National Bank Holdings Corp acquisition of Vista Bancshares, Inc.

National Bank Holdings Corp completed its acquisition of Vista Bancshares, Inc. on 2026-01-07, according to the Form 8-K National Bank Holdings Corp filed with the SEC on 2026-01-07. The filing states a price of $9.5 million.

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What the filing says

Effective January 7, 2026 (the "Closing Date"), National Bank Holdings Corporation, a Delaware corporation ("NBHC"), completed its previously announced acquisition of Vista Bancshares, Inc., a Texas corporation ("Vista"), pursuant to the Agreement and Plan of Merger, dated as of September 15, 2025 (the "Merger Agreement"), by and among NBHC, Vista and Bryan Wick, solely in his capacity as the shareholders' representative (the "Shareholders' Representative").

The price, in the filing's words

Accordingly, on the Closing Date, $9,500,000 of cash was withheld from the Cash Consideration otherwise payable to the applicable holders of Vista Common Stock and Vista Restricted Stock Awards and will be held in an escrow account until the adjustment to the Cash Consideration is finally determined. 2 The foregoing description of the Transaction and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 and incorporated herein by reference.

More from the filing

Pursuant to the Merger Agreement, on the Closing Date, (i) Vista merged with and into NBHC, with NBHC continuing as the surviving corporation (the "Merger"), and (ii) immediately following the Merger, Vista Bank, a bank chartered under the laws of the State of Texas and a wholly owned subsidiary of Vista ("Vista Bank"), merged with and into NBH Bank, a bank chartered under the laws of the State of Colorado and a wholly owned subsidiary of NBHC ("NBH Bank"), with NBH Bank continuing as the surviving bank (collectively with the Merger, the "Transaction").

Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of the common stock, par value $1.00 per share, of Vista ("Vista Common Stock") issued and outstanding immediately prior to the Effective Time (other than treasury shares and shares held by Vista or NBHC (a) held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties and (b) held, directly or indirectly, in respect of debts previously contracted), was converted into the right to receive

Additionally, pursuant to the Merger Agreement, at the Effective Time, (i) each outstanding award of Vista restricted stock (a "Vista Restricted Stock Award") other than the Specified Vista Restricted Stock Award (as defined below) was fully vested and converted into the Merger Consideration in respect of each share of Vista Common Stock underlying such Vista Restricted Stock Award, less applicable tax withholdings; (ii) each outstanding and unexercised option granted by Vista to purchase shares of Vista Common Stock (a "Vista Stock Option"), whether or not vested, was converted into an amount

Quoted from National Bank Holdings Corp's Form 8-K.

This is the only completed acquisition National Bank Holdings Corp reported under Item 2.01 in the last twelve months.

Where this comes from

A public company must file a current report on Form 8-K with the SEC within four business days of completing a significant acquisition or disposition of assets, under Item 2.01 of the report. The acquired company sometimes files one too, when the deal makes it a subsidiary of the buyer.

Every fact on this page is taken from one of those filings and linked to it: which company acquired which, the date the filing gives for completion, and the price when the filing states one in dollars, shown next to the sentence that states it. A filing states what was bought and on what terms; it rarely states why, and neither does this page.

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