Form 8-K

8-K — National Bank Holdings Corp

Accession: 0001104659-26-119174

Filed: 2026-10-27

Period: 2026-10-27

CIK: 0001475841

SIC: 6021 (NATIONAL COMMERCIAL BANKS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — nbhc-20261027x8k.htm (Primary)

EX-99.1 (nbhc-ex99d1.htm)

GRAPHIC (nbhc-ex99d1001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: nbhc-20261027x8k.htm · Sequence: 1

NATIONAL BANK HOLDINGS CORP_October 27, 2026

0001475841false00014758412026-10-272026-10-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): October 27, 2026

NATIONAL BANK HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-35654

27-0563799

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

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

(Address of principal executive offices) (Zip Code)

303-892-8715

(Registrant’s telephone, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

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):

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

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

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

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

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

Title of each class:

Trading Symbol

Name of each exchange on which registered:

Class A Common Stock, Par Value $0.01

NBHC

NYSE

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).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Press release dated October 27, 2026

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.

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

EX-99.1

Filename: nbhc-ex99d1.htm · Sequence: 2

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

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.

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

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

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

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.

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

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,

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

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

0.30

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.

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

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

—

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

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.

NATIONAL BANK HOLDINGS CORPORATION

Loan Portfolio

(Dollars in thousands)

Period End Loan Balances by Type

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

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.

NATIONAL BANK HOLDINGS CORPORATION

Summary of Net Interest Margin

(Dollars in thousands)

For the three months ended

September 30, 2026

June 30, 2026

September 30, 2025

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.

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

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.

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

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%

0.52%

Loans 30-89 days past due and still accruing interest

14,010

17,169

14,288

Asset Quality Data

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%

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,

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)

(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.

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)%

(3.01)%

(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

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,

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.

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,

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)

(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)

(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,

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

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Document and Entity Information

Oct. 27, 2026

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