National Bank Holdings Corp 8-K, filed Oct 27, 2026
National Bank Holdings Corp (NBHC)
About this 8-K
National Bank Holdings Corp filed this 8-K on October 27, 2026.
National Bank Holdings Corporation reported a third-quarter 2026 net loss of $8.8 million, or ($0.20) per diluted share, driven by $40.6 million of provision expense; adjusted net income was $2.9 million, or $0.06 per diluted share. AI summary
Items reported
- Item 2.02: Financial results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 2.02. Results of Operations and Financial Conditions. *
On October 27, 2026, National Bank Holdings Corporation (“NBHC”) issued a press release announcing its financial results for the quarter ended September 30, 2026. A copy of the full text of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure. *
On October 27, 2026, NBHC issued, distributed, made available to investors, and posted on its website, the press release and accompanying financial tables reflecting its financial results for the quarter ended September 30, 2026. A copy of the full text of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits. *
(d) Exhibits
Exhibit No. | | Description of Exhibit |
99.1 | | |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101) |
*The information contained in Items 2.02 and 7.01 of this current report, including Exhibit 99.1 attached hereto, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing of NBHC under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report on Form 8-K in such a filing. NBHC does not incorporate by reference to this Current Report on Form 8-K information presented at any website referenced in this report or in the exhibit attached hereto.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | National Bank Holdings Corporation |
| | |
| | |
By: | /s/ Angela N. Petrucci | |
| | Name: Angela N. Petrucci Title: Chief Administrative Officer and General Counsel |
Date: October 27, 2026
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Exhibit 99.1
National Bank Holdings Corporation Announces
Third Quarter 2026 Financial Results
NYSE Ticker: NBHC
Denver, Colorado, October 27, 2026 - (Globe Newswire) – National Bank Holdings Corporation (the “Company” or “NBHC”) reported:
| | For the quarter(1) | | For the nine months ended September 30(1) | | 2026 Adjusted (1)(2) | |||||||||||||||
| | 3Q26 | | 2Q26 | | 3Q25 | | 2026 | | 2025 | | QTD | | YTD | |||||||
Net (loss) income ($000's) | | $ | (8,761) | | $ | 26,490 | | $ | 35,285 | | $ | 38,522 | | $ | 93,538 | | $ | 2,941 | | $ | 70,860 |
(Loss) earnings per share - diluted | | $ | (0.20) | | $ | 0.58 | | $ | 0.92 | | $ | 0.84 | | $ | 2.43 | | $ | 0.06 | | $ | 1.56 |
Return on average assets | | | (0.28)% | | | 0.86% | | | 1.43% | | | 0.42% | | | 1.27% | | | 0.09% | | | 0.77% |
Return on average tangible assets(2) | | | (0.23)% | | | 0.96% | | | 1.54% | | | 0.50% | | | 1.38% | | | 0.16% | | | 0.87% |
Return on average equity | | | (2.07)% | | | 6.34% | | | 10.25% | | | 3.07% | | | 9.30% | | | 0.69% | | | 5.65% |
Return on average tangible common equity(2) | | | (2.32)% | | | 9.70% | | | 14.21% | | | 5.01% | | | 13.05% | | | 1.62% | | | 8.67% |
(1) | | Ratios are annualized. |
(2) | | Represents a non-GAAP financial measure. See “Non-GAAP Financial Measures and Reconciliations” tables for reconciliations to the most directly comparable financial measures calculated and presented in accordance with GAAP. |
In announcing these results, Chief Executive Officer Tim Laney shared, “This was a deeply disappointing quarter. We reported a net loss of $8.8 million, driven primarily by $40.6 million of provision expense tied to a handful of specifically identified commercial credits, mainly in the franchise and healthcare industries. We take these credit events seriously and have made a series of both personnel and process improvements in these specific coverage areas of our business. To that end, none of these actions were driven by our regulators, and we will be relentless in our focus to meet the highest standards of credit risk management.”
Mr. Laney added, “Our margin expansion and deposit growth are positive, and all integration activity has been a success. Our responsibility is to protect the bank while driving to our target of a dollar plus of earnings per share in the fourth quarter. While the third quarter represented a painful setback, I believe our team is more than capable of delivering for our clients, communities and shareholders.”
Third Quarter 2026 Results
(All comparisons refer to the second quarter of 2026, except as noted)
As previously announced, third quarter results were impacted by elevated provision expense related to specifically identified credits addressed during the quarter. During the third quarter of 2026, net loss totaled $8.8 million, or ($0.20) per diluted share, compared to net income of $26.5 million, or $0.58 per diluted share. The quarter’s results were impacted by $40.6 million of provision expense, $15.2 million of pre-tax acquisition and restructuring expense, and a $4.0 million impairment on a third-party FinTech partnership investment classified within other securities. Fully taxable equivalent pre-provision net revenue totaled $30.9 million, compared to $36.3 million. The return on average tangible assets totaled (0.23)%, compared to 0.96%, and the return on average tangible common equity totaled (2.32)%, compared to 9.70%. Adjusting for the $15.2 million of pre-tax acquisition and restructuring related expenses in the third quarter, adjusted net income totaled $2.9 million, or $0.06 per diluted share, and adjusted fully taxable equivalent pre-provision
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net revenue totaled $46.1 million. The adjusted return on average tangible assets totaled 0.16%, and the adjusted return on average tangible common equity totaled 1.62%.
Net Interest Income
Fully taxable equivalent net interest income increased $3.6 million to $115.2 million, primarily due to average interest earning assets growth of $69.9 million and one additional day during the third quarter. The fully taxable equivalent net interest margin expanded six basis points to 4.00%, driven by a nine basis point increase in earning asset yields. The cost of deposits increased one basis point to 1.94%.
Loans
Loans increased $119.4 million, or 4.9% annualized, to $9.9 billion at September 30, 2026. We generated quarterly loan fundings of $819.3 million, led by commercial loan fundings of $351.2 million.
Asset Quality and Provision for Credit Losses
The Company recorded provision expense of $40.6 million during the quarter, compared to $1.5 million. The increase was primarily driven by write downs on specifically identified commercial loans, principally within the franchise and healthcare industries, related to credit events impacting the third quarter. Annualized net charge-offs for the nine months ended September 30, 2026 totaled 0.85% of average total loans. Non-performing loans totaled 0.44% of total loans at September 30, 2026, compared to 0.31%, and non-performing assets totaled 0.50% of total loans and OREO at September 30, 2026, compared to 0.35%. The allowance for credit losses as a percentage of loans was 1.11% at September 30, 2026, compared to 1.13%.
Deposits
The Company maintains a low cost, diversified deposit franchise. Average total deposits increased $96.0 million to $10.3 billion, and average transaction deposits (defined as total deposits less time deposits) increased $102.9 million to $9.0 billion. The loan to deposit ratio totaled 93.8% at September 30, 2026, compared to 94.1%. The mix of transaction deposits to total deposits increased 20 basis points to 88.0% at September 30, 2026.
Non-Interest Income
Non-interest income totaled $13.5 million, compared to $19.8 million, during the second quarter. Other non-interest income decreased $5.9 million and included $4.0 million of impairment on a third-party FinTech partnership investment classified within other securities. Mortgage banking income decreased $0.6 million driven by the current rate environment. These decreases were partially offset by a $0.3 million increase in bank card fee income.
Non-Interest Expense
Non-interest expense totaled $97.8 million, compared to $95.0 million. Included in the third and second quarters were acquisition and restructuring related expenses of $15.2 million and $11.2 million, respectively. Excluding these items, third quarter adjusted non-interest expense decreased $1.1 million, to $82.6 million, compared to $83.7 million. The linked-quarter decrease reflects management’s continued execution on operational synergies following the successful third-quarter integration of Vista’s core systems. Third quarter’s expenses include one additional payroll day compared to the second quarter and $1.4 million of OREO and problem loan expenses. The fully taxable equivalent efficiency ratio totaled 76.0%, compared to 72.3%. The adjusted fully taxable equivalent efficiency ratio totaled 62.3%, compared to 61.8%.
Income tax benefit totaled $3.2 million, compared to income tax expense of $6.1 million in the previous quarter. The effective tax rate for the nine months ended September 30, 2026 was 17.3%, compared to 18.3% for the same period prior year.
Capital
Common book value per share totaled $36.71 at September 30, 2026, compared to $37.48 at June 30, 2026. Tangible book value per share totaled $25.37, compared to $26.23, primarily reflecting the quarterly dividend payment, share repurchases and an increase in accumulated other comprehensive loss due to changes in the interest rate environment.
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NBHC executed $11.9 million of share buybacks in the third quarter as part of its ongoing capital strategy. Capital ratios continue to be well in excess of federal bank regulatory agency “well capitalized” thresholds. The tier 1 leverage ratio totaled 10.00%, and the common equity tier 1 capital ratio totaled 11.69% at September 30, 2026. Shareholders’ equity totaled $1.6 billion at September 30, 2026, compared to $1.7 billion.
Recent Events
On October 24, 2026, NBH Bank (the “Bank”) entered into a definitive agreement to sell its Palm Beach, Florida banking center location, including the banking center’s loans and deposits. The sale is expected to result in a reduction of the Bank’s total assets of approximately $0.2 billion, including total loans of approximately $0.2 billion, and a reduction of total deposits of approximately $0.2 billion. The agreement provides for a deposit premium of 5.00%, subject to a minimum deposit premium of $8.8 million. The Bank expects to close the transaction in mid-2027.
Year-Over-Year Review
(All comparisons refer to the first nine months of 2025, except as noted)
Net income totaled $38.5 million, or $0.84 per diluted share, compared to $93.5 million or $2.43 per diluted share. Current year results were impacted by $46.1 million of provision expense, primarily due to third quarter credit events within the franchise and healthcare industries, $42.0 million of pre-tax acquisition and restructuring expense, and a $4.0 million impairment on a third-party FinTech partnership investment classified within other securities. Fully taxable equivalent pre-provision net revenue totaled $99.4 million, compared to $129.0 million. The return on average tangible assets totaled 0.50%, compared to 1.38%, and the return on average tangible common equity totaled 5.01%, compared to 13.05%. Adjusting for $42.0 million and $1.7 million of pre-tax acquisition and restructuring related charges for the nine months 2026 and 2025, respectively, adjusted net income totaled $70.9 million, or $1.56 per diluted share, compared to adjusted net income of $94.9 million, or $2.47 per diluted share. Adjusted, the fully taxable equivalent pre-provision net revenue increased $10.6 million, or 8.1%, to $141.4 million. The adjusted return on average tangible assets totaled 0.87%, and the adjusted return on average tangible common equity totaled 8.67%.
Fully taxable equivalent net interest income increased $69.6 million, or 26.0%, to $337.7 million. Average earning assets increased $2.2 billion, or 24.4%, driven by $500.9 million of average originated loan growth and loans acquired through the Vista acquisition. The Vista acquisition added $1.9 billion in total loans on January 7, 2026. The fully taxable equivalent net interest margin expanded five basis points to 4.00%, primarily driven by an eight basis point improvement in the cost of funds.
Loans outstanding increased $2.5 billion, or 33.2%, to $9.9 billion. New loan fundings over the trailing twelve months totaled a record $3.1 billion, led by commercial fundings of $1.7 billion.
The Company recorded $46.1 million of provision expense for credit losses, compared to $8.7 million. The increase was primarily driven by write downs on specifically identified commercial loans, primarily within the franchise and healthcare industries, related to credit events impacting the third quarter. Annualized net charge-offs totaled 0.85%, compared to 0.27%. Non-performing loans totaled 0.44% of total loans at September 30, 2026, compared to 0.36%, and non-performing assets totaled 0.50% of total loans and OREO at September 30, 2026, compared to 0.37%. The allowance for credit losses as a percentage of loans totaled 1.11% at September 30, 2026, compared to 1.19% at September 30, 2025.
Average deposits increased $2.0 billion to $10.2 billion, and average transaction deposits increased $1.8 billion to $8.9 billion compared to the same period prior year. The mix of transaction deposits to total deposits increased 167 basis points to 88.0% at September 30, 2026. The Vista acquisition added $2.2 billion of total deposits, including $2.0 billion of transaction deposits and $0.2 billion of time deposits on January 7, 2026.
Non-interest income totaled $51.3 million, compared to $53.1 million, decreasing due to $4.0 million of impairment on a third-party FinTech partnership investment within other securities and a $1.8 million decrease in mortgage banking income driven by the current
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rate environment. These decreases were mostly offset by increases in our diversified sources of fee income including service charges, bank card fees, trust income and swap fee income.
Non-interest expense totaled $289.6 million, compared to $192.2 million. Included in the periods were $42.0 million and $1.7 million of acquisition and restructuring expenses during the nine months ended September 30, 2026 and 2025, respectively. Excluding these items, the current period adjusted non-interest expense totaled $247.8 million, an increase from the same period prior year primarily due to our recent acquisition. Occupancy and equipment expense during the nine months ended September 30, 2026, included a full period of 2UniFiSM capitalized asset depreciation in connection with the launch of 2UniFi in the third quarter of 2025. The fully taxable equivalent efficiency ratio totaled 74.5%, compared to 59.8% in the same period prior year. The adjusted fully taxable equivalent efficiency ratio totaled 61.8% for the nine months ended September 30, 2026, compared to 57.5%.
Income tax expense decreased $13.0 million to $8.0 million driven by lower pre-tax income in the current period. The effective tax rate was 17.3%, compared to 18.3% in the prior year.
Conference Call
Management will host a conference call to review the results at 11:00 a.m. Eastern Time on Wednesday, October 28, 2026. The call may also include discussion of company developments, forward-looking statements and other material information about business and financial matters. Interested parties may listen to this call by dialing (800) 330-6710 using the participant passcode of 3883449 and asking for the NBHC Q3 2026 Earnings Call. The earnings release and a link to the replay of the call will be available on the Company’s website at www.nationalbankholdings.com by visiting the investor relations area.
About National Bank Holdings Corporation
National Bank Holdings Corporation is a bank holding company created to build a leading community bank franchise, delivering high quality client service and committed to stakeholder results. Through its bank subsidiaries, NBH Bank and 2UniFi Bank, National Bank Holdings Corporation operates a network of over 90 banking centers, serving individual consumers, small, medium and large businesses, and government and non-profit entities. Its banking centers are located in its core footprint of Colorado, the greater Kansas City region, Texas, Utah, Wyoming, New Mexico, Idaho, and Palm Beach, Florida. Its comprehensive residential mortgage banking group primarily serves the bank’s core footprint. Its trust and wealth management business is operated through its trust and wealth department under Bank of Jackson Hole Trust & Wealth, a division of NBH Bank. NBH Bank operates its core banking business under a single state charter through 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 Texas, Utah, New Mexico, Idaho, in Palm Beach, Florida, Vista Bank; and in Wyoming, Bank of Jackson Hole, Bank of Jackson Hole Mortgage and Bank of Jackson Hole Trust & Wealth. Additional information about National Bank Holdings Corporation can be found at www.nationalbankholdings.com.
For more information visit: cobnks.com, bankmw.com, bankofjacksonhole.com, vistabank.com, or nbhbank.com, or connect with any of our brands on LinkedIn.
About Non-GAAP Financial Measures
Certain financial measures and ratios we present are supplemental measures that are not required by, or are not presented in accordance with, U.S. generally accepted accounting principles (GAAP). We refer to these financial measures and ratios as “non-GAAP financial measures.” We consider the use of select non-GAAP financial measures and ratios to be useful for financial and 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
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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 non-GAAP financial measures to the comparable GAAP financial measures is included at the end of the financial statement tables.
Forward-Looking Statements
This press release 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,” “projected,” “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 not limited to, business and economic conditions along with external events, both generally and in the financial services industry; susceptibility to credit risk and fluctuations in the value of real estate and other collateral securing a significant portion of our loan portfolio, including with regards to real estate acquired through foreclosure, and the accuracy of appraisals related to such real estate; changes impacting monetary supply and the businesses of our clients and counterparties, including levels of market interest rates, inflation, currency values, monetary, fiscal, and international trade policy, and the volatility of trading markets; our ability to maintain sufficient liquidity to meet the requirements of deposit withdrawals and other business needs; our desire to raise additional capital in connection with strategic growth initiatives and our ability to access the capital markets when desired or on favorable terms; changes in the fair value of our investment securities can fluctuate due to market conditions outside of our control; our investments in financial technology companies and initiatives may subject us to material financial, reputational and strategic risks; the allowance for credit losses and fair value adjustments may be insufficient to absorb losses in our loan portfolio (including due to fluctuations in collateral value, the ability of the borrower to repay and the results of outstanding litigation related to the realization of collateral); any service interruptions, cyber incidents or other breaches relating to our technology systems, security systems or infrastructure or those of our third-party providers; the occurrence of fraud or other financial crimes within our business; competition from other financial services providers, including traditional financial institutions and financial technology companies, and the effects of disintermediation within the banking business including consolidation within the industry; changes to federal government lending programs like the Small Business Administration’s Preferred Lender Program and the Federal Housing Administration’s insurance programs, including the impact of changes in regulations, budget appropriations and a prolonged government shutdown on such programs; impairment of our mortgage servicing rights, disruption in the secondary market for mortgage loans, declines in real estate values, or being required to repurchase mortgage loans or reimburse investors; claims and litigation related to our fiduciary responsibilities in connection with our trust and wealth business; our ability to manage and execute our organic growth and acquisition strategies, including our ability to realize the expected benefits of our acquisition strategies; developments in technology, such as artificial intelligence, the success of our digital growth strategy, and our ability to incorporate innovative technologies in our business and provide products and services that satisfy our clients’ expectations for convenience and security; our ability to integrate Vista Bank into our business may be more difficult, costly or time consuming than expected and we may fail to realize the anticipated benefits or cost savings of the merger; failure to obtain regulatory approvals or consummate attractive acquisitions or continue to increase organic loan growth would restrict our growth plans; the accuracy of projected operating results for assets and businesses we acquire as well as our ability to drive organic loan growth to replace loans in our existing portfolio with comparable loans as loans are paid down; our ability to comply with and manage costs related to extensive and potentially expanding government regulation and supervision, including current and future regulations affecting bank holding companies and depository institutions; our ability to execute our capital allocation strategy, including paying dividends or
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repurchasing shares, is subject to regulatory limitations; the application of any increased assessment rates imposed by the Federal Deposit Insurance Corporation; claims or legal action brought against us by third parties or government agencies; the loss of our executive officers and key personnel; changes to federal, state and local laws and regulations along with executive orders applicable to our business, including tax laws; and other factors, risks, trends and uncertainties described elsewhere in our other filings with the Securities and Exchange Commission. The forward-looking statements are made as of the date of this press release, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events or circumstances, except as required by applicable law.
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Contacts:
Analysts/Institutional Investors:
Emily Gooden, Chief Accounting Officer and Investor Relations Director, (720) 554-6640, ir@nationalbankholdings.com
Nicole Van Denabeele, Chief Financial Officer, (720) 529-3370, ir@nationalbankholdings.com
Media:
Dave Coons, SVP, Associate Director of Corporate Communications and Marketing, (816) 298-2214, dave.coons@nbhbank.com
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NATIONAL BANK HOLDINGS CORPORATION
FINANCIAL SUMMARY
Consolidated Statements of Operations (Unaudited)
(Dollars in thousands, except share and per share data)
| For the three months ended | | For the nine months ended | |||||||||||
| September 30, | | June 30, | | September 30, | | September 30, | | September 30, | |||||
| 2026 | | 2026 | | 2025 | | 2026 | | 2025 | |||||
Total interest and dividend income | $ | 167,335 | | $ | 162,004 | | $ | 132,238 | | $ | 488,490 | | $ | 393,421 |
Total interest expense |
| 54,435 | |
| 52,712 | |
| 44,038 | |
| 157,496 | |
| 131,121 |
Net interest income |
| 112,900 | |
| 109,292 | |
| 88,200 | |
| 330,994 | |
| 262,300 |
Taxable equivalent adjustment | | 2,272 | | | 2,239 | | | 1,985 | | | 6,693 | | | 5,807 |
Net interest income FTE(1) | | 115,172 | | | 111,531 | | | 90,185 | | | 337,687 | | | 268,107 |
Provision expense (release) for credit losses |
| 40,635 | |
| 1,500 | |
| (1,500) | |
| 46,135 | |
| 8,700 |
Net interest income after provision for credit losses FTE(1) |
| 74,537 | |
| 110,031 | |
| 91,685 | |
| 291,552 | |
| 259,407 |
Non-interest income: | | | | | | | | | | | | | | |
Service charges |
| 4,456 | |
| 4,501 | |
| 4,340 | |
| 13,149 | |
| 12,585 |
Bank card fees |
| 4,929 | |
| 4,616 | |
| 4,505 | |
| 13,879 | |
| 13,431 |
Mortgage banking income |
| 1,796 | |
| 2,423 | |
| 2,895 | |
| 6,961 | |
| 8,757 |
Other non-interest income |
| 2,357 | |
| 8,226 | |
| 8,951 | |
| 17,048 | |
| 18,360 |
Gain on security sales | | — | | | — | | | — | | | 246 | | | — |
Total non-interest income |
| 13,538 | |
| 19,766 | |
| 20,691 | |
| 51,283 | |
| 53,133 |
Non-interest expense: | | | | | | | | | | | | | | |
Salaries and benefits |
| 56,869 | |
| 54,366 | |
| 37,779 | |
| 168,205 | |
| 109,887 |
Occupancy and equipment | | 16,838 | | | 16,154 | | | 12,383 | | | 48,825 | | | 32,656 |
Professional fees |
| 2,142 | |
| 3,002 | |
| 3,249 | |
| 7,376 | |
| 6,352 |
Data processing | | 7,663 | | | 7,945 | | | 4,751 | | | 23,261 | | | 13,604 |
Other non-interest expense |
| 11,847 | |
| 11,050 | |
| 7,138 | |
| 34,582 | |
| 23,825 |
Other intangible assets amortization | | 2,433 | | | 2,433 | | | 1,946 | | | 7,330 | | | 5,870 |
Total non-interest expense | | 97,792 | |
| 94,950 | |
| 67,246 | |
| 289,579 | |
| 192,194 |
| | | | | | | | | | | | | | |
(Loss) income before income taxes FTE(1) |
| (9,717) | |
| 34,847 | |
| 45,130 | |
| 53,256 | |
| 120,346 |
Taxable equivalent adjustment | | 2,272 | | | 2,239 | | | 1,985 | | | 6,693 | | | 5,807 |
(Loss) income before income taxes | | (11,989) | | | 32,608 | | | 43,145 | | | 46,563 | | | 114,539 |
Income tax (benefit) expense |
| (3,228) | |
| 6,118 | |
| 7,860 | |
| 8,041 | |
| 21,001 |
Net (loss) income | $ | (8,761) | | $ | 26,490 | | $ | 35,285 | | $ | 38,522 | | $ | 93,538 |
(Loss) earnings per share - basic | $ | (0.20) | | $ | 0.58 | | $ | 0.92 | | $ | 0.85 | | $ | 2.44 |
(Loss) earnings per share - diluted | | (0.20) | | | 0.58 | | | 0.92 | | | 0.84 | | | 2.43 |
Common stock dividend | | 0.32 | | | 0.32 | | | 0.30 | | | 0.96 | | | 0.89 |
(1) | | Net interest income is presented on a GAAP basis and fully taxable equivalent (FTE) basis, as the Company believes this non-GAAP measure is the preferred industry measurement for this item. The FTE adjustment is for the tax benefit on certain tax exempt loans using the federal tax rate of 21% for each period presented. |
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NATIONAL BANK HOLDINGS CORPORATION
Consolidated Statements of Financial Condition (Unaudited)
(Dollars in thousands, except share and per share data)
| September 30, 2026 | | June 30, 2026 | | December 31, 2025 | | September 30, 2025 | ||||
ASSETS | | | | | | | | | | | |
Cash and cash equivalents | $ | 364,798 | | $ | 380,696 | | $ | 417,058 | | $ | 555,560 |
Investment securities available-for-sale |
| 638,085 | |
| 585,533 | |
| 528,639 | |
| 612,719 |
Investment securities held-to-maturity |
| 725,921 | |
| 758,223 | |
| 651,732 | |
| 689,486 |
Other securities |
| 100,134 | |
| 99,184 | |
| 80,634 | |
| 80,526 |
Loans |
| 9,893,448 | |
| 9,774,052 | |
| 7,433,356 | |
| 7,429,501 |
Allowance for credit losses |
| (109,866) | |
| (110,271) | |
| (87,415) | |
| (88,280) |
Loans, net |
| 9,783,582 | |
| 9,663,781 | |
| 7,345,941 | |
| 7,341,221 |
Loans held for sale |
| 12,578 | |
| 26,486 | |
| 25,695 | |
| 22,252 |
Other real estate owned |
| 5,082 | |
| 4,174 | |
| 1,674 | |
| 658 |
Premises and equipment, net |
| 232,244 | |
| 234,139 | |
| 214,554 | |
| 211,436 |
Goodwill |
| 459,481 | |
| 455,408 | |
| 306,043 | |
| 306,043 |
Intangible assets, net |
| 61,881 | |
| 64,631 | |
| 48,337 | |
| 50,331 |
Other assets |
| 343,354 | |
| 313,881 | |
| 263,211 | |
| 282,454 |
Total assets | $ | 12,727,140 | | $ | 12,586,136 | | $ | 9,883,518 | | $ | 10,152,686 |
LIABILITIES AND SHAREHOLDERS' EQUITY | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | |
Non-interest bearing demand deposits | $ | 2,656,315 | | $ | 2,575,684 | | $ | 2,204,241 | | $ | 2,255,495 |
Interest bearing demand deposits |
| 1,626,488 | |
| 1,568,250 | |
| 1,237,006 | |
| 1,223,602 |
Savings and money market |
| 4,994,262 | |
| 4,975,841 | |
| 3,701,616 | |
| 3,832,460 |
Total transaction deposits |
| 9,277,065 | |
| 9,119,775 | |
| 7,142,863 | |
| 7,311,557 |
Time deposits |
| 1,267,968 | |
| 1,269,658 | |
| 1,149,771 | |
| 1,160,123 |
Total deposits |
| 10,545,033 | |
| 10,389,433 | |
| 8,292,634 | |
| 8,471,680 |
Securities sold under agreements to repurchase |
| 22,479 | |
| 20,239 | |
| 17,350 | |
| 21,303 |
Long-term debt |
| 201,884 | |
| 202,003 | |
| 54,540 | |
| 54,743 |
Federal Home Loan Bank advances |
| 125,000 | |
| 125,000 | |
| — | |
| — |
Other liabilities |
| 206,847 | |
| 180,357 | |
| 133,880 | |
| 230,031 |
Total liabilities |
| 11,101,243 | |
| 10,917,032 | |
| 8,498,404 | |
| 8,777,757 |
Shareholders' equity: | | | | | | | | | | | |
Common stock |
| 588 | |
| 588 | |
| 515 | |
| 515 |
Additional paid in capital |
| 1,467,649 | |
| 1,460,627 | |
| 1,171,581 | |
| 1,169,982 |
Retained earnings |
| 567,146 | |
| 590,437 | |
| 572,461 | |
| 568,276 |
Treasury stock |
| (344,511) | |
| (333,131) | |
| (315,397) | |
| (312,873) |
Accumulated other comprehensive loss, net of tax |
| (64,975) | |
| (49,417) | |
| (44,046) | |
| (50,971) |
Total shareholders' equity |
| 1,625,897 | |
| 1,669,104 | |
| 1,385,114 | |
| 1,374,929 |
Total liabilities and shareholders' equity | $ | 12,727,140 | | $ | 12,586,136 | | $ | 9,883,518 | | $ | 10,152,686 |
SHARE DATA | | | | | | | | | | | |
Average basic shares outstanding |
| 44,451,388 | |
| 44,665,184 | |
| 37,803,728 | |
| 37,911,643 |
Average diluted shares outstanding |
| 44,758,349 | |
| 44,915,790 | |
| 37,922,557 | |
| 38,034,473 |
Ending shares outstanding |
| 44,285,618 | |
| 44,537,718 | |
| 37,772,516 | |
| 37,815,589 |
Common book value per share | $ | 36.71 | | $ | 37.48 | | $ | 36.67 | | $ | 36.36 |
Tangible book value per share (non-GAAP)(1) | | 25.37 | | | 26.23 | | | 27.80 | | | 27.45 |
CAPITAL RATIOS | | | | | | | | | | | |
Average equity to average assets | | 13.50% | | | 13.53% | | | 14.21% | | | 13.94% |
Tangible common equity to tangible assets (non-GAAP)(1) | | 9.19% | | | 9.67% | | | 11.00% | | | 10.57% |
Tier 1 leverage ratio | | 10.00% | | | 10.30% | | | 11.56% | | | 11.49% |
Common equity tier 1 risk-based capital ratio | | 11.69% | | | 12.29% | | | 14.89% | | | 14.69% |
Tier 1 risk-based capital ratio | | 11.69% | | | 12.29% | | | 14.89% | | | 14.69% |
Total risk-based capital ratio | | 14.74% | | | 15.42% | | | 16.82% | | | 16.63% |
(1) | | Represents a non-GAAP financial measure. See “Non-GAAP Financial Measures and Reconciliations” starting on page 15. |
9
NATIONAL BANK HOLDINGS CORPORATION
Loan Portfolio
(Dollars in thousands)
Period End Loan Balances by Type
| | | | | September 30, 2026 | | | | September 30, 2026 | |||
| | | | | vs. June 30, 2026 | | | | vs. September 30, 2025 | |||
| September 30, 2026 | | June 30, 2026 | | % Change | | September 30, 2025 | | % Change | |||
Originated: | | | | | | | | | | | | |
Commercial: | | | | | | | | | | | | |
Commercial and industrial | $ | 2,288,210 | | $ | 2,193,328 | | 4.3% | | $ | 1,877,645 | | 21.9% |
Municipal and non-profit | | 1,278,627 | | | 1,296,609 | | (1.4%) | | | 1,189,677 | | 7.5% |
Owner-occupied commercial real estate | | 923,026 | | | 926,686 | | (0.4%) | | | 986,868 | | (6.5%) |
Food and agribusiness | | 218,896 | | | 207,031 | | 5.7% | | | 211,940 | | 3.3% |
Total commercial | | 4,708,759 | | | 4,623,654 | | 1.8% | | | 4,266,130 | | 10.4% |
Commercial real estate non-owner occupied | | 1,632,937 | | | 1,434,867 | | 13.8% | | | 1,069,815 | | 52.6% |
Residential real estate | | 1,142,226 | | | 1,033,943 | | 10.5% | | | 914,168 | | 24.9% |
Consumer | | 12,356 | | | 13,645 | | (9.4%) | | | 12,757 | | (3.1%) |
Total originated | | 7,496,278 | | | 7,106,109 | | 5.5% | | | 6,262,870 | | 19.7% |
| | | | | | | | | | | | |
Acquired: | | | | | | | | | | | | |
Commercial: | | | | | | | | | | | | |
Commercial and industrial | | 478,692 | | | 566,984 | | (15.6%) | | | 95,015 | | 403.8% |
Municipal and non-profit | | 234 | | | 240 | | (2.5%) | | | 259 | | (9.7%) |
Owner-occupied commercial real estate | | 361,778 | | | 382,970 | | (5.5%) | | | 189,408 | | 91.0% |
Food and agribusiness | | 30,314 | | | 31,451 | | (3.6%) | | | 29,506 | | 2.7% |
Total commercial | | 871,018 | | | 981,645 | | (11.3%) | | | 314,188 | | 177.2% |
Commercial real estate non-owner occupied | | 1,088,408 | | | 1,215,762 | | (10.5%) | | | 570,062 | | 90.9% |
Residential real estate | | 436,833 | | | 469,518 | | (7.0%) | | | 282,026 | | 54.9% |
Consumer | | 911 | | | 1,018 | | (10.5%) | | | 355 | | 156.6% |
Total acquired | | 2,397,170 | | | 2,667,943 | | (10.1%) | | | 1,166,631 | | 105.5% |
Total loans | $ | 9,893,448 | | $ | 9,774,052 | | 1.2% | | $ | 7,429,501 | | 33.2% |
Loan Fundings(1)
| Third quarter | | Second quarter | | First quarter | | Fourth quarter | | Third quarter | |||||
| 2026 | | 2026 | | 2026 | | 2025 | | 2025 | |||||
Commercial: | | | | | | | | | | | | | | |
Commercial and industrial | $ | 286,624 | | $ | 293,094 | | $ | 346,250 | | $ | 237,813 | | $ | 159,250 |
Municipal and non-profit | | 15,852 | | | 50,506 | | | 45,000 | | | 119,918 | | | 81,418 |
Owner occupied commercial real estate |
| 35,314 | |
| 84,606 | |
| 49,556 | |
| 66,798 | |
| 42,362 |
Food and agribusiness |
| 13,371 | |
| 24,251 | |
| 5,697 | |
| 4,437 | |
| 5,015 |
Total commercial | | 351,161 | | | 452,457 | | | 446,503 | | | 428,966 | | | 288,045 |
Commercial real estate non-owner occupied |
| 312,364 | |
| 352,629 | |
| 268,021 | |
| 96,482 | |
| 81,136 |
Residential real estate |
| 154,868 | |
| 120,340 | |
| 89,375 | |
| 64,161 | |
| 49,877 |
Consumer |
| 860 | |
| 1,460 | |
| 1,583 | |
| 1,399 | |
| 2,142 |
Total | $ | 819,253 | | $ | 926,886 | | $ | 805,482 | | $ | 591,008 | | $ | 421,200 |
(1) | | Loan fundings are defined as closed end funded loans and net fundings under revolving lines of credit. Net fundings (paydowns) under revolving lines of credit were $123,946, $178,133, $65,273, $95,744, and ($1,591) for the periods noted in the table above, respectively. |
10
NATIONAL BANK HOLDINGS CORPORATION
Summary of Net Interest Margin
(Dollars in thousands)
| | For the three months ended | | For the three months ended | | For the three months ended | |||||||||||||||||||||
| | September 30, 2026 | | June 30, 2026 | | September 30, 2025 | |||||||||||||||||||||
| | Average | | | | | Average | | Average | | | | | Average | | Average | | | | | Average | ||||||
| | balance | | Interest | | rate | | balance | | Interest | | rate | | balance | | Interest | | rate | |||||||||
Interest earning assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Originated loans FTE(1)(2) | | $ | 7,242,490 | | $ | 110,606 | | | 6.06% | | $ | 6,762,456 | | $ | 102,709 | | | 6.09% | | $ | 6,213,268 | | $ | 103,600 | | | 6.62% |
Acquired loans | |
| 2,555,867 | |
| 46,146 | | | 7.16% | |
| 2,867,500 | |
| 47,819 | | | 6.69% | |
| 1,183,171 | | | 18,151 | | | 6.09% |
Loans held for sale | | | 18,273 | | | 262 | | | 5.69% | | | 21,612 | | | 316 | | | 5.86% | | | 21,964 | | | 366 | | | 6.61% |
Investment securities available-for-sale | |
| 645,657 | |
| 4,430 | | | 2.74% | |
| 663,636 | |
| 4,619 | | | 2.78% | |
| 693,173 | | | 4,679 | | | 2.70% |
Investment securities held-to-maturity | |
| 774,413 | |
| 6,249 | | | 3.23% | |
| 791,847 | |
| 6,327 | | | 3.20% | |
| 705,927 | | | 5,313 | | | 3.01% |
Other securities | |
| 43,686 | |
| 744 | | | 6.81% | |
| 41,977 | |
| 688 | | | 6.56% | |
| 32,461 | | | 409 | | | 5.04% |
Interest earning deposits | |
| 132,863 | |
| 1,170 | | | 3.49% | |
| 194,358 | |
| 1,765 | | | 3.64% | |
| 149,867 | | | 1,705 | | | 4.51% |
Total interest earning assets FTE(2) | | $ | 11,413,249 | | $ | 169,607 | | | 5.90% | | $ | 11,343,386 | | $ | 164,243 | | | 5.81% | | $ | 8,999,831 | | $ | 134,223 | | | 5.92% |
Cash and due from banks | | $ | 95,446 | | | | | | | | $ | 95,632 | | | | | | | | $ | 78,598 | | | | | | |
Other assets | |
| 1,042,235 | | | | | | | |
| 1,054,388 | | | | | | | |
| 806,872 | | | | | | |
Allowance for credit losses | |
| (112,023) | | | | | | | |
| (114,769) | | | | | | | |
| (88,787) | | | | | | |
Total assets | | $ | 12,438,907 | | | | | | | | $ | 12,378,637 | | | | | | | | $ | 9,796,514 | | | | | | |
Interest bearing liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest bearing demand, savings and money market deposits | | $ | 6,474,638 | | $ | 39,974 | | | 2.45% | | $ | 6,393,003 | | $ | 38,371 | | | 2.41% | | $ | 4,929,785 | | $ | 33,095 | | | 2.66% |
Time deposits | |
| 1,264,037 | |
| 10,380 | | | 3.26% | |
| 1,270,963 | |
| 10,530 | | | 3.32% | |
| 1,111,958 | | | 9,791 | | | 3.49% |
Federal Home Loan Bank advances | |
| 95,561 | |
| 945 | | | 3.92% | |
| 89,188 | |
| 855 | | | 3.85% | |
| 33,682 | | | 391 | | | 4.61% |
Other borrowings(3) | |
| 47,001 | |
| 227 | | | 1.92% | |
| 37,202 | |
| 167 | | | 1.80% | |
| 34,429 | | | 242 | | | 2.79% |
Long-term debt | | | 202,011 | | | 2,909 | | | 5.71% | | | 202,144 | |
| 2,789 | | | 5.53% | | | 54,471 | | | 519 | | | 3.78% |
Total interest bearing liabilities | | $ | 8,083,248 | | $ | 54,435 | | | 2.67% | | $ | 7,992,500 | | $ | 52,712 | | | 2.65% | | $ | 6,164,325 | | $ | 44,038 | | | 2.83% |
Demand deposits | | $ | 2,542,154 | | | | | | | | $ | 2,520,897 | | | | | | | | $ | 2,150,330 | | | | | | |
Other liabilities | |
| 134,269 | | | | | | | |
| 189,969 | | | | | | | |
| 116,548 | | | | | | |
Total liabilities | |
| 10,759,671 | | | | | | | |
| 10,703,366 | | | | | | | |
| 8,431,203 | | | | | | |
Shareholders' equity | |
| 1,679,236 | | | | | | | |
| 1,675,271 | | | | | | | |
| 1,365,311 | | | | | | |
Total liabilities and shareholders' equity | | $ | 12,438,907 | | | | | | | | $ | 12,378,637 | | | | | | | | $ | 9,796,514 | | | | | | |
Net interest income FTE(2) | | | | | $ | 115,172 | | | | | | | | $ | 111,531 | | | | | | | | $ | 90,185 | | | |
Interest rate spread FTE(2) | | | | | | | | | 3.23% | | | | | | | | | 3.16% | | | | | | | | | 3.09% |
Net interest earning assets | | $ | 3,330,001 | | | | | | | | $ | 3,350,886 | | | | | | | | $ | 2,835,506 | | | | | | |
Net interest margin FTE(2) | | | | | | | | | 4.00% | | | | | | | | | 3.94% | | | | | | | | | 3.98% |
Average transaction deposits | | $ | 9,016,792 | | | | | | | | $ | 8,913,900 | | | | | | | | $ | 7,080,115 | | | | | | |
Average total deposits | | | 10,280,829 | | | | | | | | | 10,184,863 | | | | | | | | | 8,192,073 | | | | | | |
Ratio of average interest earning assets to average interest bearing liabilities | | | 141.20% | | | | | | | | | 141.93% | | | | | | | | | 146.00% | | | | | | |
(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 a fully taxable equivalent basis using the statutory tax rate of 21%. The tax equivalent adjustments included above are $2,272, $2,239 and $1,985 for the three months ended September 30, 2026, June 30, 2026, and September 30, 2025, respectively. |
(3) | | Other borrowings includes securities sold under agreements to repurchase and cash collateral received from counterparties in connection with derivative swap agreements. |
11
NATIONAL BANK HOLDINGS CORPORATION
Summary of Net Interest Margin
(Dollars in thousands)
| For the nine months ended September 30, 2026 | | For the nine months ended September 30, 2025 | ||||||||||||
| Average | | | | | Average | | Average | | | | | Average | ||
| balance | | Interest | | rate | | balance | | Interest | | rate | ||||
Interest earning assets: | | | | | | | | | | | | | | | |
Originated loans FTE(1)(2) | $ | 6,779,938 | | $ | 310,373 | | 6.12% | | $ | 6,279,001 | | $ | 308,220 | | 6.56% |
Acquired loans |
| 2,789,118 | |
| 143,780 | | 6.89% | |
| 1,265,326 | |
| 57,095 | | 6.03% |
Loans held for sale | | 19,479 | | | 862 | | 5.92% | | | 20,953 | | | 1,069 | | 6.82% |
Investment securities available-for-sale |
| 667,603 | |
| 14,050 | | 2.81% | |
| 703,442 | |
| 13,957 | | 2.65% |
Investment securities held-to-maturity |
| 752,761 | |
| 17,726 | | 3.14% | |
| 685,278 | |
| 14,606 | | 2.84% |
Other securities |
| 40,949 | |
| 1,948 | | 6.34% | |
| 31,473 | |
| 1,355 | | 5.74% |
Interest earning deposits |
| 233,342 | |
| 6,444 | | 3.69% | |
| 85,608 | |
| 2,926 | | 4.57% |
Total interest earning assets FTE(2) | $ | 11,283,190 | | $ | 495,183 | | 5.87% | | $ | 9,071,081 | | $ | 399,228 | | 5.88% |
Cash and due from banks | $ | 96,870 | | | | | | | $ | 78,327 | | | | | |
Other assets |
| 1,045,708 | | | | | | |
| 803,544 | | | | | |
Allowance for credit losses |
| (108,018) | | | | | | |
| (91,499) | | | | | |
Total assets | $ | 12,317,750 | | | | | | | $ | 9,861,453 | | | | | |
Interest bearing liabilities: | | | | | | | | | | | | | | | |
Interest bearing demand, savings and money market deposits | $ | 6,377,358 | | $ | 115,532 | | 2.42% | | $ | 4,980,629 | | $ | 98,364 | | 2.64% |
Time deposits |
| 1,287,835 | |
| 32,092 | | 3.33% | |
| 1,070,419 | | | 27,634 | | 3.45% |
Federal Home Loan Bank advances |
| 64,607 | |
| 1,952 | | 4.04% | |
| 77,900 | | | 2,666 | | 4.58% |
Other borrowings(3) |
| 38,196 | |
| 518 | | 1.81% | |
| 41,944 | | | 902 | | 2.88% |
Long-term debt | | 180,055 | |
| 7,402 | | 5.50% | |
| 54,528 | | | 1,555 | | 3.81% |
Total interest bearing liabilities | $ | 7,948,051 | | $ | 157,496 | | 2.65% | | $ | 6,225,420 | | $ | 131,121 | | 2.82% |
Demand deposits | $ | 2,533,089 | | | | | | | $ | 2,166,671 | | | | | |
Other liabilities |
| 158,689 | | | | | | |
| 124,546 | | | | | |
Total liabilities |
| 10,639,829 | | | | | | |
| 8,516,637 | | | | | |
Shareholders' equity |
| 1,677,921 | | | | | | |
| 1,344,816 | | | | | |
Total liabilities and shareholders' equity | $ | 12,317,750 | | | | | | | $ | 9,861,453 | | | | | |
Net interest income FTE(2) | | | | $ | 337,687 | | | | | | | $ | 268,107 | | |
Interest rate spread FTE(2) | | | | | | | 3.22% | | | | | | | | 3.06% |
Net interest earning assets | $ | 3,335,139 | | | | | | | $ | 2,845,661 | | | | | |
Net interest margin FTE(2) | | | | | | | 4.00% | | | | | | | | 3.95% |
Average transaction deposits | $ | 8,910,447 | | | | | | | $ | 7,147,300 | | | | | |
Average total deposits | | 10,198,282 | | | | | | | | 8,217,719 | | | | | |
Ratio of average interest earning assets to average interest bearing liabilities | | 141.96% | | | | | | | | 145.71% | | | | | |
(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 a fully taxable equivalent basis using the statutory tax rate of 21%. The tax equivalent adjustments included above are $6,693 and $5,807 for the nine months ended September 30, 2026 and September 30, 2025, respectively. |
(3) | | Other borrowings includes securities sold under agreements to repurchase and cash collateral received from counterparties in connection with derivative swap agreements. |
12
NATIONAL BANK HOLDINGS CORPORATION
Allowance for Credit Losses and Asset Quality
(Dollars in thousands)
Allowance for Credit Losses Analysis
| As of and for the three months ended | |||||||
| September 30, 2026 | | June 30, 2026 | | September 30, 2025 | |||
Beginning allowance for credit losses | $ | 110,271 | | $ | 113,477 | | $ | 88,893 |
Allowance for credit loss at acquisition | | 5,164 | | | 2,473 | | | — |
Charge-offs |
| (47,208) | |
| (6,508) | | | (1,617) |
Recoveries | | 888 | | | 79 | | | 2,504 |
Provision expense (release) for credit losses on loans |
| 40,751 | |
| 750 | |
| (1,500) |
Ending allowance for credit losses ("ACL") | $ | 109,866 | | $ | 110,271 | | $ | 88,280 |
Ratio of annualized net charge-offs (recoveries) to average total loans during the period | | 1.88% | | | 0.27% | | | (0.05)% |
Ratio of ACL to total loans outstanding at period end | | 1.11% | | | 1.13% | | | 1.19% |
Ratio of ACL to total non-performing loans at period end | | 250.17% | | | 365.97% | | | 330.45% |
Total loans | $ | 9,893,448 | | $ | 9,774,052 | | $ | 7,429,501 |
Average total loans during the period | | 9,771,279 | | | 9,608,203 | | | 7,376,685 |
Total non-performing loans | | 43,917 | | | 30,131 | | | 26,715 |
Past Due and Non-accrual Loans
| September 30, 2026 | | June 30, 2026 | | September 30, 2025 | |||
Loans 90 days past due and still accruing interest | $ | 16,762 | | $ | 29,112 | | $ | 12,120 |
Non-accrual loans |
| 43,917 | |
| 30,131 | |
| 26,715 |
Total 90 days past due and non-accrual loans | $ | 60,679 | | $ | 59,243 | | $ | 38,835 |
Total 90 days past due and still accruing interest and non-accrual loans to total loans | | 0.61% | | | 0.61% | | | 0.52% |
| | | | | | | | |
Loans 30-89 days past due and still accruing interest | $ | 14,010 | | $ | 17,169 | | $ | 14,288 |
| September 30, 2026 | | June 30, 2026 | | September 30, 2025 | |||
Non-performing loans | $ | 43,917 | | $ | 30,131 | | $ | 26,715 |
OREO |
| 5,082 | |
| 4,174 | |
| 658 |
Total non-performing assets | $ | 48,999 | | $ | 34,305 | | $ | 27,373 |
Total non-performing loans to total loans | | 0.44% | | | 0.31% | | | 0.36% |
Total non-performing assets to total loans and OREO | | 0.50% | | | 0.35% | | | 0.37% |
13
NATIONAL BANK HOLDINGS CORPORATION
Key Metrics(1)
| As of and for the three months ended | | As of and for the nine months ended | |||||||||||
| September 30, | | June 30, | | September 30, | | September 30, | | September 30, | |||||
| 2026 | | 2026 | | 2025 | | 2026 | | 2025 | |||||
Return on average assets | | (0.28)% | | | 0.86% | | | 1.43% | | | 0.42% | | | 1.27% |
Return on average tangible assets(2) | | (0.23)% | | | 0.96% | | | 1.54% | | | 0.50% | | | 1.38% |
Adjusted return on average tangible assets(2) | | 0.16% | | | 1.26% | | | 1.60% | | | 0.87% | | | 1.40% |
Return on average equity | | (2.07)% | | | 6.34% | | | 10.25% | | | 3.07% | | | 9.30% |
Return on average tangible common equity(2) | | (2.32)% | | | 9.70% | | | 14.21% | | | 5.01% | | | 13.05% |
Adjusted return on average tangible common equity(2) | | 1.62% | | | 12.71% | | | 14.72% | | | 8.67% | | | 13.23% |
Loan to deposit ratio (end of period) | | 93.82% | | | 94.08% | | | 87.70% | | | 93.82% | | | 87.70% |
Non-interest bearing deposits to total deposits (end of period) | | 25.19% | | | 24.79% | | | 26.62% | | | 25.19% | | | 26.62% |
Net interest margin(3) | | 3.92% | | | 3.86% | | | 3.89% | | | 3.92% | | | 3.87% |
Net interest margin FTE(3)(4) | | 4.00% | | | 3.94% | | | 3.98% | | | 4.00% | | | 3.95% |
Interest rate spread FTE(4)(5) | | 3.23% | | | 3.16% | | | 3.09% | | | 3.22% | | | 3.06% |
Yield on earning assets(6) | | 5.82% | | | 5.73% | | | 5.83% | | | 5.79% | | | 5.80% |
Yield on earning assets FTE(4)(6) | | 5.90% | | | 5.81% | | | 5.92% | | | 5.87% | | | 5.88% |
Cost of funds | | 2.03% | | | 2.01% | | | 2.10% | | | 2.01% | | | 2.09% |
Cost of deposits | | 1.94% | | | 1.93% | | | 2.08% | | | 1.94% | | | 2.05% |
Non-interest income to total revenue FTE(4)(7) | | 10.52% | | | 15.05% | | | 18.66% | | | 13.18% | | | 16.54% |
Efficiency ratio FTE(4) | | 75.98% | | | 72.32% | | | 60.65% | | | 74.45% | | | 59.83% |
Adjusted efficiency ratio FTE(2)(4) | | 62.28% | | | 61.81% | | | 57.32% | | | 61.79% | | | 57.46% |
Pre-provision net revenue FTE(2)(4) | | 30,918 | | | 36,347 | | | 43,630 | | | 99,391 | | | 129,046 |
Adjusted pre-provision net revenue FTE(2)(4) | | 46,113 | | | 47,795 | | | 45,374 | | | 141,383 | | | 130,790 |
| | | | | | | | | | | | | | |
Total Loans Asset Quality Data(8)(9) | | | | | | | | | | | | | | |
Non-performing loans to total loans | | 0.44% | | | 0.31% | | | 0.36% | | | 0.44% | | | 0.36% |
Non-performing assets to total loans and OREO | | 0.50% | | | 0.35% | | | 0.37% | | | 0.50% | | | 0.37% |
Allowance for credit losses to total loans | | 1.11% | | | 1.13% | | | 1.19% | | | 1.11% | | | 1.19% |
Allowance for credit losses to non-performing loans | | 250.17% | | | 365.97% | | | 330.45% | | | 250.17% | | | 330.45% |
Net charge-offs (recoveries) to average loans | | 1.88% | | | 0.27% | | | (0.05)% | | | 0.85% | | | 0.27% |
(1) | | Ratios are annualized. |
(2) | | Ratio represents non-GAAP financial measure. See “Non-GAAP Financial Measures and Reconciliations” starting on page 15. |
(3) | | Net interest margin represents net interest income, including accretion income on interest earning assets, as a percentage of average interest earning assets. |
(4) | | Presented on a fully taxable equivalent basis using the statutory tax rate of 21%. The tax equivalent adjustments included above are $2,272, $2,239 and $1,985 for the three months ended September 30, 2026, June 30, 2026, and September 30, 2025, respectively, and $6,693 and $5,807 for the nine months ended September 30, 2026 and September 30, 2025, respectively. |
(5) | | 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 a non-GAAP financial measure. |
(6) | | 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. |
(7) | | Non-interest income to total revenue represents non-interest income divided by the sum of net interest income FTE and non-interest income. |
(8) | | Non-performing loans consist of non-accruing loans. |
(9) | | Total loans are net of unearned discounts and fees. |
14
NATIONAL BANK HOLDINGS CORPORATION
NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS
(Dollars in thousands, except share and per share data)
Tangible Book Value Ratios
| | September 30, 2026 | | June 30, 2026 | | December 31, 2025 | | September 30, 2025 | ||||
Total shareholders' equity | | $ | 1,625,897 | | $ | 1,669,104 | | $ | 1,385,114 | | $ | 1,374,929 |
Less: goodwill and other intangible assets, net | |
| (516,615) | |
| (514,975) | |
| (348,961) | |
| (350,907) |
Add: deferred tax liability related to goodwill | |
| 14,257 | |
| 14,154 | |
| 13,947 | |
| 13,844 |
Tangible common equity (non-GAAP) | | $ | 1,123,539 | | $ | 1,168,283 | | $ | 1,050,100 | | $ | 1,037,866 |
| | | | | | | | | | | | |
Total assets | | $ | 12,727,140 | | $ | 12,586,136 | | $ | 9,883,518 | | $ | 10,152,686 |
Less: goodwill and other intangible assets, net | |
| (516,615) | |
| (514,975) | |
| (348,961) | |
| (350,907) |
Add: deferred tax liability related to goodwill | |
| 14,257 | |
| 14,154 | |
| 13,947 | |
| 13,844 |
Tangible assets (non-GAAP) | | $ | 12,224,782 | | $ | 12,085,315 | | $ | 9,548,504 | | $ | 9,815,623 |
| | | | | | | | | | | | |
Tangible common equity to tangible assets calculations: | | | | | | | | | | | | |
Total shareholders' equity to total assets | | | 12.78% | | | 13.26% | | | 14.01% | | | 13.54% |
Less: impact of goodwill and other intangible assets, net | | | (3.59)% | | | (3.59)% | | | (3.01)% | | | (2.97)% |
Tangible common equity to tangible assets (non-GAAP) | | | 9.19% | | | 9.67% | | | 11.00% | | | 10.57% |
| | | | | | | | | | | | |
Tangible book value per share calculations: | | | | | | | | | | | | |
Tangible common equity (non-GAAP) | | $ | 1,123,539 | | $ | 1,168,283 | | $ | 1,050,100 | | $ | 1,037,866 |
Divided by: ending shares outstanding | |
| 44,285,618 | |
| 44,537,718 | |
| 37,772,516 | |
| 37,815,589 |
Tangible book value per share (non-GAAP) | | $ | 25.37 | | $ | 26.23 | | $ | 27.80 | | $ | 27.45 |
15
NATIONAL BANK HOLDINGS CORPORATION
(Dollars in thousands, except share and per share data)
Return on Average Tangible Assets and Return on Average Tangible Equity
| | As of and for the three months ended | | As of and for the nine months ended | |||||||||||
| | September 30, | | June 30, | | September 30, | | September 30, | | September 30, | |||||
| | 2026 | | 2026 | | 2025 | | 2026 | | 2025 | |||||
Net (loss) income | | $ | (8,761) | | $ | 26,490 | | $ | 35,285 | | $ | 38,522 | | $ | 93,538 |
Add: adjustments, after tax (non-GAAP)(1) | |
| 11,702 | |
| 8,813 | |
| 1,336 | |
| 32,338 | |
| 1,336 |
Adjusted net income (non-GAAP)(1) | | $ | 2,941 | | $ | 35,303 | | $ | 36,621 | | $ | 70,860 | | $ | 94,874 |
| | | | | | | | | | | | | | | |
Net (loss) income | | $ | (8,761) | | $ | 26,490 | | $ | 35,285 | | $ | 38,522 | | $ | 93,538 |
Add: impact of other intangible assets amortization expense, after tax (non-GAAP) | |
| 1,874 | |
| 1,873 | |
| 1,491 | |
| 5,645 | |
| 4,497 |
Net (loss) income excluding the impact of other intangible assets amortization expense, after tax (non-GAAP) | | $ | (6,887) | | $ | 28,363 | | $ | 36,776 | | $ | 44,167 | | $ | 98,035 |
| | | | | | | | | | | | | | | |
Net (loss) income excluding the impact of other intangible assets amortization expense, after tax (non-GAAP) | | $ | (6,887) | | $ | 28,363 | | $ | 36,776 | | $ | 44,167 | | $ | 98,035 |
Add: adjustments, after tax (non-GAAP)(1) | | | 11,702 | | | 8,813 | | | 1,336 | | | 32,338 | | | 1,336 |
Adjusted net income excluding the impact of other intangible assets amortization expense (non-GAAP)(1) | | $ | 4,815 | | $ | 37,176 | | $ | 38,112 | | $ | 76,505 | | $ | 99,371 |
| | | | | | | | | | | | | | | |
Average assets | | $ | 12,438,907 | | $ | 12,378,637 | | $ | 9,796,514 | | $ | 12,317,750 | | $ | 9,861,453 |
Less: average goodwill and other intangible assets, net of deferred tax liability related to goodwill (non-GAAP) | |
| (501,172) | |
| (502,057) | |
| (338,294) | |
| (498,106) | |
| (340,231) |
Average tangible assets (non-GAAP) | | $ | 11,937,735 | | $ | 11,876,580 | | $ | 9,458,220 | | $ | 11,819,644 | | $ | 9,521,222 |
| | | | | | | | | | | | | | | |
Average shareholders' equity | | $ | 1,679,236 | | $ | 1,675,271 | | $ | 1,365,311 | | $ | 1,677,921 | | $ | 1,344,816 |
Less: average goodwill and other intangible assets, net of deferred tax liability related to goodwill (non-GAAP) | |
| (501,172) | |
| (502,057) | |
| (338,294) | |
| (498,106) | |
| (340,231) |
Average tangible common equity (non-GAAP) | | $ | 1,178,064 | | $ | 1,173,214 | | $ | 1,027,017 | | $ | 1,179,815 | | $ | 1,004,585 |
| | | | | | | | | | | | | | | |
Return on average assets | | | (0.28)% | | | 0.86% | | | 1.43% | | | 0.42% | | | 1.27% |
Adjusted return on average assets (non-GAAP) | | | 0.09% | | | 1.14% | | | 1.48% | | | 0.77% | | | 1.29% |
Return on average tangible assets (non-GAAP) | | | (0.23)% | | | 0.96% | | | 1.54% | | | 0.50% | | | 1.38% |
Adjusted return on average tangible assets (non-GAAP)(1) | | | 0.16% | | | 1.26% | | | 1.60% | | | 0.87% | | | 1.40% |
Return on average equity | | | (2.07)% | | | 6.34% | | | 10.25% | | | 3.07% | | | 9.30% |
Adjusted return on average equity (non-GAAP) | | | 0.69% | | | 8.45% | | | 10.64% | | | 5.65% | | | 9.43% |
Return on average tangible common equity (non-GAAP) | | | (2.32)% | | | 9.70% | | | 14.21% | | | 5.01% | | | 13.05% |
Adjusted return on average tangible common equity (non-GAAP)(1) | | | 1.62% | | | 12.71% | | | 14.72% | | | 8.67% | | | 13.23% |
| | | | | | | | | | | | | | | |
Adjustments: | | | | | | | | | | | | | | | |
Non-interest income adjustments: | | | | | | | | | | | | | | | |
Restructuring impairment(2) | | $ | — | | $ | 223 | | $ | — | | $ | 223 | | $ | — |
Non-interest expense adjustments: | | | | | | | | | | | | | | | |
Acquisition-related expenses(3) | | | 14,696 | | | 10,890 | | | 1,744 | | | 39,928 | | | 1,744 |
Restructuring expenses(2) | | | 499 | | | 335 | | | — | | | 1,841 | | | — |
Total non-interest expense adjustments, before tax (non-GAAP) | | | 15,195 | | | 11,225 | | | 1,744 | | | 41,769 | | | 1,744 |
| | | | | | | | | | | | | | | |
Total adjustments, before tax (non-GAAP) | | | 15,195 | | | 11,448 | | | 1,744 | | | 41,992 | | | 1,744 |
Tax benefit impact(4) | |
| (3,493) | | | (2,635) | | | (408) | | | (9,654) | | | (408) |
Total adjustments, after tax (non-GAAP) | | $ | 11,702 | | $ | 8,813 | | $ | 1,336 | | $ | 32,338 | | $ | 1,336 |
(1) | | For details, refer to the “Adjustments” section at the bottom of the table. |
(2) | | Restructuring expenses and restructuring impairment are primarily related to banking center consolidation expenses and corporate personnel actions. |
(3) | | Includes general acquisition-related expenses and Vista rebranding costs. |
(4) | | Calculated using the company’s marginal tax rate of 23%. Certain acquisition-related expenses are non-deductible. |
16
Efficiency Ratio and Pre-Provision Net Revenue
| | As of and for the three months ended | | As of and for the nine months ended | |||||||||||
| | September 30, | | June 30, | | September 30, | | September 30, | | September 30, | |||||
| | 2026 | | 2026 | | 2025 | | 2026 | | 2025 | |||||
Net interest income FTE(1) | | $ | 115,172 | | $ | 111,531 | | $ | 90,185 | | $ | 337,687 | | $ | 268,107 |
| | | | | | | | | | | | | | | |
Non-interest income | | $ | 13,538 | | $ | 19,766 | | $ | 20,691 | | $ | 51,283 | | $ | 53,133 |
Add: restructuring impairment | | | — | | | 223 | | | — | | | 223 | | | — |
Adjusted non-interest income (non-GAAP) | | $ | 13,538 | | $ | 19,989 | | $ | 20,691 | | $ | 51,506 | | $ | 53,133 |
| | | | | | | | | | | | | | | |
Non-interest expense | | $ | 97,792 | | $ | 94,950 | | $ | 67,246 | | $ | 289,579 | | $ | 192,194 |
Less: other intangible assets amortization | | | (2,433) | |
| (2,433) | |
| (1,946) | |
| (7,330) | |
| (5,870) |
Less: acquisition-related expenses and restructuring expenses | | | (15,195) | | | (11,225) | | | (1,744) | | | (41,769) | | | (1,744) |
Adjusted non-interest expense, excluding other intangible assets amortization (non-GAAP) | | $ | 80,164 | | $ | 81,292 | | $ | 63,556 | | $ | 240,480 | | $ | 184,580 |
| | | | | | | | | | | | | | | |
Non-interest expense | | $ | 97,792 | | $ | 94,950 | | $ | 67,246 | | $ | 289,579 | | $ | 192,194 |
Less: acquisition-related expenses and restructuring expenses | | | (15,195) | | | (11,225) | | | (1,744) | | | (41,769) | | | (1,744) |
Adjusted non-interest expense (non-GAAP) | | $ | 82,597 | | $ | 83,725 | | $ | 65,502 | | $ | 247,810 | | $ | 190,450 |
| | | | | | | | | | | | | | | |
Efficiency ratio FTE(1) | | | 75.98% | | | 72.32% | | | 60.65% | | | 74.45% | | | 59.83% |
Adjusted efficiency ratio FTE (non-GAAP)(1)(2) | | | 62.28% | | | 61.81% | | | 57.32% | | | 61.79% | | | 57.46% |
| | | | | | | | | | | | | | | |
Net (loss) income | | $ | (8,761) | | $ | 26,490 | | $ | 35,285 | | $ | 38,522 | | $ | 93,538 |
Add: income tax (benefit) expense | | | (3,228) | | | 6,118 | | | 7,860 | | | 8,041 | | | 21,001 |
Add: provision expense (release) for credit losses | | | 40,635 | | | 1,500 | | | (1,500) | | | 46,135 | | | 8,700 |
Add: impact of taxable equivalent adjustment | | | 2,272 | | | 2,239 | | | 1,985 | | | 6,693 | | | 5,807 |
Pre-provision net revenue FTE (non-GAAP)(1) | | $ | 30,918 | | $ | 36,347 | | $ | 43,630 | | $ | 99,391 | | $ | 129,046 |
| | | | | | | | | | | | | | | |
Pre-provision net revenue, FTE (non-GAAP)(1) | | $ | 30,918 | | $ | 36,347 | | $ | 43,630 | | $ | 99,391 | | $ | 129,046 |
Add: acquisition-related expenses | | | 14,696 | | | 10,890 | | | 1,744 | | | 39,928 | | | 1,744 |
Add: restructuring expenses and impairment | | | 499 | | | 558 | | | — | | | 2,064 | | | — |
Adjusted pre-provision net revenue FTE (non-GAAP)(1) | | $ | 46,113 | | $ | 47,795 | | $ | 45,374 | | $ | 141,383 | | $ | 130,790 |
(1) | | Presented on a fully taxable equivalent basis using the statutory tax rate of 21%. The tax equivalent adjustments included above are $2,272, $2,239 and $1,985 for the three months ended September 30, 2026, June 30, 2026, and September 30, 2025, respectively, and $6,693 and $5,807 for the nine months ended September 30, 2026 and September 30, 2025, respectively. |
(2) | | Adjusted efficiency ratio FTE excludes other intangible assets amortization, acquisition-related expenses and restructuring expenses. |
Adjusted Net Income and Adjusted Earnings Per Share
| | As of and for the three months ended | | As of and for the nine months ended | |||||||||||
| | September 30, | | June 30, | | September 30, | | September 30, | | September 30, | |||||
| | 2026 | | 2026 | | 2025 | | 2026 | | 2025 | |||||
Adjustments to net income: | | | | | | | | | | | | | | | |
Net (loss) income | | $ | (8,761) | | $ | 26,490 | | $ | 35,285 | | $ | 38,522 | | $ | 93,538 |
Add: acquisition-related adjustments, after tax | | | 11,318 | | | 8,383 | | | 1,336 | | | 30,749 | | | 1,336 |
Add: restructuring expenses and impairment, after tax | | | 384 | | | 430 | | | — | | | 1,589 | | | — |
Adjusted net income (non-GAAP) | | $ | 2,941 | | $ | 35,303 | | $ | 36,621 | | $ | 70,860 | | $ | 94,874 |
| | | | | | | | | | | | | | | |
Adjustments to earnings per share: | | | | | | | | | | | | | | | |
(Loss) earnings per share diluted | | $ | (0.20) | | $ | 0.58 | | $ | 0.92 | | $ | 0.84 | | $ | 2.43 |
Add: acquisition-related adjustments, after tax | | | 0.25 | | | 0.18 | | | 0.04 | | | 0.67 | | | 0.04 |
Add: restructuring expenses and impairment, after tax | | | 0.01 | | | 0.02 | | | — | | | 0.05 | | | — |
Adjusted earnings per share - diluted (non-GAAP) | | $ | 0.06 | | $ | 0.78 | | $ | 0.96 | | $ | 1.56 | | $ | 2.47 |
17