UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35654 NATIONAL BANK HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) (State or other jurisdictio ...

DENVER, Oct. 29, 2025 (GLOBE NEWSWIRE) -- National Bank Holdings Corporation (NYSE: NBHC) announced today that its Board of Directors declared a quarterly cash dividend to shareholders. The cash dividend will increase 3.3% from thirty cents ($0.30) to thirty-one cents ($0.31) per share of NBHC common stock. The dividend will be payable on December 15, 2025 to shareholders of record at the close of business on November 28, 2025. “We are pleased to announce another increase to our quarterly dividend, reinforc ...

Financial Data and Key Metrics Changes - The company reported net income of $35.3 million or $0.92 of earnings per diluted share for the third quarter, with adjusted net income increasing 30% annualized over the prior quarter to $36.6 million or $0.96 per diluted share [8][9] - The return on tangible common equity was 14.72%, and the adjusted return on average tangible common equity was 14.7% [5][9] - The fully taxable equivalent net interest margin expanded three basis points during the third quarter to 3.98%, with an annualized growth of 11 basis points compared to the same quarter last year [10][9] Business Line Data and Key Metrics Changes - Loan fundings for the quarter totaled $421 million, bringing total year-to-date loan fundings to $1 billion, with quarterly loan fundings increasing each quarter of 2023 [9][14] - Non-interest income for the third quarter totaled $20.7 million, which is 21% higher than the second quarter and 13% higher than the third quarter of last year [11] - Non-interest expense totaled $67.2 million, including $1.7 million of acquisition expenses and $6.2 million of 2UniFi expenses [12] Market Data and Key Metrics Changes - Total deposits ended the quarter $202 million higher than the prior quarter, with average deposits holding steady at $8.2 billion [11] - The cost of deposits totaled 2.08%, and the total cost of funds was 2.1% [11] - Credit quality improved with a 20% reduction in non-performing loans, now standing at $27 million, and the non-performing loan ratio improved to 36 basis points [10][11] Company Strategy and Development Direction - The company announced a merger with Vista Bancshares, which is expected to close in the first quarter, and management is optimistic about the strategic value of this transaction [6][14] - The company is focused on maintaining pricing discipline and managing loan and deposit pricing to achieve solid margin expansion [9][10] - The launch of 2UniFi is seen as a significant step forward, with plans to provide revenue guidance in the next quarterly earnings call [12][17] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the quality of new loan production and the strength of new relationships despite headwinds from loan payoffs in the commercial real estate (CRE) portfolio [5][6] - The company anticipates a strong fourth quarter with positive credit quality trends and additional productivity initiatives in place [6][9] - Management noted the competitive landscape in private credit, particularly in the CRE sector, and emphasized the importance of maintaining a disciplined approach to lending [35][56] Other Important Information - The company repurchased 240,000 shares during the quarter, totaling $8.9 million, with a tangible book value per share growing 12% annualized to $27.45 [13] - The company holds $18 million of marks against its acquired loan portfolio, which adds additional loan loss coverage [10] Q&A Session Summary Question: Can you elaborate on the margin and expected impact of rate cuts? - Management indicated that the third quarter's margin was positively impacted by interest and fees recovered, and they are prepared to adjust deposit rates in line with potential Fed rate cuts [22][24] Question: What is the outlook for loan growth given recent paydowns? - Management clarified that the reduction in loan volume was primarily due to heavy payoffs rather than directive paydowns, and they are optimistic about the loan pipeline for the fourth quarter [35][37] Question: How much 2UniFi expenses were incurred in Q3 and what is expected for Q4? - The company incurred $6.2 million in 2UniFi expenses in Q3, with expectations of $7 million-$9 million in Q4 due to increased marketing and variable costs [39][41] Question: What are the opportunities from the Vista acquisition? - Management expressed excitement about the caliber of leadership from Vista and the potential for growth in treasury management and wealth services, emphasizing the integration of best practices [64][66]

Financial Data and Key Metrics Changes - The company reported net income of $35.3 million or $0.92 of earnings per diluted share for the third quarter, with adjusted net income increasing 30% annualized over the prior quarter to $36.6 million or $0.96 per diluted share [8][9] - The return on tangible common equity was 14.72%, and the adjusted return on average tangible common equity was 14.7% [5][9] - The fully taxable equivalent net interest margin expanded three basis points during the third quarter to 3.98%, with an annualized growth of 11 basis points compared to the same quarter last year [10] Business Line Data and Key Metrics Changes - Loan fundings for the quarter totaled $421 million, bringing total year-to-date loan fundings to $1 billion, with quarterly loan fundings increasing each quarter of 2023 [9][19] - Non-interest income for the third quarter totaled $20.7 million, which is 21% higher than the second quarter and 13% higher than the third quarter of last year [11] - Non-interest expense totaled $67.2 million, including $1.7 million of acquisition expenses and $6.2 million of 2Unify expenses [12] Market Data and Key Metrics Changes - Total deposits increased by $202 million compared to the prior quarter, with average deposits holding steady at $8.2 billion [11] - The cost of deposits was 2.08%, and the total cost of funds was 2.1% [11] - Credit quality improved with a 20% reduction in non-performing loans, now standing at $27 million, and the non-performing loan ratio improved to 36 basis points [10][11] Company Strategy and Development Direction - The company announced a merger with Vista Bankshares, expected to close in the first quarter, which is anticipated to enhance the company's market position and capabilities [6][8] - The company is focused on maintaining pricing discipline and managing loan and deposit pricing to achieve solid margin expansion [9][10] - The launch of 2Unify is seen as a strategic initiative, with plans to provide revenue guidance in the next quarterly earnings call [12] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about new loan production and the quality of new relationships, despite headwinds from payoffs in the commercial real estate portfolio [5][6] - The company expects to maintain a mid-three nines net interest margin for the remainder of 2023, not accounting for future Fed interest rate changes [10] - Management highlighted the importance of proactive measures to resolve problem loans, resulting in net recoveries during the quarter [10] Other Important Information - The company repurchased 240,000 shares during the quarter, totaling $8.9 million, with a total of 359,000 shares repurchased year-to-date [13] - The tangible book value per share grew 12% annualized to $27.45 [13] - The company continues to hold $18 million of marks against its acquired loan portfolio, providing additional loan loss coverage [10] Q&A Session Summary Question: Can you elaborate on the margin and expected impacts of rate cuts? - Management indicated that the third quarter's margin was positively impacted by interest and fees recovered, and they are prepared to adjust deposit rates in line with potential Fed rate cuts [23][25] Question: What are the expectations for 2Unify expenses moving forward? - Management expects 2Unify expenses to be in the range of $7 million to $9 million for Q4, accounting for increased marketing and variable costs [41] Question: How is the company positioned regarding loan growth and paydowns? - Management clarified that the reduction in loan volume was due to heavy payoffs rather than directive paydowns, and they are optimistic about the loan pipeline for Q4 [35][37] Question: What are the company's thoughts on private credit competition? - Management noted that competition from private credit is primarily seen in the commercial real estate sector, with pricing and credit terms being challenging [55] Question: What opportunities does the Vista acquisition present? - Management expressed excitement about the caliber of leadership from Vista Bankshares and the potential for growth in treasury management and wealth services [64][68]

Financial Data and Key Metrics Changes - The company reported net income of $35.3 million or $0.92 of earnings per diluted share for the third quarter, with adjusted net income increasing 30% annualized over the prior quarter to $36.6 million or $0.96 per diluted share [6][7] - The return on tangible common equity was 14.72%, achieved while maintaining a high level of capital [4] - The fully taxable equivalent net interest margin expanded three basis points during the third quarter to 3.98%, with an annualized growth of 11 basis points compared to the same quarter last year [9] Business Line Data and Key Metrics Changes - Loan fundings for the quarter totaled $421 million, bringing total year-to-date loan fundings to $1 billion, with quarterly loan fundings increasing each quarter of 2023 [7][8] - Non-interest income for the third quarter totaled $20.7 million, which is 21% higher than the second quarter and 13% higher than the third quarter of last year [10] - Non-interest expense totaled $67.2 million, including $1.7 million of acquisition expenses and $6.2 million of 2Unify expenses [11] Market Data and Key Metrics Changes - Total deposits ended the quarter $202 million higher than the prior quarter, with average deposits holding steady at $8.2 billion [10] - The cost of deposits totaled 2.08%, while the total cost of funds was 2.1% [10] Company Strategy and Development Direction - The company announced a merger with Vista Bankshares, which is expected to close in the first quarter, and management is optimistic about the strategic value of this transaction [5][13] - The company is focused on maintaining pricing discipline, which has resulted in solid margin expansion [8] - The launch of 2Unify is seen as a significant step forward, with plans to provide revenue guidance in the next quarterly earnings call [11][17] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the quality of new loan production and the strength of new relationships, despite headwinds from loan payoffs in the commercial real estate (CRE) portfolio [4][5] - Credit quality improved during the quarter, with a 20% reduction in non-performing loans [9] - Management is prepared to adjust deposit rates in response to potential Fed rate cuts, indicating a proactive approach to managing interest margins [22][23] Other Important Information - The company ended the quarter with a strong tangible common equity (TCE) ratio of 10.6% and a common equity Tier 1 ratio of 14.7% [12] - The tangible book value per share grew 12% annualized to $27.45 [12] Q&A Session Summary Question: Can you elaborate on the margin and expected impacts of rate cuts? - Management indicated that the third quarter's margin was positively impacted by recoveries and that they are prepared to adjust deposit rates in line with Fed actions [21][22] Question: What are the expectations for loan growth in Q4? - Management noted that the reduction in loan volume was not driven by directive paydowns and expressed optimism about the loan pipeline for Q4 [32][34] Question: How much are 2Unify expenses expected to be in Q4? - Expected 2Unify expenses for Q4 are in the range of $7 million to $9 million, accounting for increased marketing and variable costs [37] Question: What are the opportunities from the Vista acquisition? - Management highlighted the potential for growth in treasury management and wealth management services, leveraging the strengths of both organizations [55][56]

Financial Data and Key Metrics Changes - The company reported net income of $35.3 million or $0.92 earnings per diluted share, with an adjusted net income of $36.6 million or $0.96 earnings per diluted share, reflecting a 30% annualized increase over the prior quarter [8][9] - Return on tangible common equity was 14.72%, achieved while maintaining a high level of capital [6][9] - Fully taxable equivalent net interest margin expanded three basis points to 3.98%, with an 11 basis points increase year-over-year [10][11] - Non-interest income totaled $20.7 million, a 21% increase from the previous quarter and a 13% increase year-over-year [12] Business Line Data and Key Metrics Changes - Loan fundings for the quarter reached $421 million, bringing year-to-date total loan fundings to $1 billion [9][20] - Commercial Banking, particularly in the C&I portfolio, saw an annualized growth rate of 8.7% [15] - Non-performing loans decreased by 20%, now standing at $27 million, with a non-performing loan ratio improving to 36 basis points [10][11] Market Data and Key Metrics Changes - Total deposits increased by $2 million from the prior quarter, with average deposits steady at $8.2 billion [11] - The cost of deposits was 2.08%, and the total cost of funds was 2.1% [11] Company Strategy and Development Direction - The company announced a merger with Vista Bancshares, expected to close in the first quarter, which is anticipated to enhance market share and operational capabilities [7][15] - The company is focused on maintaining pricing discipline and managing loan and deposit pricing effectively [10][20] - Plans to leverage the strengths of Vista in treasury management and wealth management to enhance service offerings [64] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the loan pipeline and credit quality trends, indicating a strong outlook for the fourth quarter [7][15] - The company is prepared to adjust deposit rates in response to potential Fed rate cuts, aiming to maintain net interest margins [26][27] - Management highlighted the competitive landscape, particularly from private credit in the commercial real estate sector, but remains confident in their positioning [38][54] Other Important Information - The company incurred approximately $1.7 million in acquisition-related expenses during the quarter [8][12] - Non-interest expense totaled $67.2 million, including $6.2 million related to the launch of 2Unify [12][13] - The tangible book value per share grew 12% annualized to $27.45 [14] Q&A Session Summary Question: Can you elaborate on the margin guidance and expected impacts from rate cuts? - Management indicated that the third quarter's margin was positively impacted by recoveries and expressed confidence in maintaining a mid-3.9% margin despite potential rate cuts [25][26] Question: What are the expectations for expenses related to 2Unify? - Management confirmed that the increase in 2Unify expenses was expected and will continue to invest in marketing and variable costs as client onboarding progresses [28][29] Question: How is the company positioned regarding loan growth and paydowns? - Management clarified that the reduction in loan volume was primarily due to heavy payoffs rather than directive paydowns, and expressed optimism about returning to growth in the fourth quarter [37][39] Question: What are the company's thoughts on private credit competition? - Management noted that competition from private credit is primarily seen in the commercial real estate sector, but they are confident in their ability to compete effectively [54] Question: What are the plans for capital deployment and buybacks? - Management confirmed that they have $35-36 million remaining in buyback authorization and will be opportunistic in capital deployment while considering potential M&A opportunities [56]

Financial Performance - Net income for Q3 2025 increased to $35.3 million, or $0.92 per diluted share, compared to $34.0 million in Q2 2025[1] - Net income for Q3 2025 reached $35,285,000, up from $34,022,000 in Q2 2025, marking an increase of about 3.7%[34] - Adjusted net income (non-GAAP) for Q3 2025 was $36,621,000, compared to $34,022,000 in Q2 2025 and $33,105,000 in Q3 2024, reflecting a year-over-year increase of 7.6%[55] - Earnings per share (EPS) for Q3 2025 was $0.92, compared to $0.89 in Q2 2025, reflecting a growth of approximately 3.4%[34] - Adjusted earnings per share (diluted, non-GAAP) for Q3 2025 was $0.96, up from $0.88 in Q2 2025 and $0.86 in Q3 2024, reflecting a year-over-year increase of 11.6%[55] Income and Expenses - Non-interest income increased by $3.6 million, or 21.2%, to $20.7 million in Q3 2025[10] - Non-interest income totaled $20,691,000 in Q3 2025, an increase from $17,066,000 in Q2 2025, representing a growth of about 21.5%[34] - Total non-interest expense for Q3 2025 was $67,246,000, compared to $62,931,000 in Q2 2025, showing an increase of approximately 6.5%[34] - Non-interest expense totaled $67.2 million, including $1.7 million of acquisition-related expenses[11] - The efficiency ratio for Q3 2025 was 61.76%, compared to 60.24% in Q2 2025 and 60.51% in Q3 2024, showing a slight decline in efficiency[54] Loans and Deposits - Loans totaled $7.4 billion with quarterly fundings of $421.2 million, led by commercial loans of $288.0 million[7] - Total loan fundings for Q3 2025 reached $421,200 thousand, a significant increase of 30.5% compared to $322,667 thousand in Q2 2025[38] - Average total deposits remained stable at $8.2 billion, with a loan to deposit ratio of 87.7%[9] - Total deposits rose to $8,471,680 thousand, an increase of 2.4% from $8,269,484 thousand in the prior quarter[36] - The loan to deposit ratio at the end of the period was 87.70% as of September 30, 2025, down from 90.54% as of June 30, 2025, and 90.79% as of September 30, 2024[47] Capital and Ratios - The return on average tangible common equity was 14.72%, adjusted for acquisition-related expenses, with a net interest margin of 3.98%[3] - Common equity tier 1 capital ratio stood at 14.69%, indicating strong capital growth[14] - The Tier 1 risk-based capital ratio remained strong at 14.69%, unchanged from the previous quarter, demonstrating solid capital adequacy[36] - Average equity to average assets ratio improved to 13.94% from 13.62% in the previous quarter, indicating stronger capital efficiency[36] Asset Quality - The company recorded a provision release of $1.5 million, with non-performing loans improving to 0.36% of total loans[8] - The provision for credit losses showed a release of $1,500,000 in Q3 2025, compared to no provision in Q2 2025, indicating improved credit quality[34] - Non-performing loans were $26,715 thousand as of September 30, 2025, down from $33,336 thousand as of June 30, 2025, and up from $23,545 thousand as of September 30, 2024[46] - The ratio of non-performing loans to total loans was 0.36% as of September 30, 2025, compared to 0.45% as of June 30, 2025, and 0.31% as of September 30, 2024[46] Strategic Initiatives - The company announced a strategic acquisition of Vista Bancshares valued at approximately $365.4 million, expected to close in Q1 2026[4]

Core Insights - National Bank Holdings Corporation (NBHC) reported a net income of $35.3 million for Q3 2025, an increase from $34.0 million in Q2 2025, with diluted earnings per share rising to $0.92 from $0.88 [1][5] - The company announced a strategic acquisition of Vista Bancshares, valued at approximately $365.4 million, expected to close in Q1 2026 [4][3] Financial Performance - Net income for the first nine months of 2025 reached $93.5 million, up from $90.6 million in the same period of 2024, with diluted earnings per share increasing to $2.43 from $2.36 [15] - The return on average tangible common equity was reported at 14.72%, adjusted for acquisition-related expenses, while the return on average tangible assets was 1.60% [3][5] - Fully taxable equivalent net interest income increased to $90.2 million in Q3 2025, with a net interest margin of 3.98% [6][1] Loan and Deposit Metrics - Total loans amounted to $7.4 billion as of September 30, 2025, with quarterly loan fundings of $421.2 million, primarily driven by commercial loans [7][34] - Average total deposits remained stable at $8.2 billion, with a loan-to-deposit ratio of 87.7% [9][18] Asset Quality - The company recorded a provision release of $1.5 million, with non-performing loans improving to 0.36% of total loans [8][17] - The allowance for credit losses as a percentage of loans was consistent at 1.19% [8][17] Non-Interest Income and Expenses - Non-interest income increased by 21.2% to $20.7 million in Q3 2025, driven by unrealized gains on partnership investments [10][19] - Non-interest expenses totaled $67.2 million, including $1.7 million in acquisition-related costs, reflecting an increase from $62.9 million in Q2 2025 [11][20] Capital and Shareholder Returns - The Common Equity Tier 1 capital ratio stood at 14.69%, with shareholders' equity increasing to $1.4 billion [13][30] - Common book value per share rose to $36.36, while tangible common book value per share increased to $27.45 [14][30]

Company Overview - National Bank Holdings (NBHC) is located in Greenwood Village and operates in the Finance sector, with a year-to-date share price change of -17.3% [3] - The company currently pays a dividend of $0.30 per share, resulting in a dividend yield of 3.37%, which is higher than the Banks - Southeast industry's yield of 2.41% and the S&P 500's yield of 1.52% [3] Dividend Performance - The current annualized dividend of $1.20 represents a 7.1% increase from the previous year [4] - Over the past five years, NBHC has increased its dividend five times, achieving an average annual increase of 8.98% [4] - The company's current payout ratio is 37%, indicating that it pays out 37% of its trailing 12-month earnings per share as dividends [4] Earnings Outlook - NBHC is expected to see earnings growth this fiscal year, with the Zacks Consensus Estimate for 2025 at $3.30 per share, reflecting a year-over-year growth rate of 2.48% [5] Investment Appeal - NBHC is considered an attractive dividend play and a compelling investment opportunity, currently holding a Zacks Rank of 1 (Strong Buy) [6]

Core Insights - National Bank Holdings Corporation (NBHC) is set to report its third quarter financial results on October 21, 2025, after market close [1] - A conference call to discuss the results will take place on October 22, 2025, at 11:00 a.m. Eastern Time [1] - The call will cover company developments, forward-looking statements, and other material business and financial information [1] Company Overview - National Bank Holdings Corporation is a bank holding company focused on building a leading community bank franchise with high-quality client service [2] - The company operates through its subsidiaries, NBH Bank and Bank of Jackson Hole Trust, with over 85 banking centers across several states including Colorado, Kansas, Utah, Wyoming, Texas, New Mexico, and Idaho [2] - NBH Bank operates under various brand names in different states, including Community Banks of Colorado, Bank Midwest, Hillcrest Bank, and Bank of Jackson Hole [2]