Page 1

Table of Contents ☑ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON , D.C. 20549 FORM 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number : 001-35654 NATIONAL BANK HOLDINGS CORPORATION ( Exact name of registrant as specified in its charter ) Delaware ( State or other jurisdiction of incorporation or organization ) Title of each class Class A Common Stock , Par Value $ 0.01 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 : Trading Symbol NBHC Securities registered pursuant to section 12 ( g ) of the Act : None 27-0563799 ( I.R.S. Employer Identification No. ) Name of each exchange on which registered New York Stock Exchange Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes ☑No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes ☐ No ☑ Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange 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 submitted pursuant to Rule 405 of Regulation S - T ( $ 232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that 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 smaller reporting company , or an emerging growth company . See definitions of " large accelerated filer " , " accelerated filer " , " smaller reporting company " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . ( Check one ) Large accelerated filer Non - accelerated filer ☑ ☐ Accelerated filer Smaller reporting company 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 . ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . ☑ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S - K ( § 229.405 of this chapter ) is not contained herein , and will not be contained , to the best of registrant's knowledge , in definitive proxy or information statements incorporated by reference in Part III of this Form 10 - K or any amendment to this Form 10 - K . ☑ Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes ☐ No ☑ As of June 30 , 2020 , the aggregate market value of the registrant's common stock held by non - affiliates of the registrant was approximately $ 796,000,000 based on the closing sale price as reported on the New York Stock Exchange . 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 February 22 , 2021 , NBHC had outstanding 30,642,692 shares of Class A voting common stock with $ 0.01 par value per share , excluding 165,940 shares of restricted Class A common stock issued but not yet vested . DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's definitive proxy statement for its 2021 Annual Meeting of Shareholders to be filed within 120 days of December 31 , 2020 will be incorporated by reference into Part III of this Form 10 - K .