(Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934For the quarterly period ended June 30, 2026OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934For the transition period fromtoCommission File Number: 001-35654 NATIONAL BANK HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Delaware27-0563799 (State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.) 7800 East Orchard Road, Suite 300, Greenwood Village, Colorado 80111(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: Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file 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 period that theregistrant 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,” “smallerreporting 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 period forcomplying 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 Exchange Act).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 July 31, 2026, the registrant had outstanding 44,539,547 shares of ClassA voting common stock, each with $0.01 par value pershare, excluding 814,941 shares of restricted Class A common stock issued but not yet vested. Part I. Financial Information Item1.Financial Statements (Unaudited)6Consolidated Statements of Financial Condition as of June 30, 2026 and December 31,20256Consolidated Statements of Operations for the three and six months ended June 30, 2026and 20257Consolidated Statements of Comprehensive Income for the three and six months endedJune 30, 2026 and 20258Consolidated Statements of Changes in Shareholders’ Equity for the three and six monthsended June 30, 2026 and 20259Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and202510Notes to Consolidated Financial Statements11Item2.Management’s Discussion and Analysis of Financial Condition and Results ofOperations50Item3.Quantitative and Qualitative Disclosures About Market Risk82Item4.Controls and Procedures82Part II. Other InformationItem1.Legal Proceedings83Item1A. Risk Factors83Item2.Unregistered Sales of Equity Securities and Use of Proceeds83Item 5.Other Information83Item6.Exhibits85 GLOSSARY OF ACRONYMS, ABBREVIATIONS AND TERMS (1)Effective July 31, 2026, BOJHT changed its name to 2UniFi Bank.References to BOJHT throughout this report reflect thesubsidiary’s legal name during the reporting period ended June 30, 2026.References in future filings will be updated to reflectthe subsidiary’s new name, 2UniFi Bank. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of1995. 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 identifiedby 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,” and similar words or phrases. Forexample, our forward-looking statements include, without limitation, statements regarding our business plans,expectations or opportunities for growth; our anticipated financial performance, expenses, cash requirements andsources of liquidity; and our capital allocation strategies and plans. These sta