National Bank Holdings Corp-A 2025年季度报告

FORM10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934For the quarterly period endedMarch 31, 2025OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934For the transition period fromtoCommission File Number:001-35654 NATIONAL BANK HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) 27-0563799 Delaware (State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.) 7800 East Orchard Road, Suite 300,Greenwood Village,Colorado80111(Address of principal executive offices) (Zip Code) Registrant’s telephone, including area code: (303)892-8715 Securities registered pursuant to Section 12(b) of the Act: Trading Symbol Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required tofile such reports), and (2)has been subject to such filing requirements for the past 90 days.Yes⌧No◻ Indicate by check mark whether the registrant has submitted electronically every interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter periodthat the registrant was required to submit such files).Yes⌧No◻ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth 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: Largeacceleratedfiler⌧Acceleratedfiler◻Non-accelerated filer◻Smallerreportingcompany☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.◻ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct).Yes☐No☒ APPLICABLE ONLY TO CORPORATE ISSUERS:Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of April 25, 2025, the registrant had outstanding38,094,318shares of ClassA voting common stock, each with $0.01 parvalue per share, excluding 409,528 shares of restricted Class A common stock issued but not yet vested. Item1.Financial Statements (Unaudited)6Consolidated Statements of Financial Condition as of March 31, 2025 and December31, 20246Consolidated Statements of Operations for the three months ended March 31, 2025and 20247Consolidated Statements of Comprehensive Income for the three months endedMarch 31, 2025 and 20248Consolidated Statements of Changes in Shareholders’ Equity for the three monthsended March 31, 2025 and 20249Consolidated Statements of Cash Flows for the three months ended March 31, 2025and 202410Notes to Consolidated Financial Statements11Item2.Management’s Discussion and Analysis of Financial Condition and Results ofOperations45Item3.Quantitative and Qualitative Disclosures About Market Risk72Item4.Controls and Procedures72Part II. Other InformationItem1.Legal Proceedings73Item1A.Risk Factors73Item2.Unregistered Sales of Equity Securities and Use of Proceeds73Item 5.Other Information73Item6.Exhibits74 GLOSSARY OF ACRONYMS, ABBREVIATIONS AND TERMS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This report contains forward-looking statements within the meaning of the Private Securities Litigation ReformAct 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 aregenerally identified by words such as “anticipate,” “believe,” “can,” “would,” “should,” “could,” “may,”“predict,” “seek,” “potential,” “will,” “estimate,” “target,” “plan,” “project,” “continuing,” “ongoing,” “expect,”“intend,” “goal,” “focus,” “maintains,” “future,” “ultimately, ” “likely,” “ensure,” “strategy,” “objective,” andsimilar 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 andprojections about future events and financial trends that we believe may affect our financial condition, liquidity,results of operations, business strategy and growth prospects. Forward-looking statements involve certain important risks, uncertainties and other factors, any of which couldcause actual results to differ materially from those in such statements and, therefore, you are cautioned not toplace undue reliance on such state