NBHC to acquire Vista Bancshares: $31.62 cash + 3.1161 NBHC shares per share

National Bank Holdings Corp

Consideration per Vista share: $31.62 cash plus 3.1161 NBHC shares; exchange ratio adjustable if NYSE vote required.
Deal expected to close no earlier than January 2, 2026, subject to regulatory approvals and other conditions.
Tangible common equity adjustment: minimum tangible equity target of $246.7M (increasing $2.8M/month after Jan 2, 2026) drives cash escrow.
All Vista stock options and restricted stock awards will be converted into cash and/or NBHC shares at closing.
Merger agreement unanimously approved by both boards; includes customary representations, warranties, and conditions.

item 1.01item 5.02item 9.01

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