Material Impairments (Form 8-K)

Item 2.06.Material Impairments

On September 28, 2026, the Board of Directors and management of National Bank Holdings Corporation (the "Company") concluded that NBH Bank (the "Bank"), a wholly owned subsidiary of the Company, expects to incur material impairments on specifically identified commercial loans, primarily within the franchise and healthcare industries, related to certain credit events impacting the third quarter. Management is assessing the remaining collateral and will charge down the loans to the estimated value of the remaining collateral. The relationships have an aggregate outstanding principal balance of $65.0 million and will be reserved or charged down to an estimated aggregate balance of $18.2 million. As a result of the write downs and specific reserves on these loans during the quarter, the Bank expects to incur an estimated $46.8 million of charge-offs, resulting in provision expense in the range of $38.0 million to $40.0 million for the three months ended September 30, 2026.

In addition to the loan impairments, the Company expects to recognize a $4.0 million impairment charge related to one of its FinTech partnership investments, which is classified within non-marketable securities in the Company's Consolidated Statements of Financial Condition. The impairment charge will reduce the Company's non-interest income for the quarter.

The impairments described above are expected to reduce the Company's after-tax earnings by approximately $32.0 million to $34.0 million, or $0.72 to $0.76 per diluted share, for the three and nine months ended September 30, 2026.

Item 8.01.Other Events

On September 30, 2026, the Board of Directors of the Company approved an additional authorization to repurchase up to $40.1 million of the Company's Class A common stock. This authorization is in addition to $59.9 million remaining under the Company's existing share repurchase authorization. Following approval of the additional authorization, the Company will have aggregate repurchase authority of $100.0 million. Repurchases may be made from time to time in open market transactions, in privately negotiated transactions, through Rule 10b5-1 plans, or by other means in accordance with applicable securities laws. The authorization has no expiration date and may be modified, suspended, or terminated at any time.

As of the close of business on September 30, 2026 the Company had 44,285,618 shares of Class A Common Stock outstanding, excluding 813,990 shares of restricted Class A common stock issued but not yet vested.