National Bank Holdings Corp-A美股招股说明书(2025-11-24版)

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT Dear Shareholders of Vista Bancshares, Inc.: On December19, 2025, a special meeting of the shareholders of Vista Bancshares, Inc. (“Vista”) willbe held virtually via the Internet to vote on a proposal to merge with National Bank Holdings Corporation(“NBHC”), a Delaware corporation and the parent company of NBH Bank. On September15, 2025, NBHC,Vista and Bryan Wick, solely in his capacity as the shareholders’ representative, entered into an Agreementand Plan of Merger (as amended from time to time, the “merger agreement”) that (i)provides for the mergerof Vista with and into NBHC, with NBHC as the surviving corporation (the “merger”) and (ii)contemplatesthat immediately following the merger, Vista Bank, a wholly owned subsidiary of Vista, will merge with andinto NBH Bank, a wholly owned subsidiary of NBHC, with NBH Bank as the surviving bank. If the merger is completed, each share of Vista common stock issued and outstanding immediately priorto the effective time of the merger will be converted into the right to receive $31.62 without interest (suchconsideration, the “cash merger consideration”) and 3.1161 shares (the “exchange ratio”) of common stock,par value $0.01 per share, of NBHC (the “NBHC common stock”) (such consideration, the “stockconsideration,” and together with the cash merger consideration, the “merger consideration”). Except with regard to a specified Vista restricted stock award, at the effective time, each unvestedaward of restricted shares of Vista common stock granted under a Vista stock plan that is outstandingimmediately prior to the effective time (a “Vista restricted stock award”) and granted prior to the date of themerger agreement will fully vest and be converted into the right to receive the merger consideration inrespect of each share of Vista common stock underlying such Vista restricted stock award, less applicabletax withholdings. The cash merger consideration is subject to an upward or downward adjustment based on Vista’stangible common equity (“tangible common equity”) as of the close of business on the last business day ofthe month immediately preceding the closing date (the “reference time”). Prior to the closing date, NBHCwill deliver to Vista a written estimate of tangible common equity as of the reference time, together withNBHC’s determination of any shortfall (the “estimated minimum tangible common equity deficit”) betweenthe tangible common equity and $246.7million (which amount will be increased by $2.8million per monthafter January2, 2026 until the closing occurs) (the “minimum tangible common equity”). On the closingdate, NBHC will deposit cash equal to the greater of (i)110% of the estimated minimum tangible commonequity deficit (if any) and (ii)$9.5million (the greater of (i)and (ii), the “consideration adjustment escrowamount”), which will be withheld from the cash merger consideration otherwise payable to the applicableholders of Vista common stock and Vista restricted stock awards and deposited into an escrow account. Following the closing date, the tangible common equity as of the reference time will be finallydetermined. If the difference between the tangible common equity as of the reference time and the minimumtangible common equity (the “consideration adjustment”) is a positive amount, the entire considerationadjustment escrow amount will be released to the applicable holders of Vista common stock and Vistarestricted stock awards and NBHC will promptly pay to the exchange agent (for distribution to theapplicable holders of Vista common stock and Vista restricted stock awards) an amount of cash equal tosuch positive amount. If the consideration adjustment is a negative amount, then an amount equal to thelesser of (i)the entire consideration adjustment escrow amount and (ii)the absolute value of such negativeamount will be released to NBHC. If the absolute value of such negative amount is less than theconsideration adjustment escrow amount, then the remaining amount of the consideration adjustment escrowamount will be released to the applicable holders of Vista common stock and Vista restricted stock awards. Based on the closing price of NBHC common stock on September15, 2025, the last trading day priorto the public announcement of the merger, and assuming no consideration adjustment, the mergerconsideration represented a value of $149.91 per share of Vista common stock. Based upon the closing priceof NBHC common stock on November 20, 2025, the last practicable trading day preceding the date of thisproxy statement/prospectus, and assuming no consideration adjustment, the merger considerationrepresented a value of $142.74 per share of Vista common stock. The dollar value of the stock considerationthat Vista shareholders may receive will change depending on fluctuations in the market price of NBHCcommon stock and will not be known at the time you vote on the merger.You can obtain current stockquotations for