Restricted Stock award (an award meeting the requirements of this Section 9, a “Replacement Award”). An award shall meet the conditions of this Section 9 (and hence, qualify as a Replacement Award) if: (i) it is a restricted publicly traded equity security of NBHC or the surviving corporation or the ultimate parent of the applicable entity following the Change in Control, (ii) it has a fair market

value at least equal to the value of the Restricted Stock granted pursuant to this Agreement as of the date of the Change in Control, (iii) it contains terms relating to vesting (including with respect to Termination of Employment) that are substantially identical to the terms set forth in this Agreement, and (iv) its other terms and conditions are not less favorable to Participant than the terms and conditions set forth in this Agreement or in the Plan (including provisions that apply in the event of a subsequent Change in Control) as of the date in the Change in Control. Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of this award if the requirements of the preceding sentence are satisfied. If a Replacement Award is granted, the Restricted Stock shall not vest upon a Change in Control. The determination of whether the conditions of this Section 9 are satisfied shall be made by the Committee, as constituted immediately prior to the Change in Control, in its sole discretion.

(a)	If the Company is required to prepare an accounting restatement due to material noncompliance of the Company as a result of Participant’s misconduct in connection with any financial reporting requirement under the federal securities laws, the Committee may require Participant to forfeit unvested Restricted Stock, and/or to reimburse the Company for all amounts received under this Agreement from the Company during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the financial document embodying such financial reporting requirement, and any amounts received with respect to, or amounts realized from, the vesting of Restricted Stock or the subsequent sale of Shares or the cancellation of Restricted Stock during that 12 month period;
(b)	If the Committee shall determine that Participant has engaged in a serious breach of conduct, the Committee may require Participant to forfeit unvested Restricted Stock, may terminate this Agreement and/or require Participant to repay any amounts realized upon the vesting of Restricted Stock or on the subsequent sale of the shares of common stock that were granted as Restricted Stock or the cancellation of shares relating to Restricted Stock; and
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(c)	If Participant is found guilty of misconduct by any judicial or administrative authority in connection with any (i) formal investigation by the Securities and Exchange Commission or (ii) other federal or state regulatory investigation, the Committee may require Participant to forfeit unvested Restricted Stock and/or may require the repayment of any amounts realized upon the vesting of Restricted Stock or on the subsequent sale of the shares of common stock that were granted as Restricted Stock or the cancellation of shares relating to Restricted Stock without regard to the timing of the determination of misconduct in relation to the timing of the vesting or sale of the award.
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The foregoing provisions of this Section 10 shall cease to apply following a Change in Control, except as otherwise required by applicable law.

11.	Miscellaneous.
(a)	Confidentiality of this Agreement. Participant agrees to keep confidential the terms of this Agreement, unless and until such terms have been disclosed publicly other than through a breach by Participant of this covenant. This provision does not prohibit Participant from providing this information on a confidential and privileged basis to Participant’s attorneys or accountants for purposes of obtaining legal or tax advice or as otherwise required by law.
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(b)	Restrictive Covenants. To protect the Company’s Trade Secret Information (as defined in Annex A), the grant and vesting of the Restricted Stock pursuant to this Agreement shall be in partial consideration and subject to Participant’s continued compliance with (i) any restrictive covenants set forth in an Individual Agreement or (ii) if there are no confidentiality and/or non-solicitation provisions in an Individual Agreement, the restrictive covenants as set forth in Annex A hereto. For the avoidance of doubt, if there are confidentiality and/or non-solicitation provisions in an Individual Agreement, the restrictive covenants in the Individual Agreement shall govern.
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(c)	Waiver and Amendment. The Committee may waive any conditions or rights under, or amend any terms of, this Agreement and the Restricted Stock granted hereunder; provided that any such waiver or amendment that would impair the rights of any Participant or any holder or beneficiary of any Restricted Stock heretofore granted shall not to that extent be effective without the consent of Participant. No waiver of any right hereunder by any party shall operate as a waiver of any other right, or as a waiver of the same right with respect to any subsequent occasion for its exercise, or as a waiver of any right to damages. No waiver by any party of any breach of this Agreement shall be held to constitute a waiver of any other breach or a waiver of the continuation of the same breach.
---	---
(d)	Notices. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, facsimile, courier service or personal delivery:
---	---

if to the Company to:

National Bank Holdings Corporation 7800 East Orchard Road, Suite 300 Greenwood Village, CO 80111 Facsimile: (855) 576-3479 Attention: Legal Department

if to Participant: at the address last on the records of the Company.

(e)	Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.
(f)	No Rights to Service. Nothing contained in this Agreement shall be construed as giving Participant any right to be retained, in any position, as an employee, consultant or director of the Company or shall interfere with or restrict in any way the right of the Company, which is hereby expressly reserved, to remove, terminate or discharge Participant at any time for any reason whatsoever.
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(g)	Beneficiary. Participant may file with NBHC a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, change or revoke such designation by filing a new designation with NBHC. The last such designation received by NBHC shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by NBHC prior to Participant’s death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation is filed by Participant, the beneficiary shall be deemed to be his or her spouse or, if Participant is unmarried at the time of death, his or her estate.
---	---
(h)	Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and of Participant and the beneficiaries, executors, administrators, heirs and successors of Participant.
---	---
(i)	Entire Agreement. This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations with respect thereto.
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(j)	Bound by the Plan. By signing this Agreement, Participant acknowledges that he or she has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan.
---	---
(k)	Governing Law. This Agreement shall be construed and interpreted in accordance with the internal laws of the State of Delaware without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction that could cause the application of the laws of any jurisdiction other than the State of Delaware.
---	---
(l)	Headings. The headings of the Sections of this Agreement are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.
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(m)	Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

13.	Definitions and Administration.
(a)	Termination for Cause. Unless otherwise provided in an Individual Agreement, to invoke a termination for Cause, the Company must provide written notice to Participant of the existence of such grounds within 30 days following the Company’s knowledge of the existence of such grounds, specifying in reasonable detail the grounds constituting Cause, and, with respect to the grounds enumerated in clauses (A), (C), (D) and (E) of the definition of Cause in the Plan, Participant shall have 30 days following receipt of such written notice during which he or she may remedy the ground if such ground is reasonably subject to cure as determined by the Company.
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(b)	“Good Reason” shall have the meaning given to such term in an Individual Agreement, or if there is no such Individual Agreement or if it does not define Good Reason, then, Good Reason shall mean the occurrence of the following, in the absence of Participant’s written consent:
---	---
(i)	a material diminution in Participant’s annual base salary from that in effect immediately prior to a Change in Control; or
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(ii)	the assignment to Participant of any duties materially inconsistent with Participant’s positions (including status, offices, titles and reporting requirements), authority, duties or responsibilities, or any other action by the Company that results in a material diminution in such positions, authority, duties or responsibilities, in each case, from those in effect immediately prior to a Change in Control;
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[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

NATIONAL BANK HOLDINGS CORPORATION

By: Name: Angela Petrucci

Title:Chief Administrative Officer

By: Name: Emily Gooden

Title:Chief Accounting Officer

PARTICIPANT

By: ________________________________

[Signature Page to Inducement Plan - Restricted Stock Award Agreement]

ANNEX **** A

RESTRICTIVE COVENANTS

SCHEDULE

Date of Grant: [[GRANTDATE]]

Participant: [[FIRSTNAME]] [[MIDDLENAME]] [[LASTNAME]]

Shares Granted: [[SHARESGRANTED]]

Vesting Schedule: 3 year ratable vesting on April 28, 2027, April 28, 2028 and April 28,

2029, subject to the associate’s continued service through the applicable vesting date

**Exhibit 10.**31

VISTA BANK

EQUITY INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

This Restricted Stock Award Agreement (this “Agreement”) is made and entered into as of the date set forth below (the “Award Date”) by and between Vista Bancshares, Inc. (the “Company”), and the participant named below (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Vista Bank Equity Incentive Plan (the “Plan”).

Participant: John D. Steinmetz

Award Date: December 19, 2025

Fair Market Value per Share on Award Date: $154.12

Number of Shares Granted (“Award Shares”): 48,663

1.Grant of Restricted Stock. Subject to the terms of this Agreement, the Plan Administrator hereby grants to Participant Shares of Common Stock of the Company, par value $1.00, which shall be subject to restrictions and conditions set forth in the Plan and this Agreement (hereinafter referred to as the “Restricted Stock”), as described in more detail below (the “Award”). The Award is granted in connection with the Agreement and Plan of Merger, dated as of September 15, 2025, by and between National Bank Holdings Corporation, a Delaware corporation (“NBHC”), the Company, and Bryan Wick, solely in his capacity as the Shareholders’ Representative (the “Merger Agreement”), pursuant to which the Company will merge with and into NBHC (the “Merger”).

2.Acceptance of Award. Participant must accept the Award by submitting an executed original of this Agreement and, if applicable, the Spousal Consent attached as Exhibit I hereto, within thirty (30) days of the Award Date. Failure to accept the Award within such period shall result in cancellation of the Award.

3.Vesting . ****The Award shall initially be unvested. The Award shall become vested in accordance with the following schedule, provided Participant is in Continuous Service with the Company (or an Affiliate) or continuous service with NBHC (or an affiliate of NBHC) on the applicable vesting date:

(a)Immediately prior to the Effective Time (as defined in the Merger Agreement) of the Merger, 24,331 of the Award Shares shall vest (the “Initial Vesting”), and each Award Share subject to the Initial Vesting shall automatically be cancelled and converted into the right to receive 95,392 shares of the common stock of NBHC at the Effective Time to be paid in accordance with the Merger Agreement.

(b)At the Effective Time, the remaining 24,332 Award Shares shall cease to be considered an award relating to the Company’s Common Stock under the Plan, and shall be automatically converted into a restricted stock award of common stock of NBHC in the amount of 95,396 restricted shares of Class A Common Stock of NBHC, par value $0.01 (the “Specified NBHC Stock Award”) in accordance with the Merger Agreement. The Specified NBHC Stock Award shall vest in equal quarterly installments over the three-year period following the Closing (as defined in the Merger Agreement) of the Merger and shall otherwise be subject to the terms and conditions of the

Plan and this Agreement; provided, however, that neither Section 9.2 of the Plan nor any other provision that provides for vesting upon a Change of Control or “change in control” (or term of similar import) or a termination of employment thereafter shall apply to the Specified NBHC Stock Award.

4.Issuance of Shares.

(a)Recording of Issuance. As soon as administratively practicable following Participant’s acceptance of the Award, the Company shall evidence the issuance of Shares hereunder by any means appropriate, including, without limitation, book-entry registration or issuance of a duly executed Share certificate in the name of Participant. In the event a Share certificate is issued, it shall be deposited with the Company (or an escrow agent designated by the Company) (the “Escrow Holder”), together with a stock power, in the form attached hereto as Exhibit II, endorsed in blank. Upon the lapse of the restrictions, the Escrow Holder shall deliver to Participant (or his personal representative, estate or heirs, as the case may be) such certificates for the Shares deposited.

(b)Restrictive Legends. Participant understands and agrees that, in the event Share certificates are issued, the Company will place on the Share certificates issued pursuant to this Agreement a legend, in substantially the form prescribed hereunder, as well as any other legends and disclosures required by the Plan, or as may be required by state or U.S. Federal securities laws, the Company’s Certificate of Formation or Bylaws, any other agreement between Participant and the Company or any agreement between Participant and any third party.

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”). THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OF THE SHARES UNDER THE ACT OR AN OPINION OF THE COMPANY’S COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.

THE SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO TRANSFER RESTRICTIONS AND THE COMPANY’S RIGHT TO REPURCHASE AS DESCRIBED IN THAT CERTAIN AWARD AGREEMENT DATED AS OF , **** BY AND BETWEEN THE COMPANY AND THE PARTICIPANT.

(c)Restrictions on Transfer. Except to the extent otherwise provided under this Agreement, Participant may not sell, assign, pledge as security or otherwise transfer or encumber the Shares, whether voluntary or involuntary, and if involuntary, whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise.

(d)Stop-Transfer Instructions. Participant acknowledges that to ensure compliance with the restrictions imposed by the Plan, this Agreement or applicable law, the Company may issue appropriate “stop-transfer” instructions to its transfer agent, if any, and if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. 2

(e)Refusal to Transfer. Participant acknowledges that the Company will not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of the Plan or this Agreement or (ii) to treat as owner of such Shares, or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares have been so transferred.

5.Tax Withholding and Reporting.

(a)Withholding Upon Lapse of Restrictions. Except to the extent a proper election under Code Section 83(b) has been made, the Participant shall timely pay to the Employer any applicable federal, state and local taxes of any kind required by law to be withheld by the Employer, if any, with respect to the Shares.

(b)Withholding Upon Section 83(b) Election. If Participant makes a proper election pursuant to Code Section 83(b), in substantially the form attached hereto as Exhibit III, Participant shall, no later than the date on which such election is filed, pay to the Employer any applicable federal, state and local taxes of any kind required by law to be withheld by the Employer, if any, with respect to the Shares for which such election was made. Participant acknowledges that in order to make a proper election under Code Section 83(b), he must file with the appropriate district office of the Internal Revenue Service, within thirty (30) days of the date on which Company transfers the Restricted Stock to Participant in accordance with this Agreement, a written election to include in his gross income for federal income tax purposes an amount equal to the Fair Market Value of the Restricted Stock awarded hereunder.

(c)Manner of Withholding. Unless otherwise approved by the Plan Administrator, the Company’s withholding obligation shall be satisfied through the Company’s retention of a number of Shares that would otherwise be issued to the Participant (or, if no Section 83(b) Election is made, Participant’s tendering of a number of unrestricted Shares owned by Participant) with a Fair Market Value equal to the minimum statutorily required withholding obligation.

(d)Tax Reporting. Participant shall receive a Form W-2, or its equivalent (or, if applicable, a Form 1099, or its equivalent) reflecting the amount to be reported by Participant as compensation income for the calendar year(s) in which all or any portion of the Shares of Restricted Stock vest or, if applicable, the calendar year with respect to which Participant makes a timely Section 83(b) Election with respect to all or a portion of such Shares.

6.Transferability Restrictions.

(a)Nontransferability of Award **.**Absent the written approval of the Plan Administrator, the Award may not be transferred in any manner other than by will or by the laws of descent and distribution.

(b)Nonassignability of Shares. Except to the extent otherwise provided under this Agreement, Participant may not sell, assign, pledge as security or otherwise transfer or encumber the Shares, whether voluntary or involuntary, and if involuntary, whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise.

(c)Company’s Repurchase Option **.**If Participant’s Continuous Service terminates for any reason, then the Company shall have the option (the “Repurchase Option”), exercisable at 3

any time after the Termination Date, to purchase all or any portion of any vested Award Shares (“Vested Award Shares”) in accordance with this subsection 6(c).

(i)If Participant’s Continuous Service is terminated voluntarily by Participant following his attainment of age sixty-five (65), or by the Company or an Affiliate without Cause or as a result of Participant’s death or Disability, the purchase price for the Vested Award Shares will equal the Fair Market Value of the Vested Award Shares, as determined by the Board in its sole and absolute discretion.

(ii)If Participant’s Continuous Service is terminated voluntarily by Participant prior to his attainment of age sixty-five (65), or by the Company or an Affiliate for Cause, the purchase price for the Vested Award Shares will equal the tangible book value of the Vested Award Shares, as determined by the Board in its sole and absolute discretion.

(d)Purchase Procedure. This subsection 6(d) shall apply to a purchase of Vested Award Shares under subsection 6(c).

(i)If the Company, desires to exercise the Repurchase Option, it shall provide Participant with written notice thereof (the “Company Notice”), which notice shall specify the portion of the Vested Award Shares that the Company intends to purchase and the applicable purchase price, and the Company and Participant (or Participant’s estate or legal representative, as applicable) shall work to close the Company’s purchase of the Vested Award Shares from Participant in accordance with this Section 6 no later than 60 days after the delivery of such notice.

(ii)The purchase price for the Vested Award Shares shall be paid in a lump sum cash payment.

(iii)At closing of the Company’s purchase of Vested Award Shares, Participant (or Participant’s estate or legal representative, as applicable) shall deliver to the Company the certificate or certificates representing the Vested Award Shares, if any, along with stock powers or other instruments of transfer, duly endorsed and, simultaneously therewith, the Company shall deliver to Participant a check in the amount of the purchase price of the Vested Award Shares.

(iv)Participant hereby constitutes and appoints the Secretary of the Company, with unrestricted power of substitution and resubstitution, as his true and lawful representative and attorney-in-fact, in its name, place and stead to make, execute, sign deliver and file any and all documents and certificates necessary to effectuate any transfer of the Vested Award Shares pursuant to this Section 6. This grant of power of attorney is irrevocable, shall not be affected by the subsequent death, disability or incapacity of Participant, is binding upon each of Participant’s legatees, heirs, personal representatives, administrators, successors and permitted assignees, as applicable, and is coupled with an interest.

7.Compliance with Laws and Regulations . The Participant acknowledges that the Shares have not been registered with the Securities Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), and that, notwithstanding any other provision of this Agreement to the contrary, the vesting and holding of the Shares is expressly conditioned upon compliance with the Securities Act and all applicable state securities laws. Participant understands that the Company is under no obligation 4

to register or qualify the Shares with the Securities and Exchange Commission, any state securities commission or any Stock Exchange to effect such compliance. The Participant agrees to cooperate with the Company to ensure compliance with such laws.

8.Representations and Warranties of Participant. Participant represents and warrants to the Company that:

(a)Agrees to Terms of the Plan. Participant has received a copy of the Plan and has read and understands the terms of the Plan and this Agreement, and agrees to be bound by their terms and conditions. Participant acknowledges that there may be adverse tax consequences upon the issuance of Shares or disposition of the Shares once vested, as well as upon the receipt of cash payments, and that Participant should consult a tax advisor prior to such time.

(b)Agrees to Terms of the Company’s Repurchase Right. Participant understands that (i) he may not sell, transfer or assign the Shares except in accordance with this Agreement, and (ii) in certain circumstances, Participant is obligated to sell his Shares back to the Company pursuant to the terms of the Company’s repurchase right described herein.

(c)Purchase for Own Account for Investment. To the extent applicable, Participant is receiving the Shares for Participant’s own account for investment purposes only and not with a view to, or for sale in connection with, a distribution of the Shares within the meaning of the Securities Act. Participant has no present intention of selling or otherwise disposing of all or any portion of the Shares and no one other than Participant has any beneficial ownership of any of the Shares.

(d)Access to Information. Participant has had access to all information regarding the Company and its present and prospective business, assets, liabilities and financial condition that Participant reasonably considers important in making the decision to purchase or hold the Shares, and Participant has had ample opportunity to ask questions of the Company’s representatives concerning such matters and this investment.

(e)Understanding of Risks. Participant is fully aware of: (i) the highly speculative nature of the investment in the Shares; (ii) the financial hazards involved; (iii) the lack of liquidity of the Shares and the restrictions on transferability of the Shares (e.g., that Participant may not be able to sell or dispose of the Shares or use them as collateral for loans); (iv) the qualifications and backgrounds of the management of the Company; and (v) the tax consequences of investment in the Shares. Participant is capable of evaluating the merits and risks of this investment, has the ability to protect Participant’s own interests in this transaction and is financially capable of bearing a total loss of this investment.

(f)Understanding of Securities Laws Restrictions on Transfer. Participant understands that the Shares have not been registered under the Securities Act, or any state securities act, and are being sold on the basis of exemptions from registration under the Securities Act and applicable state securities acts. Participant understands that there presently is no public market for the Shares and none is anticipated to develop in the foreseeable future. Participant acknowledges and agrees that the Shares will not be transferable under any circumstances unless (i) the Shares have been registered or qualified under the Securities Act and all applicable state securities laws, or (ii) if requested, the Company shall have received an opinion of counsel stating that an exemption from such registration or qualification is available (such opinion and such counsel to be acceptable to the Company); accordingly, Participant hereby acknowledges that there can be no assurance that Participant will be able to liquidate his investment in the Company. Participant understands that 5

the Company is under no obligation to register the Shares under the Securities Act or to comply with any applicable exemption under the Securities Act on behalf of Participant with respect to any resale of the Shares and that Participant will not be able to avail himself of the provisions of Rule 144 promulgated under the Securities Act with respect to the resale of the Shares until the Shares have been beneficially owned by Participant for a period of two (2) years from date of purchase. The Participant further understands that any certificates evidencing the Shares will bear legends referring to the foregoing transfer restrictions. The Participant further understands that the restrictions on transfer imposed by federal and state securities laws are in addition to the restrictions on transfer set forth in this Agreement, and that a transfer of Shares must comply with all applicable securities laws as well as all applicable provisions of this Agreement.

(g)No General Solicitation. At no time was Participant presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television or other form of general advertising or solicitation in connection with the offer, sale and purchase of the shares of Shares.

9.No Obligation to Employ. Nothing in the Plan or this Agreement shall confer on Participant any right to continue in the employ of, or other relationship with, the Employer or any Affiliate, or limit in any way the right of the Employer or any Affiliate to terminate Participant’s employment or other relationship at any time, with or without Cause.

10.Tax Consequences . Set forth below is a brief summary as of the Effective Date of the Plan of some of the federal and state tax consequences of holding Restricted Stock. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. PARTICIPANT SHOULD CONSULT A TAX ADVISOR BEFORE ACCEPTING THE AWARD.

(a)Lapse of Restrictions. Except to the extent a proper election under Code Section 83(b) has been made, the Fair Market Value of the Shares on the date on which the Shares become vested shall be includible as compensation income (taxable at ordinary income tax rates) in Participant’s taxable income for the calendar year in which the Shares become vested. In the event a proper Section 83(b) election has been made, Participant shall include as compensation income in Participant’s taxable income for the calendar year in which the Restricted Stock were transferred to Participant an amount equal to the Fair Market Value of the Shares on the date on which the Shares were transferred. If Participant is a current or former Employee of the Company, the Company may be required to withhold from Participant’s compensation, or collect from Participant, and pay to the applicable taxing authorities an amount equal to a percentage of this income at the time of payment.

(b)Holding Restricted Stock. There may be a regular federal and state income tax liability resulting from holding Restricted Stock. Except to the extent a proper election under Code Section 83(b) has been made, Participant will be treated as having received income (taxable at ordinary income tax rates) equal to the dividends or other income paid with respect to Restricted Stock granted under this Agreement. In the event a proper Section 83(b) election has been made, or following the lapse of any vesting restrictions described in this Agreement, Participant shall be treated as having received income (taxable at income tax rates applicable to dividends) equal to the dividends or other income paid with respect to Restricted Stock granted under this Agreement.^1^ If Participant is a current or former Employee of the Company, the Company may be required to

withhold from Participant’s compensation, or collect from Participant, and pay to the applicable taxing authorities an amount equal to a percentage of this income at the time of payment.

(c)Disposition of Restricted Stock. If the Shares of Restricted Stock are held for more than twelve (12) months following the Award Date, any gain realized on disposition of the Restricted Stock will be treated as long-term capital gain.

11.Interpretation . Any dispute regarding the interpretation of this Agreement shall be submitted by Participant or the Company to the Plan Administrator for review. The resolution of such a dispute by the Plan Administrator shall be final and binding on the Company and Participant.

12.Entire Agreement . The Plan is incorporated herein by reference. This Agreement, any employment agreement entered into with the Participant (which shall govern and supersede this Agreement in the event of a conflict), and the Plan constitute the entire agreement of the parties and supersede all prior undertakings and agreements with respect to the subject matter hereof. If any inconsistency should exist between the nondiscretionary terms and conditions of this Agreement and the Plan, the Plan shall govern and control.

13.Amendment. The Plan Administrator may amend, modify or terminate the Award at any time in any manner not inconsistent with the terms of this Plan; provided, however, that a Participant’s rights under the Award shall not be materially impaired by such amendment unless Participant consents in writing.

14.Notices **.**Any notice required to be given or delivered to the Plan Administrator or the Company under the terms of this Agreement shall be in writing (including a writing delivered by facsimile transmission) and addressed to the Plan Administrator at the address indicated below. Any notice required to be given or delivered to Participant shall be in writing and addressed to Participant at the address indicated below or to such other address as such party may designate in writing from time to time to the Company. All notices shall be deemed to have been given or delivered upon: (a) personal delivery; (b) five (5) days after deposit in the United States mail by certified or registered mail (return receipt requested); (c) one (1) business day after deposit with any return receipt express courier (prepaid); or (d) when receipt is acknowledged after transmission by facsimile.

15.Successors and Assigns . The Company may assign any of its rights under this Agreement. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to applicable restrictions on transfer, this Agreement shall be binding upon Participant and Participant's heirs, executors, administrators, legal representatives and permitted transferees. Except as otherwise provided in this Agreement, Participant shall not assign any of his rights under this Agreement without the prior written consent of the Company, which consent may be withheld in its sole discretion.

16.Governing Law **.**TO THE EXTENT NOT OTHERWISE PREEMPTED BY FEDERAL LAW, THE VALIDITY, CONSTRUCTION AND EFFECT OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAW PRINCIPLES.

17.No Guarantee of Tax Consequences . The Company makes no commitment or guaranty to Participant that any federal or state tax treatment will apply or be available to Participant in connection with the Award or the ultimate disposition of Award Shares.

18.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart 7

signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

19.Discretionary Award. The grant of Restricted Stock in this Agreement does not create any contractual right or other right to receive any award(s) in the future. Future awards, if any, will be at the sole discretion of the Plan Administrator. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of Participant's employment with the Employer or any Affiliate.

20.Severability. If any provision of this Agreement is determined by a court of law to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.

21.Further Instruments. The parties agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Agreement.

22.Headings. The captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement.

23.Gender and Number. In construing this Agreement, any masculine terminology herein shall also include the feminine, and the definition of any term herein in the singular shall also include the plural, except when otherwise indicated by the context.

24.Acceptance **.**Participant hereby acknowledges that he has read and understands the terms and provisions of this Agreement, and accepts the Award subject to all the terms and conditions of the Plan and this Agreement. Participant acknowledges that there may be adverse tax consequences upon receipt of benefits under the Award and that Participant should consult a tax advisor prior to accepting the Award.

25. Publicly Traded. If the Shares underlying the Award are registered under the U.S. Securities Act of 1933, as amended, or the U.S. Securities Act of 1934, as amended, Sections 4(b), 4(c), 4(e), 6(b), 6(c) or 6(d) shall not apply once the shares are vested. 8

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized representative and Participant has executed this Agreement, effective as of the Award Date.

VISTA BANC SHARES, INC.

By:

Bryan Wick

Chairman

Address:1508 Texas Ave.

Lubbock, TX 79401

PARTICIPANT

(Signature)

John D. Steinmetz

Address:3507 Lindenwood Ave.

Dallas, TX 75205

EXHIBIT I

SPOUSAL CONSENT

I, ______________________, the spouse of Participant (as defined in the Restricted Stock Award Agreement (the “Agreement”) to which this consent is attached), have read, understand, and hereby approve all the terms and conditions of (a) such Agreement to which this consent is attached and (b) the Plan (as defined therein).

I hereby agree to be irrevocably bound by all the terms and conditions of the Agreement and the Plan and further agree that any community property interest I may have in the Awards or any Common Stock that is ultimately held by Participant will be similarly bound by the Agreement and the Plan.

I hereby appoint Participant, with unrestricted power of substitution and resubstitution, as my attorney-in-fact, to act in my name, place, and stead with respect to any amendment of the Agreement or the Plan, or the exercise of any rights or satisfaction of any obligations thereunder. This grant of power of attorney is irrevocable, shall not be affected by my subsequent death, disability or incapacity, is binding upon each of my legatees, heirs, personal representatives and administrators and is coupled with an interest.

SPOUSE

(Signature)

(Please print name)

_12/19/2025_____________________________

(Date) 10

EXHIBIT II

ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED, I, ________________________________, in my capacity as owner of those certain shares of Common Stock of Vista Bancshares, Inc. (the “Company”) awarded pursuant to the Restricted Stock Award Agreement, dated as of ____________________ (the “Agreement”), hereby sell, assign and transfer to the Company ___________________________________ (_________) Shares standing in my name, on the books of the Company represented by Certificate No. ______, and do hereby irrevocably constitute and appoint ______________________ as attorney to transfer said stock on the books of the Company with full power of substitution in the premises.

This Assignment Separate from Certificate may only be used in accordance with the Agreement.

PARTICIPANT

Dated: ______________________ 11

EXHIBIT III

ELECTION UNDER SECTION 83(b)

OF THE INTERNAL REVENUE CODE

The undersigned Taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include the excess, of which there is none, of the fair market value of the property described below at the time of transfer over the amount paid for such property, as compensation for services in the calculation of the Taxpayer’s federal taxable income.

1.TAXPAYER’S NAME:___________________________

TAXPAYER’S ADDRESS:___________________________

___________________________

SOCIAL SECURITY NUMBER:___________________________

2.	The property with respect to which the election is made is described as follows: ____ shares of common stock of Vista Bancshares, Inc. (the “Company”), which were granted in accordance with the terms of a Restricted Stock Award Agreement between the Company and the Taxpayer. The Company is an affiliate of the Taxpayer’s employer or the corporation for whom the Taxpayer performs services.
3.	The date on which the shares of common stock were transferred was ____________________, and this election is made for calendar year _____.
---	---
4.	The unvested shares of common stock received are subject to forfeiture upon termination of Taxpayer's employment or engagement for any reason.
---	---
5.	The fair market value of the shares of common stock (without regard to restrictions other than restrictions which by their terms will never lapse) was $_____ per share at the time of purchase.
---	---
6.	The amount paid for the shares of common stock was $0.00 per share.
---	---
7.	The Taxpayer has submitted a copy of this statement to the Company.
---	---

THIS ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE AT THE OFFICE WHERE THE TAXPAYER FILES ANNUAL INCOME TAX RETURNS, WITHIN 30 DAYS AFTER THE DATE OF TRANSFER OF THE SHARES OF COMMON STOCK, AND MUST ALSO BE FILED WITH THE TAXPAYER’S INCOME TAX RETURN FOR THE CALENDAR YEAR IN WHICH THE SHARES WERE ISSUED. THE ELECTION CANNOT BE REVOKED WITHOUT THE CONSENT OF THE INTERNAL REVENUE SERVICE.

Dated: ______________________

Taxpayer’s Signature 12

**Exhibit 10.**32

TRANSITION Agreement

THIS TRANSITION AGREEMENT (this “Agreement”), dated as of February 5, 2026, is entered into by and between NBH Bank, a Colorado state-chartered bank (including all of its divisions, “NBH”), and National Bank Holdings Corporation, a Delaware corporation (“NBHC” and together with NBH collectively, the “Company”), and Christopher Randall (the “Associate”).

WHEREAS, the Company and the Associate are parties to that certain Change of Control Agreement, dated as of September 15, 2014 (the “Change of Control Agreement”);

WHEREAS, the Associate currently serves as EVP, Head of Commercial, Specialty & Business Banking of NBH and also serves as a member of the Board of Directors of NBH and BOJHT;

WHEREAS, the Company and the Associate have mutually agreed that Associate will transition to a different role within the Company and resign from the Board of Directors of each of NBH Bank and Bank of Jackson Hole Trust, a Wyoming state-chartered bank (“BOJHT”), and now desire to enter into a mutually satisfactory arrangement concerning his continued employment by NBH, and other matters related thereto.

NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein, and for other good and valuable consideration, including, without limitation, the Special Equity Award (defined below), the receipt and sufficiency of which are hereby acknowledged, the Company and the Associate hereby agree as follows:

1.Effectiveness. This Agreement shall become binding and enforceable as of the Effective Date, subject to its execution by the Associate and the Company and the Associate’s continued employment.

2.Position; Duties.

(a)Role and Title. Effective as of the close of business on the Effective Date, Associate shall transition from EVP, Head of Commercial, Specialty & Business Banking to the role of EVP, SBA Delivery.

(b)Reporting. Associate shall report to the President of NBH and shall oversee the SBA Business Development Officers, Packaging and Closing responsibilities for SBA and such other duties as may be assigned to Associate from time to time.

(c)Employment At Will. Associate shall be considered an employee at will, which means Associate may resign from the Company for any reason or for no reason at all and the Company may similarly terminate Associate’s employment at any time, with or without cause or for any reason. ‌

3.Compensation and Benefits. Subject to the Associate’s continued employment with the Company and his compliance with the terms of this Agreement:

(a)Base Salary. The Associate shall initially receive a base salary at an annual rate of $250,000, which base salary shall be paid in accordance with the Company’s normal payroll practices.

(b)Annual Incentive Payment. Beginning with the 2026 performance year, the Associate shall be eligible for an annual cash incentive payment pursuant to the terms of the Company’s incentive plan for Commercial, Specialty & Business Banking and the corresponding scorecard thereunder with a target incentive of 30% of the Associate’s base salary. Such incentive shall be paid in accordance with the Company’s regular annual incentive payments practices.

(c)Equity Awards. Beginning in 2027, Associate shall be entitled to an annual equity award of up to 50% of the Associate’s base salary, subject to approval by the Compensation Committee of the Board of Directors of NBHC. Although not eligible for an equity award in 2026, as special consideration for the mutual promises contained herein, the Company will grant to Associate a one-time equity award to Associate equal to such number of shares of restricted common stock that equal in the aggregate a grant date fair value of $25,000, subject to approval by the Compensation Committee of the Board of Directors (such award, the “Special Equity Award”).

(d)Employee Benefits. The Associate shall continue to be eligible for employee benefits, fringe benefits, and perquisites that are provided to similarly-situated employees of NBH generally from time to time.

(e)Expense Reimbursement. NBH shall reimburse the Associate for all reasonable expenses incurred by him in the performance of his duties in accordance with NBH’s policies as in effect from time to time.

4.Termination of Change of Control Agreement. Pursuant to Section 10(a) of the Change of Control Agreement, Associate and the Company mutually agree that the Change of Control Agreement is amended such that it will terminate on the Effective Date herein, and as of the Effective Date will have no further force and effect

5.Resignation from Boards. In connection with entering into this Agreement, Associate agrees to tender his resignation from the Boards of Directors of NBH and BOJHT effective as of the Effective Date by executing the letters of resignation attached hereto as Exhibit A.

6.Release of Claims by Associate. Associate, on behalf of himself and his heirs, executors, successors and assigns, hereby forever releases, waives, discharges, and holds the Company, all subsidiaries and divisions, including, but not limited to, Bank Midwest, Hillcrest Bank, Bank of Jackson Hole, Community Banks of Colorado, and any related, and affiliated entities, and all of their current and past associates, directors, officers, fiduciaries, owners, agents, successors, assigns, insurers, attorneys, and contractors, without limitation, exception, or reservation (hereinafter referred to collectively as “Released Parties”) harmless from any and all -2-

claims, demands, causes of action, damages, costs, fees, bonuses, commissions, compensation, suits and all liability whatsoever, whether known or unknown, fixed or contingent, liquidated or unliquidated, arising or existing on, or at any time prior to, the Effective Date. Such released claims include, without limitation: (i) claims relating to or arising out of Associate’s hiring and employment with NBH; (ii) claims relating to or arising out of Associate’s transition from the position of EVP, Head of Commercial, Specialty & Business Banking; (iii) claims arising under any federal, state or local statute, law or ordinance related to employment discrimination; (iv) claims seeking indemnity or reimbursement from NBH; and (v) all claims known or unknown that could or have been asserted by Associate against any of the Released Parties, at law or equity or sounding in contract (express or implied), statute or tort, including but not limited to, claims for constructive discharge, misrepresentation, fraud, fraudulent inducement, promissory estoppel, unjust enrichment, assault, battery, negligent hiring, negligent retention or intentional infliction of emotional distress, claims arising under any federal, state, or local laws of any jurisdiction including laws that prohibit discrimination or harassment based on sex, race, age, national origin, color, disability, religion, veteran, military status, sexual orientation, genetic information or any other protected category, as well as claims for retaliation for engaging in protected activity, under 42 U.S.C. Section 1981, the Age Discrimination in Employment Act (“ADEA”), Americans with Disabilities Act (“ADA”) and Americans with Disabilities Act Amendment Act (“ADAAA”), Title VII of the Civil Rights Act of 1964, as amended (“Title VII”), the Rehabilitation Act, the Family and Medical Leave Act (“FMLA”), the Fair Labor Standards Act (“FLSA”)(to the extent releasable), the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), the Employee Polygraph Protection Act (“EPPA”), the Lily Ledbetter Fair Pay Act, the Genetic Information Nondiscrimination Act (“GINA”), the Uniform Services Employment and Re-employment Rights Act (“USERRA”), the Worker Adjustment Retraining Notification Act (“WARN”), the Employee Retirement Income Security Act (“ERISA”), the Colorado Anti-Discrimination Act (CADA), the Lawful Off-Duty Activities Statute (LODA), the Personnel Files Employee Inspection Right Statute, the Colorado Labor Peace Act, the Colorado Labor Relations Act, the Colorado Equal Pay Act, the Colorado Overtime and Minimum Pay Standards Order, the Colorado Healthy Families and Workplaces Act, and the Colorado FAMLI. This release does not cover claims that may arise or occur after the date this Agreement is signed.

7.Consideration and Revocation Periods; Counsel: Associate acknowledges that Associate has read this Agreement, has been given twenty-one (21) calendar days to consider the Agreement, although Associate may return it sooner if desired, and is hereby advised to consult with legal counsel regarding the Agreement. In the event Associate signs this Agreement before the expiration of the 21 days, Associate hereby states that Associate has voluntarily and knowingly decided to shorten the time period and that the Company has not induced him to do so. Associate further acknowledges Associate has seven (7) calendar days to revoke this Agreement after executing the same. Notice of revocation should be sent, in writing, to Chief Human Resources Officer, 1111 Main, Suite 2800, Kansas City, Missouri 64105. The Agreement shall become effective on the eighth (8th) calendar day after its execution absent any revocation (the “Effective Date”).

8.Knowing and Voluntary. Associate understands that he is entitled to the consideration provided by the Company, including the Special Equity Award, solely as a result of his execution of this Agreement and not otherwise. Associate understands that it is his choice whether or not to enter into this Agreement, and Associate agrees and acknowledges that -3-

Associate’s decision to do so is voluntary and is made knowingly. Associate agrees that this Agreement gives Associate fair economic value for any and all potential claims Associate may have, and that Associate is not entitled to any other damages or relief. Associate acknowledges that, in deciding to enter into this Agreement, Associate has not relied on any promise, representation or other information not contained in this Agreement, and also has not relied on any expectation that the Company has disclosed all material facts to Associate. Associate will have no claim to rescind this Agreement on the basis of any alleged mistake, misrepresentation or failure to disclose any fact. None of what is stated in this Section 8, however, will affect Associate’s right to challenge the validity of this Agreement under the OWBPA.

9.Miscellaneous.

(a)Successors and Assigns. This Agreement is personal to the Associate and, without the prior written consent of the Company, shall not be assignable by the Associate. This Agreement and any rights and benefits hereunder shall inure to the benefit of and be enforceable by the Associate’s legal representatives, heirs, or legatees. This Agreement and any rights and benefits hereunder shall inure to the benefit of and be binding upon the Company and its successors and assigns. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to satisfy all of the obligations under this Agreement in the same manner and to the same extent that the Company would be required to satisfy such obligations if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid that assumes and agrees to perform this Agreement by operation of law, or otherwise.

(b)Withholding. The Company may withhold from any amounts payable under this Agreement such federal, state, local, or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(c)Governing Law. The provisions of this Agreement shall be construed in accordance with the internal laws of the State of Colorado, without regard to the conflict of law provisions of any state.

(d)Dispute Resolution. Any controversy or claim arising out of or relating to this Agreement or the breach of this Agreement (other than a controversy or claim arising under Section 8) that is not resolved by the Associate and the Company shall be submitted to arbitration in a location selected by the Company in accordance with Colorado law and the procedures of the American Arbitration Association. The determination of the arbitrator shall be conclusive and binding on the Company and the Associate and judgment may be entered on the arbitrator(s)’ awards in any court having competent jurisdiction.

(e)Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and this Agreement shall be construed as if such invalid or unenforceable provision were omitted (but only to the extent that such provision cannot be appropriately reformed or modified). -4-

(f)Amendment; Entire Agreement. No provision of this Agreement may be amended, modified, waived, or discharged unless such amendment, modification, waiver, or discharge is agreed to in writing and such writing is signed by the Company and the Associate. Associate agrees that this Agreement, together with the terms of any equity award agreements or other incentive compensation agreements entered into between the Company and Associate constitutes the entire agreement with the Company concerning the subject matter hereof, and from and after the Effective Date, this Agreement and any such equity award agreements or other incentive compensation agreements entered into between the Company and Associate shall supersede any other agreement between the parties with respect to the subject matter hereof, including, without limitation, the Change of Control Agreement;.

(g)Waiver of Breach. No waiver by any party hereto of a breach of any provision of this Agreement by any other party, or of compliance with any condition or provision of this Agreement to be performed by such other party, shall operate or be construed as a waiver of any subsequent breach by such other party of any similar or dissimilar provisions and conditions at the same or any prior or subsequent time. The failure of any party hereto to take any action by reason of such breach shall not deprive such party of the right to take action at any time while such breach continues.

(h)Notice. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

if to the Associate:

At the address most recently on the books and records of the Company.

if to the Company:

National Bank Holdings Corporation 7800 East Orchard Road, Suite 300 Greenwood Village, Colorado 80111 Attention: Legal Department

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(i)Headings. The headings of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(j)Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

[Signature Page Follows]

-5-

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first above written.

NATIONAL BANK HOLDINGS CORPORATION

By: Name: Aldis Birkans Title: President

NBH BANK

By: Name: Aldis Birkans Title: President

Christopher Randall

[Signature Page to Agreement]

EXHIBIT A

RESIGNATION LETTERS

Christopher Randall

Chris.randall@nbhbank.com

Dear Members of the Board of Directors of NBH Bank,

Please accept this letter as my formal resignation from the Board of Directors of NBH Bank, effective as of February __, 2026. It has been a privilege to serve, and I am grateful for the opportunity to contribute to the bank’s mission.

Sincerely,

Christoper Randall

Cc: Angela Petrucci, Chief Administrative Officer & General Counsel, NBHC

Amy Abrams, General Counsel & Secretary, NBH Bank and BOJHT

Christopher Randall

Chris.randall@nbhbank.com

Dear Members of the Board of Directors of Bank of Jackson Hole Trust,

Please accept this letter as my formal resignation from the Board of Directors of Bank of Jackson Hole Trust, effective as of February __, 2026. It has been a privilege to serve, and I am grateful for the opportunity to contribute to the bank’s mission.

Sincerely,

Christoper Randall

Cc: Angela Petrucci, Chief Administrative Officer & General Counsel, NBHC

Amy Abrams, General Counsel & Secretary, NBH Bank and BOJHT

**Exhibit 10.**33

September 15, 2025 Tim Laney

via email

This letter serves as conﬁrmation of the following terms regarding your employment with National Bank Holdings Corporation and its affiliates (collectively, the “Company”).

As you know, on September 15, 2025 the Company entered an agreement with Vista Bancshares, Inc., which transaction is expected to close in early 2026, subject to certain regulatory and shareholder approvals (such transaction, the “Vista Transaction”). As a result of the economic beneﬁts and strategic importance of the Vista Transaction and contingent upon the successful closing of the Transaction and your continued employment on such date, the Company agrees to the following modiﬁcations to your compensation, effective on the date of the closing of the Vista Transaction (the “Effective Date ”):

1.	Your annual base salary will be $1,000,000, effective on the Effective Date.
2.	Your target annual cash incentive award opportunity will be 150% of your annual base salary for purposes of the Company’s annual short-term incentive program commencing with the 2026 ﬁscal year, subject to the Effective Date. Your incentive will be subject to the Company’s Executive Short Term Incentive Plan as approved by the Compensation Committee
---	---
3.	Your target long-term incentive award opportunity will be 250% of your annual base salary for purposes of the Company’s annual long-term incentive program commencing with the 2026 ﬁscal year, subject to the Effective Date.
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Additionally, on the Effective Date, you shall receive a one-time grant of restricted stock, with a fair market value of $15,000,000, which award shall vest subject to the following conditions, subject to your continued employment through each such vesting date:

●	The ﬁrst one-third of the award ($5,000,000) shall vest on December 15, 2026 and shall be based upon the successful retention of key clients, key associates and the ability to meet certain ﬁnancial measures.
●	The remaining 2/3 of the award ($10,000,000) shall vest in eight equal installments, beginning on March 15, 2027 and thereafter on the ﬁfteenth of June, September and December of each of the 2027 and 2028 calendar years.
---	---

●	Your equity award agreement will provide for accelerated vesting in your award in the event of an involuntary termination not for Cause or for a Termination for Good Reason, Death and Disability, as deﬁned in your Employment Agreement with the Company.

Tim, this is an exciting time for the Company and we thank you for your leadership! Sincerely,

/s/ Art Zeile

Art Zeile

NBHC Compensation Committee Chair

**Exhibit 10.**34

September 15, 2025 Aldis Birkans

via email

This letter serves as conﬁrmation of the following terms regarding your employment with National Bank Holdings Corporation and its affiliates (collectively, the “Company”).

1.	Your annual base salary will be $800,000, effective on the Effective Date.
2.	Your target annual cash incentive award opportunity will be 90% of your annual base salary for purposes of the Company’s annual short-term incentive program commencing with the 2026 ﬁscal year, subject to the Effective Date. Your incentive will be subject to the Company’s Executive Short Term Incentive Plan as approved by the Compensation Committee
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3.	Your target long-term incentive award opportunity will continue to be 125% of your annual base salary for purposes of the Company’s annual long-term incentive program commencing with the 2026 ﬁscal year, subject to the Effective Date.
---	---

Additionally, on the Effective Date, you shall receive a one-time grant of restricted stock, with a fair market value of $7,500,000, which award shall vest subject to the following conditions, subject to your continued employment through each such vesting date:

●	The ﬁrst one-third of the award ($2,500,000) shall vest on December 15, 2026 and shall be based upon the successful retention of key clients, key associates and the ability to meet certain ﬁnancial measures.
●	The remaining 2/3 of the award ($5,000,000) shall vest in eight equal installments, beginning on March 15, 2027 and thereafter on the ﬁfteenth of June, September and December of each of the 2027 and 2028 calendar years.
---	---

●	Your equity award agreement will provide for accelerated vesting in your award in the event of an involuntary termination not for Cause or for a Termination for Good Reason, Death and Disability, as deﬁned in your Employment Agreement with the Company.

Aldis, this is an exciting time for the Company and we thank you for your leadership! Sincerely,

/s/ Art Zeile

Art Zeile

NBHC Compensation Committee Chair

Exhibit 21.1


Subsidiary^(1)^	Jurisdiction of Organization	Trade Names
NBH Bank	Colorado	Bank Midwest; Community Banks of Colorado; Hillcrest Bank; Bank of Jackson Hole; NBH Capital Finance; Bank Midwest Mortgage; Community Banks Mortgage, a Division of NBH Bank; Hillcrest Bank Mortgage; and Bank of Jackson Hole Mortgage
Bank of Jackson Hole Trust	Wyoming	Bank of Jackson Hole Trust; Bank of Jackson Hole Trust and Wealth Partners
NBH Realty I, LLC	Missouri
NBH Realty II, LLC	Missouri
2UniFi, LLC	Delaware
Cambr Solutions, LLC	Delaware

(1) Pursuant to Item 601(b)(21)(ii) of Regulation S-K, the names of certain other subsidiaries of National Bank Holdings Corporation are omitted. These subsidiaries, considered in the aggregate, would not constitute a “significant subsidiary” under SEC rules.

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the registration statements (Nos. 333-293219) on Form S-3, (No. 333-290938) on Form S-4 and (Nos. 333-293087, 333-292594, 333-271774, 333-204071, and 333-195785) on Form S-8 of our reports dated February 24, 2026, with respect to the consolidated financial statements of National Bank Holdings Corporation and the effectiveness of internal control over financial reporting.

Kansas City, Missouri

February 24, 2026

Exhibit 31.1

Certifications of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, G. Timothy Laney, Chief Executive Officer, certify that:

1.	I have reviewed this annual report on Form 10-K of National Bank Holdings Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---
a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
---	---
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
---	---
a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
---	---
Date:	February 24, 2026	/s/ G. Timothy Laney
---	---	---
		G. Timothy Laney
		Chairman and Chief Executive Officer

Exhibit 31.2

Certifications of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Nicole Van Denabeele, Chief Financial Officer, certify that:

1.	I have reviewed this annual report on Form 10-K of National Bank Holdings Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---
a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
---	---
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
---	---
a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
---	---
9
---	---	---
Date:	February 24, 2026	/s/ Nicole Van Denabeele
		Nicole Van Denabeele
		Chief Financial Officer

Exhibit 32

Certifications of CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the annual report of National Bank Holdings Corporation (the “Company”) on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission (the “Report”), each of the undersigned officers certifies pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his or her knowledge: (1) this Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.


Date:	February 24, 2026	/s/ G. Timothy Laney
		G. Timothy Laney
		Chairman and Chief Executive Officer
		(principal executive officer)

Date:	February 24, 2026	/s/ Nicole Van Denabeele
		Nicole Van Denabeele
		Chief Financial Officer
		(principal financial officer)