Item 8.01. Other Events.

On May 9, 2023, the Board of Directors of National Bank Holdings Corporation (the "Company") approved a cash dividend to shareholders. The quarterly cash dividend of twenty-six cents ($0.26) per share of common stock will be payable on June 15, 2023 to shareholders of record at the close of business on May 26, 2023.

Additionally, on May 9, 2023, the Company's Board of Directors authorized an increase to its repurchase authority of up to $50.0 million of the Company's common stock from time to time either in the open market or in privately negotiated transactions in accordance with applicable regulations of the Securities and Exchange Commission. The Company has repurchased $36.4 million of its previously authorized $75.0 million stock repurchase program announced in February 2021. The new program of $50.0 million replaces this previously authorized program in its entirety.

As of the close of business on May 5, 2023, the Company had outstanding 37,710,702 shares of Class A Common Stock, excluding 195,287 shares of restricted Class A common stock issued but not yet vested.

The press release issued by the Company in connection with the dividend and stock repurchase program is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 8.01 by reference.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits
Exhibit No.    Description of Exhibit

    99.1         Press Release, dated May 9, 2023

    104        Cover Page Interactive Data File - The cover page XBRL tags are
               embedded within the inline XBRL document.


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