National Bank : NBHC to acquire Vista Bancshares, Inc.

About this update from National Bank Holdings Corporation

NBHC to Acquire Vista Bancshares, Inc. Strategic Expansion in High-Growth Texas Markets September 15 th , 2025 About Non-GAAP Financial Measures 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 required by, or are not presented in accordance with, U.S. generally accepted accounting principles (GAAP). We refer to these financial measures and ratios as "non-GAAP financial measures." We consider the use of select non-GAAP financial measures and ratios to be useful for financial and operational decision making and useful in evaluating period-to-period comparisons. We believe that these non-GAAP financial measures provide meaningful supplemental information regarding our performance by excluding certain expenditures or assets that we believe are not indicative of our primary business operating results or by presenting certain metrics on a fully taxable equivalent basis. We believe that management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting, analyzing and comparing past, present and future periods. These non-GAAP financial measures should not be considered a substitute for financial information presented in accordance with GAAP and you should not rely on non-GAAP financial measures alone as measures of our performance. The non-GAAP financial measures we present may differ from non-GAAP financial measures used by our peers or other companies. 3 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 NBHC and $31.62 of cash ~80% stock / ~20% cash consideration Pro forma ownership: ~84% NBHC / ~16% Vista John Steinmetz will lead the combined Texas market and will be named Executive Vice Chair and Executive Managing Director of Strategic Initiatives at NBH Bank (has served as Vista CEO for over 10 years) One current Vista director to be added to NBHC board NBH Bank franchise will be rebranded as Vista Bank across the combined enterprise over time Approved by both Boards of Directors Subject to Vista shareholder approval, regulatory approval, and other customary closing conditions Anticipated closing in Q1 2026 Source: S&P Capital IQ Pro, FactSet Research Systems Inc., NBHC and Vista filings Based on 2,310,790 outstanding shares of Vista, includes $12mm payment for cashing out of Vista warrants and options; Based on 123,132 Vista options at a weighted average strike price of $63.80 and 22,618 Vista warrants at a weighted average strike price of $110.53, and NBHC share price of $38.47 as of 9/12/2025, and approximately $7mm of stock consideration in exchange for restricted shares of Vista to be issued in connection with the transaction Vista 2026E earnings per Vista management Includes impact of 100% phased-in cost savings for illustrative purposes Well Structured Transaction With Significant Strategic Value Attractive Financial Impact Expansion into Demographically Attractive Texas Markets Enhanced Growth Profile with High Quality Originations Deepens Management Bench Low Risk Transaction Enhances NBHC's financial performance and growth profile Pro Forma Banking Center Footprint (4) ID WY UT CO KS MO NM ~20% of Pro Forma Deposits (5) TX Pro Forma Financial Highlights (5) Expect strong EPS accretion of ~17% (1 , ) 20%+ IRR, and earnback ~3 years Leverages NBHC's access to capital and expected to improve 2026 ROATCE 350bps+ (1) Significant revenue synergy opportunities (none modeled) to leverage NBHC liquidity to accelerate Texas's growth, enhance banking capabilities offered to Vista's middle market clients and introduce NBH Trust and Wealth services to Vista's Private Client network Materially accelerates NBHC's growth strategy in Texas, the third largest state by deposits Texas is one of the best banking markets in the country in terms of size, economy and growth 5-year projected population growth in Texas is 5.6% or more than 2x the national average Vista's strong loan growth CAGR of 21% since 2021 (2) Robust commercial banking capabilities with aligned risk management practices Attractive loan yields and strong asset quality Strong cultural fit through similar relationship banking approach and community engagement Vista executive team to lead combined Texas market Vista brand to be retained across the combined enterprise over time Comprehensive due diligence completed, including thorough credit review $1.7bn Mkt. Cap (6) $10.4bn Deposits $9.3bn Loans $12.4bn Assets Capital remains robust - pro forma CET1 ratio of 12.5% (3) NBHC has a strong track record of successfully executing and integrating M&A transactions Source: S&P Capital IQ Pro, FactSet Research Systems Inc., NBHC and Vista filings; Financial data as of the quarter ended Jun e 30, 2025 unless otherwise stated Full-year impact and 100% phased-in cost savings presented for illustrative purposes Includes sale of 7 West Texas branches ($119 million of associated loans) Presented at illustrative transaction close inclusive of estimated purchase accounting adjustments Vista has one banking center in Palm Beach, Florida that is not shown; Represents 9% of Vista deposits as of 6/30/2025; Footprint excludes ATM-only location in Lubbock, Texas Pro forma amounts based on 6/30/25 and exclude purchase accounting adjustments Based on NBHC share price of $38.47 as of 9/12/2025 and 7.4 million shares issued to Vista Creating a Premier Western Franchise Attention : This is an excerpt of the original content. To continue reading it, access the original document here .

View stock analysis, news, and events for National Bank Holdings Corporation