Sec Form 3 Filing - Kramer Valerie D. @ National Bank Holdings Corp - 2024-05-01

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Kramer Valerie D. 2. Issuer Name and Ticker or Trading Symbol National Bank Holdings Corp [ NBHC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Digital Officer (Last) (First) (Middle) 7800 EAST ORCHARD ROAD, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 05/01/2024 (Street) GREENWOOD VILLAGE, CO80111 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10,398 ( 1 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (Right to Buy) $ 32.65 ( 2 ) 03/01/2028 Common Stock 678 D Employee Stock Option (Right to Buy) $ 34.9 ( 3 ) 11/07/2028 Common Stock 597 D Employee Stock Option (Right to Buy) $ 34.08 ( 4 ) 04/01/2029 Common Stock 953 D Employee Stock Option (Right to Buy) $ 35.51 ( 5 ) 11/06/2029 Common Stock 1,205 D Employee Stock Option (Right to Buy) $ 23.1 ( 6 ) 04/01/2030 Common Stock 725 D Employee Stock Option (Right to Buy) $ 40.16 ( 7 ) 04/01/2031 Common Stock 552 D Employee Stock Option (Right to Buy) $ 40.83 ( 8 ) 04/01/2032 Common Stock 2,439 D Employee Stock Option (Right to Buy) $ 33.46 ( 9 ) 04/01/2033 Common Stock 3,329 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kramer Valerie D. 7800 EAST ORCHARD ROAD SUITE 300 GREENWOOD VILLAGE, CO80111 Chief Digital Officer Signatures Angela N. Petrucci as Attorney-in-Fact 05/10/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Total includes 323 shares of unvested restricted stock granted under the NBHC 2014 Omnibus Incentive Plan, which are scheduled to vest on April 28, 2025. Total also includes 2,954 shares of unvested restricted stock granted under the NBHC 2023 Omnibus Incentive Plan, which are scheduled to vest as follows: (i) 1,134 will vest on April 28, 2025; (ii) 1,134 will vest on April 28, 2026; and (iii) 686 will vest on April 28, 2027. Vesting of shares under all restricted stock awards is contingent upon continued employment. ( 2 )Granted under the NBHC 2014 Omnibus Incentive Plan. Stock option award is time vesting, with the first installment having vested on April 28, 2019, the second installment having vested on April 28, 2020, and the third installment having vested on April 28, 2021. ( 3 )Granted under the NBHC 2014 Omnibus Incentive Plan. Stock option award is time vesting, with the first installment having vested on October 1, 2019, the second installment having vested on October 1, 2020, and the third installment having vested on October 1, 2021. ( 4 )Granted under the NBHC 2014 Omnibus Incentive Plan. Stock option award is time vesting, with the first installment having vested on April 28, 2020, the second installment having vested on April 28, 2021, and the third installment having vested on April 28, 2022. ( 5 )Granted under the NBHC 2014 Omnibus Incentive Plan. Stock option award is time vesting, with the first installment having vested on October 1, 2020, the second installment having vested on October 1, 2021, and the third installment having vested on October 1, 2022. ( 6 )Granted under the NBHC 2014 Omnibus Incentive Plan. Stock option award is time vesting and represents the third installment of the applicable stock option award, which vested on April 28, 2023. ( 7 )Granted under the NBHC 2014 Omnibus Incentive Plan. Stock option award is time vesting and represents the first and second installments of the applicable stock option award, which vested on April 28, 2022 and April 28, 2023, respectively. ( 8 )Granted under the NBHC 2014 Omnibus Incentive Plan. Stock option award is time vesting, with the first installment having vested on April 28, 2023, the second installment having vested on April 28, 2024, and the third installment vesting on April 28, 2025. ( 9 )Granted under the NBHC 2023 Omnibus Incentive Plan. Stock option award is time vesting, with the first installment having vested on April 28, 2024, the second installment vesting on April 28, 2025, and the third installment vesting on April 28, 2026.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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