NBHC National Bank Holdings Corporation

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): July 19, 2023

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NATIONAL BANK HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)

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7800 East Orchard Road, Suite 300, Greenwood Village, Colorado 80111
(Address of principal executive offices) (Zip Code)

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303-892-8715
(Registrant’s telephone, including area code)

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Not Applicable
(Former name or former address, if changed since last report.)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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☐Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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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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Emerging growth company ☐

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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. ☐

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Item 2.02. Results of Operations and Financial Conditions. *

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On July 19, 2023, National Bank Holdings Corporation (“NBHC”) issued a press release announcing its financial results for the quarter ended June 30, 2023, which press release is furnished as Exhibit 99.1 hereto, except for such portions that are being “filed” as specified under Item 9.01 below, and is incorporated herein by reference.

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Item 7.01. Regulation FD Disclosure. *

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On July 19, 2023, 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 June 30, 2023, also furnished as Exhibit 99.1 hereto, except for such portions that are being “filed” as specified under Item 9.01 below, and incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits. *

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The information included in Exhibit 99.1 hereto, except for the quoted statements of Tim Laney set forth in the first and second full paragraphs thereof, shall be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, and therefore shall be deemed incorporated by reference into the filings of NBHC under the Securities Act of 1933, as amended. The quoted statements of Tim Laney set forth in the first and second full paragraphs of Exhibit 99.1 hereto are being “furnished” to the Securities and Exchange Commission as provided pursuant to General Instruction B.2 of Form 8-K.

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(d) Exhibits

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*Except for such portions that are “filed” as specified under Item 9.01 of this report, the information contained in this report and the exhibits 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, nor shall it be deemed incorporated by reference in any registration statement or other filings of the Registrant under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.

SIGNATURES

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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.

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Date: July 19, 2023

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Exhibit 99.1

National Bank Holdings Corporation Announces

Second Quarter 2023 Financial Results

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Denver, Colorado - (Globe Newswire) – National Bank Holdings Corporation (NYSE: NBHC) reported:

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In announcing these results, Chief Executive Officer Tim Laney shared, “We are pleased to deliver quarterly earnings of $0.85 per diluted share and a solid return on average tangible common equity of 17.24%. Year-to-date net income increased $34.1 million or 88% over the prior year period to $72.8 million, or $1.91 per diluted share. We continue to adhere to solid, disciplined approaches that limit concentrations in our loan book and our depositor base. Our credit quality remains strong with just two basis points of annualized net charge-offs. We maintain diversified funding sources and grew our core deposits by 29% annualized during the second quarter.”    

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Mr. Laney added, “During the quarter, we seamlessly integrated our Cambr acquisition into the NBH family. This strategic acquisition has provided us with a unique funding source of core deposits and further diversified our fee income capabilities. We believe our strong Common Equity Tier 1 capital ratio of 11.08% and our ample liquidity position serve as a source of strength in any economic environment.”

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Second Quarter 2023 Results

(All comparisons refer to the first quarter of 2023, except as noted)

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Net income totaled $32.6 million or $0.85 per diluted share, compared to net income of $40.3 million or $1.06 per diluted share during the first quarter of 2023. Fully taxable equivalent pre-provision net revenue totaled $44.1 million during the second quarter, compared to $52.7 million. The return on average tangible assets totaled 1.45%, compared to a return of 1.80% during the first quarter, and the return on average tangible common equity totaled 17.24%, compared to the first quarter return of 20.86%.

Net Interest Income

Fully taxable equivalent net interest income totaled $91.2 million, compared to $96.3 million in the prior quarter, as an increase in loan interest income was more than offset by an increase in the cost of funds. The fully taxable equivalent net interest margin narrowed 32 basis points to 4.07% as the 22 basis point increase in earning asset yields was more than offset by a 58 basis point increase in the cost of funds. Average earning assets increased $96.2 million, primarily driven by loan growth. The cost of funds totaled 1.48%, compared to 0.90% during the first quarter.

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Loans

Total loans increased $69.1 million or 3.8% annualized to $7.4 billion at June 30, 2023. We generated quarterly loan fundings totaling $362.3 million with a weighted average new loan origination rate of 8.2%.

Asset Quality and Provision for Credit Losses

The Company recorded $1.7 million of provision expense for credit losses, compared to $0.9 million in the prior quarter. The current quarter’s provision expense was driven by loan growth and higher reserve requirements. Annualized net charge-offs totaled 0.02% of average total loans during the second quarter, compared to 0.01% in the prior quarter. Non-performing loans (comprised of non-accrual loans and non-accrual TDMs) was 0.45% of total loans, compared to 0.13% in the prior quarter, and non-performing assets was 0.50% of total loans and OREO, compared to 0.18%. The allowance for credit losses as a percentage of loans increased two basis points to 1.25% at June 30, 2023.

Deposits

We maintain a granular and well diversified deposit base with no exposure to venture capital or crypto deposits. Average total deposits increased $272.1 million, or 14.2% annualized, to $8.0 billion during the second quarter 2023, compared to $7.7 billion during the first quarter 2023. The loan to deposit ratio totaled 91.3% at June 30, 2023. Average transaction deposits (defined as total deposits less time deposits) increased $213.4 million to $7.0 billion.

We improved our balance sheet funding mix during the second quarter and utilized the funding provided by the quarter’s deposit growth to pay down $615.0 million of Federal Home Loan Bank advances. The mix of transaction deposits to total deposits increased eight basis points to 87.9% at June 30, 2023.

Non-Interest Income

Non-interest income totaled $13.8 million during the second quarter, compared to $14.7 million. Included in other non-interest income during the quarter was $4.1 million of impairments related to venture capital investments classified as non-marketable securities. Excluding these impairments, non-interest income increased $3.3 million largely due to the addition of $1.2 million of Cambr fee income, $0.8 million higher service charges and bank card fees and $0.5 million higher mortgage banking income.  

Non-Interest Expense

Non-interest expense totaled $61.0 million, compared to $58.3 million in the prior quarter. Salaries and benefits increased $2.2 million due to payroll tax credits realized in the first quarter 2023. Included in the second quarter were Cambr related acquisition expenses including $0.5 million higher transaction expenses and Cambr intangible amortization of $0.6 million. Partially offsetting these increases was a $0.8 million decrease in data processing expense.

The efficiency ratio totaled 58.9% for the second quarter, compared to 53.2%. The fully taxable equivalent efficiency ratio totaled 56.1% for the second quarter compared to 51.3%, adjusting for other intangible assets amortization.

Income tax expense totaled $8.4 million during the second quarter, compared to $10.1 million in the prior quarter. The decrease in income tax expense was due to a decrease in pre-tax income. The effective tax rate was 20.4% and 20.0% for the second and first quarters, respectively.

Capital

Capital ratios continue to be strong and in excess of federal bank regulatory agency “well capitalized” thresholds. The Tier 1 leverage ratio totaled 9.15% at June 30, 2023, and the common equity tier 1 capital ratio totaled 11.08% at June 30, 2023. Shareholders’ equity totaled $1.1 billion at June 30, 2023 increasing $13.6 million, largely due to higher retained earnings partially offset by an increase in accumulated other comprehensive loss.

Common book value per share increased $0.30 to $30.42 at June 30, 2023. Tangible common book value per share decreased $0.81 to $20.95 due to the impact of the Cambr acquisition and a $0.26 per share increase in accumulated other comprehensive loss.

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Year-Over-Year Review

(All comparisons refer to the first six months of 2022, except as noted)

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Net income increased $34.1 million or 88.1% to $72.8 million, or $1.91 per diluted share, compared to net income of $38.7 million, or $1.27 per diluted share, for the first six months of 2022. The increase over the same period prior year was driven by our organic balance sheet growth, strategic acquisition growth and increases in the Federal Reserve’s interest rates. Fully taxable equivalent pre-provision net revenue increased $45.2 million, or 87.8%, to $96.7 million. The return on average tangible assets was 1.63%, compared to 1.11% in the same period prior year, and the return on average tangible common equity was 19.05%, compared to 10.97%.

The first six months of 2022 included $1.0 million of non-recurring acquisition-related expenses related to our 2022 acquisitions. Adjusting for these expenses in the prior period, net income for the first six months of 2023 increased $33.2 million or 83.6%, and fully taxable equivalent pre-provision net revenue increased $44.0 million, or 83.3%. The adjusted return on average tangible assets was 1.14%, and the adjusted return on average tangible common equity was 11.24% for the first six months of 2022.

Fully taxable equivalent net interest income totaled $187.5 million, an increase of $82.2 million or 78.0%. Average earning assets increased $2.2 billion, or 32.6%, including average originated loan growth of $1.1 billion and average acquired loan growth of $1.6 billion. The fully taxable equivalent net interest margin widened 107 basis points to 4.22%, benefitting from a 203 basis point increase in earning asset yields to 5.35%. Average interest bearing liabilities increased $1.7 billion to $5.6 billion at June 30, 2023, and the cost of funds totaled 1.20%, compared to 0.18% in the same period prior year.

Loans outstanding totaled $7.4 billion, increasing $2.6 billion or 53.9%, and included $1.7 billion of loans acquired through the Rock Canyon Bank and Bank of Jackson Hole acquisitions in the second half of 2022. New loan fundings over the trailing 12 months totaled $1.9 billion, led by commercial loan fundings of $1.0 billion.  

The Company recorded $2.6 million of provision expense for credit losses for the first six months of 2023, compared to provision expense of $2.2 million in the same period prior year. The current period’s provision expense was driven by loan growth and higher reserve requirements. Annualized net charge-offs decreased two basis points to 0.02% of average total loans during the first six months of 2023. Non-performing loans to total loans was 0.45%, compared to 0.20% in the same period prior year, and non-performing assets to total loans and OREO was 0.50% at June 30, 2023, compared to 0.31%. The allowance for credit losses totaled 1.25% of total loans, compared to 1.06% at June 30, 2022.

Average total deposits increased $1.6 billion or 25.8% to $7.8 billion, primarily due to higher deposit balances driven by the strategic growth from our recent acquisitions. Average transaction deposits increased $1.5 billion or 27.0%, and average non-interest bearing demand deposits increased $400.1 million or 16.3%. The mix of transaction deposits to total deposits was 87.9%, compared to 87.4% at June 30, 2022, and the mix of non-interest bearing demand deposits to total deposits was 32.4%, compared to 39.6% at June 30, 2022.

Non-interest income totaled $28.5 million, a decrease of $7.3 million or 20.5%, largely driven by $9.7 million of lower mortgage banking income due to lower purchase and refinance activity, as well as competition driving tighter gain on sale margins. Service charges and bank card fees increased a combined $1.9 million compared to the same period prior year. Other non-interest income included $1.2 million of Cambr income, $1.0 million of trust income and $0.7 million from gains on SBA loan sales, all of which are new and diversified sources of fee revenue. Included in other non-interest income during 2023 was $4.4 million in impairments related to venture capital investments classified as non-marketable securities.

Non-interest expense totaled $119.3 million, an increase of $29.6 million, or 33.1%, largely driven by an increase in core operating expenses driven by our 2022 acquisitions. Included in other non-interest expense is $2.8 million higher FDIC deposit insurance expense as a result of our recent acquisitions and an increase in the FDIC assessment rate effective January 2023. Included in the first six months of 2022 were non-recurring acquisition-related expenses of $1.0 million related to our 2022 acquisitions.

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Income tax expense totaled $18.4 million, an increase of $10.5 million from the same period last year, driven by higher pre-tax income. The effective tax rate was 20.2% for the first six months of 2023, compared to 17.1%.  

Conference Call

Management will host a conference call to review the results at 11:00 a.m. Eastern Time on Thursday, July 20, 2023. Interested parties may listen to this call by dialing (888) 204-4368 using the participant passcode of 6310514 and asking for the NBHC Q2 2023 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.

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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 Bank of Jackson Hole Trust, National Bank Holdings Corporation operates a network of over 95 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, Utah, Wyoming, Texas, New Mexico and Idaho. Its comprehensive residential mortgage banking group primarily serves the bank’s core footprint. Its trust and wealth management business is operated in its core footprint under the Bank of Jackson Hole Trust charter. NBH Bank operates 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 and Idaho, Hillcrest Bank and Hillcrest Bank Mortgage; and in Wyoming, Bank of Jackson Hole and Bank of Jackson Hole Mortgage. Additional information about National Bank Holdings Corporation can be found at www.nationalbankholdings.com.

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For more information visit: cobnks.com, bankmw.com, hillcrestbank.com, bankofjacksonhole.com, or nbhbank.com. Or connect with any of our brands on LinkedIn.

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About Non-GAAP Financial Measures

Certain of the financial measures and ratios we present, including “tangible assets,” “return on average tangible assets,” “tangible common equity,” “return on average tangible common equity,” “tangible common book value per share,” “tangible common book value, excluding accumulated other comprehensive loss, net of tax,” “tangible common book value per share, excluding accumulated other comprehensive loss, net of tax,” “tangible common equity to tangible assets,” “non-interest expense adjusted for other intangible assets amortization and acquisition-related expenses,” “non-interest expense adjusted for acquisition-related expenses,” “efficiency ratio adjusted for other intangible assets amortization and acquisition-related expenses,” “adjusted net income,” “adjusted earnings per share – diluted,” “net income adjusted for the impact of other intangible assets amortization expense and acquisition-related expenses, after tax,” “net income excluding the impact of other intangible assets amortization expense, after tax,” “adjusted return on average tangible assets,” “adjusted return on average tangible common equity,” “pre-provision net revenue,” “pre-provision net revenue adjusted for acquisition-related expenses,” and “fully taxable equivalent” metrics, 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 or by presenting certain metrics on a fully taxable equivalent basis. 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.

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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 limitations by providing the equivalent GAAP measures whenever we present the non-GAAP financial measures and by including a reconciliation

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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.

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Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements contain words such as “anticipate,” “believe,” “can,” “would,” “should,” “could,” “may,” “predict,” “seek,” “potential,” “will,” “estimate,” “target,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “intend” or similar expressions that relate to the Company’s strategy, plans or intentions. Forward-looking statements involve certain important risks, uncertainties and other factors, any of which could cause actual results to differ materially from those in such statements. Such factors include, without limitation, the “Risk Factors” referenced in our most recent Form 10-K filed with the Securities and Exchange Commission (SEC), other risks and uncertainties listed from time to time in our reports and documents filed with the SEC, and the following factors: difficulties in integrating the NBHC, Community Bancorporation, Bancshares of Jackson Hole Incorporated, or Cambr Solutions, LLC businesses or fully realizing cost savings and other benefits; business disruption following the mergers; ability to execute our business strategy (including our digital strategy); business and economic conditions; effects of any potential government shutdowns; economic, market, operational, liquidity, credit and interest rate risks associated with the Company’s business; effects of any changes in trade, monetary and fiscal policies and laws; changes imposed by regulatory agencies to increase capital standards; effects of inflation, as well as, interest rate, securities market and monetary supply fluctuations; changes in the economy or supply-demand imbalances affecting local real estate values; changes in consumer spending, borrowings and savings habits; with respect to our mortgage business, the inability to negotiate fees with investors for the purchase of our loans or our obligation to indemnify purchasers or repurchase related loans; the Company’s ability to identify potential candidates for, consummate, integrate and realize operating efficiencies from, acquisitions, consolidations and other expansion opportunities; the Company's ability to realize anticipated benefits from enhancements or updates to its core operating systems from time to time without significant change in client service or risk to the Company's control environment; the Company's dependence on information technology and telecommunications systems of third-party service providers and the risk of systems failures, interruptions or breaches of security; the Company’s ability to achieve organic loan and deposit growth and the composition of such growth; changes in sources and uses of funds; increased competition in the financial services industry; the effect of changes in accounting policies and practices; the share price of the Company’s stock; the Company's ability to realize deferred tax assets or the need for a valuation allowance; the effects of tax legislation, including the potential of future increases to prevailing tax rules, or challenges to our positions; continued consolidation in the financial services industry; ability to maintain or increase market share and control expenses; costs and effects of changes in laws and regulations and of other legal and regulatory developments; technological changes; the timely development and acceptance of new products and services, including in the digital technology space our digital solution 2UniFi; the Company’s continued ability to attract, hire and maintain qualified personnel; ability to implement and/or improve operational management and other internal risk controls and processes and reporting system and procedures; regulatory limitations on dividends from our bank subsidiaries; changes in estimates of future credit reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements; widespread natural and other disasters, pandemics, dislocations, political instability, acts of war or terrorist activities, cyberattacks or international hostilities; a cybersecurity incident, data breach or a failure of a key information technology system; impact of reputational risk; and success at managing the risks involved in the foregoing items. The Company can give no assurance that any goal or plan or expectation set forth in forward-looking statements can be achieved and readers are cautioned not to place undue reliance on such statements. The forward-looking statements are made as of the date of this press release, and the Company does not intend, and assumes 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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Contact:

Analysts/Institutional Investors: Aldis Birkans, Chief Financial Officer, (720) 554-6640, ir@nationalbankholdings.com

Media: Jody Soper, Chief Marketing Officer, (303) 784-5925, Jody.Soper@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)

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NATIONAL BANK HOLDINGS CORPORATION

Consolidated Statements of Financial Condition (Unaudited)

(Dollars in thousands, except share and per share data)

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NATIONAL BANK HOLDINGS CORPORATION

Loan Portfolio

(Dollars in thousands)

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Period End Loan Balances by Type

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Loan Fundings⁽¹⁾

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NATIONAL BANK HOLDINGS CORPORATION

Summary of Net Interest Margin

(Dollars in thousands)

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