National Bank Holdings Corporation · NYSE:NBHC
National Bank — Merger or Acquisition (September 2025)
13 slides from National Bank's merger presentation, Sep 15, 2025
Slide 1: NBHC to Acquire Vista Bancshares, Inc.
NBHC to Acquire Vista Bancshares, Inc. Strategic Expansion in High-Growth Texas Markets September 15th, 2025
Slide 2: Forward-Looking Statements
Forward-Looking Statements Cautionary Note Regarding Forward-Looking Statements This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 related to, among other things, NBHC’s strategy, plans, beliefs, goals, intentions, and
Slide 3: About Non-GAAP Financial Measures
About Non-GAAP Financial Measures 3 Certain of the financial measures and ratios we present, including “tangible book value”, “tangible book value per share”, "return on average tangible common equity", "tangible common equity", and "tangible assets" metrics, are supplemental measures that are not r
Slide 4: Pricing Structure, Leadership and Branding, Timing and Approvals
4 Pricing Structure Leadership and Branding Timing and Approvals • $369mm Deal Value (1) • Price / TBVPS: 1.52x • Deal Value / ‘26E Net Income: 11.0x (2) • Deal Value / ‘26E Net Income + Cost Savings: 7.6x (2)(3) • Each common share of Vista Bancshares, Inc. to be exchanged for 3.1161x shares of NBH
Slide 5: Creating a Premier Western Franchise
5 Creating a Premier Western Franchise • Enhances NBHC’s financial performance and growth profile • Expect strong EPS accretion of ~17%, 20%+ IRR, and earnback ~3 years • Leverages NBHC’s access to capital and expected to improve 2026 ROATCE 350bps+ • Significant revenue synergy opportunities (none
Slide 6: Vista at a Glance: Ideal Partner to Strengthen Growth in Texas
$952 $1,190 $1,553 $1,945 $1,858 '21 FY '22 FY '23 FY '24 FY '25 YTD $18.4 $22.0 $28.2 $25.5 $31.6 '21 FY '22 FY '23 FY '24 FY '25 YTD 6 Vista at a Glance: Ideal Partner to Strengthen Growth in Texas • Founded in 1912 in Ralls, TX • One of Texas’ fastest-growing banks • Management team with deep tie
Slide 7: Adding Scale in High-Growth Texas Markets
Headquartered in Dallas, TX MSA Adding Scale in High-Growth Texas Markets Notable Texas Employers 7 ‘25 – ‘30E Median HHI Growth (4) ‘25 – ‘30E Population Growth (4) 8.8% 10.1% 10.2% National Average Texas (State) Dallas (MSA) 2.4% 5.6% 7.1% National Average Texas (State) Dallas (MSA) Texas Market H
Slide 8: Pro Forma Loan and Deposit Composition
Construction 4% Residential R.E. 17% Multifamily 4% OO CRE 16% Non-OO CRE 15% C&I 44% Demand 26% IB Transaction 15% MMDA & Savings 46% Time 13% 8 Pro Forma (1) Loans as of 6/30/2025 Deposits as of 6/30/2025 $7.5bn $8.3bn Construction 17% Residential R.E. 14% Multifamily 4% OO CRE 12% Non-OO CRE 25%
Slide 9: Key Transaction Assumptions
9 Key Transaction Assumptions Transaction Consideration $369mm(1) 80% stock / 20% cash 1.25% of Loans Accreted over 3 Years $12.5mm PCD Mark Loan Credit Mark Cost Savings 30% of NIE 75% phased-in in 2026, 100% thereafter 1.0% of Loans Accreted over 3 Years Loan Rate Mark $4mm HTM Mark Securities Por
Slide 10: Attractive Pro Forma Financial Impact
10 Attractive Pro Forma Financial Impact ~53% 2026E Efficiency Ratio ~15.4% 2026E ROATCE ~1.3% 2026E ROAA Enhanced Pro Forma Profitability(1) Attractive Financial Impact Robust Capital at Closing 14.1% Total Capital Ratio 12.5% CET1 Ratio 9.4% TCE / TA ~3 years TBV Earnback 7.8% TBV Dilution ~17% 20
Slide 11: Experienced Acquiror with Thorough Processes and Seamless Integration
11 Banking Operations Marketing Legal Credit & Loan Review Human Resources Compliance & Audit Operations Treasury Risk Management Finance & Accounting Tax Technology Thorough diligence process focusing on all key functional areas: Loan Review 67% of total portfolio 100% classified loans 56% >$500k l
Slide 12: Strategically Compelling Texas Expansion
12 Financially Attractive Clear Strategic Fit Deep Bench of Talent Runway for Future Organic Growth and M&A Scale in High-Growth Texas Markets Strategically Compelling Texas Expansion
Slide 13: National Bank Holdings
Ba National Bank Holdings
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