SEC Form S-8 filed by National Bank Holdings Corporation

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NATIONAL BANK HOLDINGS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

7800 East Orchard Road, Suite 300

Greenwood Village, Colorado 80111

(Address of principal executive offices) (Zip Code)

Vista Bank Equity Incentive Plan

(Full title of the plan)

G. Timothy Laney

Chairman and Chief Executive Officer

National Bank Holdings Corporation

7800 East Orchard Road, Suite 300

Greenwood Village, Colorado 80111

(303) 892-8715

(Name, address and telephone number, including area code, of agent for service)

Copy To:

Mark F. Veblen

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

(212) 403-1000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Check one:

If an emerging growth company, indicate by check mark if the registrant has elected to use the extended transition period for complying with the new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ¨

EXPLANATORY NOTE

On January 7, 2026, National Bank Holdings Corporation (“NBHC” or the “Company”) completed its previously announced acquisition of Vista Bancshares, Inc. (“Vista”) contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 15, 2025, by and among NBHC, Vista and Bryan Wick, solely in his capacity as the shareholders’ representative, pursuant to which Vista merged with and into NBHC (the “Merger”), with NBHC continuing as the surviving corporation.

This Registration Statement is being filed by NBHC to register 95,396 shares of Class A common stock, par value $0.01 per share, of NBHC (“Common Stock”), which may be issuable upon the vesting or settlement of a portion of a restricted stock award granted to John D. Steinmetz under the Vista Bank Equity Incentive Plan (the “Vista Equity Plan”), which was assumed by NBHC and converted into a restricted stock award of NBHC pursuant to the Merger Agreement (the “Assumed Award”).

The Assumed Award is subject to the same terms and conditions that were applicable to the restricted stock award granted to Mr. Steinmetz under the Vista Equity Plan, except that (i) the Assumed Award relates to shares of Common Stock, (ii) the number of shares of Common Stock subject to the Assumed Award was the result of an adjustment based upon an exchange ratio pursuant to the Merger Agreement and (iii) the Assumed Award will vest in equal quarterly installments over the three-year period following the closing of the Merger, subject to Mr. Steinmetz’s continued employment with NBHC or one of its affiliates through the applicable vesting date.

Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction that results in an increase in the number of outstanding shares of Common Stock.

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing information specified in Part I will be delivered in accordance with Form S-8 and Rule 428(b)(1) under the Securities Act.  Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “Commission”), either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.  These documents, and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The following documents filed by the Company with the Commission are incorporated by reference in this Registration Statement:

All reports and other documents subsequently filed by the Company pursuant to Sections13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, including any exhibits included with such information that are related to such items) after the date of this Registration Statement, but prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Not applicable.

Not applicable.

Section 102(b)(7) of the Delaware General Corporation Law (“DGCL”) permits a corporation to provide in its certificate of incorporation that a director or certain officers of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (regarding, among other things, the payment of unlawful dividends or unlawful stock purchases or redemptions), or (iv) for any transaction from which the director derived an improper personal benefit. NBHC’s second amended and restated certificate of incorporation provides that, to the full extent that the DGCL permits the limitation or elimination of the liability of directors, a director will not be liable to the Company or its stockholders for monetary damages for conduct as a director.

Section 145(a) of the DGCL empowers a corporation to indemnify any director, officer, employee or agent, or former director, officer, employee or agent, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of such person’s service as a director, officer, employee or agent of the corporation, or such person’s service, at the corporation’s request, as a director, officer, employee or agent of another corporation or enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding; provided that such director or officer acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding; provided that such director or officer had no reasonable cause to believe his or her conduct was unlawful.

Section 145(b) of the DGCL empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit; provided that such director or officer acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such director or officer shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such director or officer is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Notwithstanding the preceding sentence, except as otherwise provided in NBHC’s bylaws, NBHC shall be required to indemnify any such person in connection with a proceeding (or part thereof) commenced by such person only if the commencement of such proceeding (or part thereof) by any such person was authorized by the board.

In addition, NBHC’s second amended and restated certificate of incorporation provides that NBHC must indemnify its directors and officers to the fullest extent authorized by law. NBHC is also expressly required to advance certain expenses to its directors and officers and carry directors’ and officers’ insurance providing indemnification for its directors and officers for some liabilities. NBHC believes that these indemnification provisions and the directors’ and officers’ insurance are useful to attract and retain qualified directors and executive officers.

NBHC has also entered into indemnification agreements with each of its directors and certain officers. The indemnification agreements provide, among other things, for indemnification to the fullest extent permitted by law and NBHC’s second amended and restated certificate of incorporation and bylaws against (i) any and all expenses and liabilities, including judgments, fines, penalties, interest and amounts paid in settlement of any claim with NBHC’s approval and counsel fees and disbursements, (ii) any liability pursuant to a loan guarantee, or otherwise, for any of NBHC’s indebtedness, and (iii) any liabilities incurred as a result of acting on behalf of NBHC (as a fiduciary or otherwise) in connection with an employee benefit plan. The indemnification agreements also provide for the advancement or payment of expenses to the indemnitee and for reimbursement to NBHC if it is found that such indemnitee is not entitled to such indemnification under applicable law and NBHC’s second amended and restated certificate of incorporation and bylaws. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling NBHC pursuant to the foregoing provisions, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Not Applicable.

The information required by this Item is set forth in the “Exhibits Index” that precedes the signature page of this Registration Statement and is incorporated herein by reference.

EXHIBIT INDEX

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwood Village, State of Colorado, on this 7th day of January, 2026.

POWER OF ATTORNEY

BE IT KNOWN BY THESE PRESENT: Each of the undersigned directors has made, constituted, and appointed, and does hereby make, constitute, and appoint G. Timothy Laney and Nicole Van Denabeele, and each of them, with full power to act without the other, such director’s true and lawful attorney-in-fact and agent, with full power of substitution, and resubstitution, in such director’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any registration statement permitted by Rule 462 under the Securities Act of 1933, and to file the same with the SEC, with full power and authority to perform and do any and all acts and things whatsoever that any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the matters described in this paragraph, as fully as such director might or could do if personally present and acting and as fully as NBHC might or could do by a properly authorized agent.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.