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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 2, 2022

NATIONAL BANK HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)

Delaware

001-35654

27-0563799

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

7800 East Orchard Road, Suite 300, Greenwood Village, Colorado 80111
(Address of principal executive offices) (Zip Code)

303-892-8715
(Registrant’s telephone, including area code)

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

    

Trading Symbol

    

Name of each exchange on which registered:

Class A Common Stock

NBHC

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 7.01. Regulation FD Disclosure.

Representatives from National Bank Holdings Corporation (“NBHC”) intend to use the materials filed herewith in one or more meetings with investors and analysts from time to time. NBHC also intends to make the materials available on its website (http://www.nationalbankholdings.com). NBHC is furnishing the slides as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 7.01 and the exhibit referenced herein are being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act of 1934.

Cautionary Statements Regarding Forward-Looking Information

This Current Report on Form 8-K and the exhibit filed herewith contain forward-looking statements. Any statements about NBHC’s expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are only predictions and involve estimates, known and unknown risks, assumptions and uncertainties. NBHC’s actual results could differ materially from those expressed in or contemplated by such forward-looking statements as a result of a variety of factors, some of which are more fully described in the exhibit hereto and in NBHC’s filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on such statements. Any forward-looking statement speaks only as of the date on which it is made, and NBHC undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events or circumstances, except as required by applicable law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

    

Description of Exhibit

99.1

National Bank Holdings Corporation Investor Presentation

104

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

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

National Bank Holdings Corporation

By:  

/s/ Angela N. Petrucci

Name: Angela N. Petrucci

Title: Chief Administrative Officer & General Counsel

Date: August 2, 2022

Exhibit 99.1

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Investor Presentation Q2 – 2022

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Forward - Looking Statements 2 This presentation contains “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 . Forward - looking statements contain words such as “anticipate,” “believe,” “can,” “would,” “should,” “could,” “may,” “predict,” “seek,” “potential,” “will,” “estimate,” “target,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “intend” or similar expressions that relate to the Company’s strategy, plans or intentions . Forward - looking statements involve certain important risks, uncertainties and other factors, any of which could cause actual results to differ materially from those in such statements . Such factors include, without limitation, the “Risk Factors” referenced in our most recent Form 10 - K filed with the Securities and Exchange Commission (SEC), other risks and uncertainties listed from time to time in our reports and documents filed with the SEC, and the following factors : ability to obtain regulatory approvals and meet other closing conditions to our recently announced mergers on the expected terms and schedule ; delay in closing the mergers ; difficulties and delays in integrating the NBHC, Community Bancorporation, and Bancshares of Jackson Hole Incorporated businesses or fully realizing cost savings and other benefits ; business disruption following the proposed transaction ; ability to execute our business strategy ; business and economic conditions ; effects of any potential government shutdowns ; economic, market, operational, liquidity, credit and interest rate risks associated with the Company’s business ; effects of any changes in trade, monetary and fiscal policies and laws ; changes imposed by regulatory agencies to increase capital standards ; effects of inflation, as well as, interest rate, securities market and monetary supply fluctuations ; changes in the economy or supply - demand imbalances affecting local real estate values ; changes in consumer spending, borrowings and savings habits ; with respect to our mortgage business, the inability to negotiate fees with investors for the purchase of our loans or our obligation to indemnify purchasers or repurchase related loans ; the Company’s ability to identify potential candidates for, consummate, integrate and realize operating efficiencies from, acquisitions, consolidations and other expansion opportunities ; the Company's ability to realize anticipated benefits from enhancements or updates to its core operating systems from time to time without significant change in client service or risk to the Company's control environment ; the Company's dependence on information technology and telecommunications systems of third - party service providers and the risk of systems failures, interruptions or breaches of security ; the Company’s ability to achieve organic loan and deposit growth and the composition of such growth ; changes in sources and uses of funds ; increased competition in the financial services industry ; the effect of changes in accounting policies and practices ; the share price of the Company’s stock ; the Company's ability to realize deferred tax assets or the need for a valuation allowance ; the effects of tax legislation, including the potential of future increases to prevailing tax rules, or challenges to our position ; continued consolidation in the financial services industry ; ability to maintain or increase market share and control expenses ; costs and effects of changes in laws and regulations and of other legal and regulatory developments ; technological changes ; the timely development and acceptance of new products and services, including in the digital technology space our digital solution 2 UniFi ; the Company’s continued ability to attract, hire and maintain qualified personnel ; ability to implement and/or improve operational management and other internal risk controls and processes and reporting system and procedures ; regulatory limitations on dividends from the Company's bank subsidiary ; changes in estimates of future credit reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements ; widespread natural and other disasters, pandemics, dislocations, political instability, acts of war or terrorist activities, cyberattacks or international hostilities ; a cybersecurity incident, data breach or a failure of a key information technology system ; adverse effects due to the novel Coronavirus Disease 2019 (COVID - 19 ) on the Company and its clients, counterparties, employees, and third - party service providers, and the adverse impacts on our business, financial position, results of operations, and prospects ; impact of reputational risk ; and success at managing the risks involved in the foregoing items . The Company can give no assurance that any goal or plan or expectation set forth in forward - looking statements can be achieved and readers are cautioned not to place undue reliance on such statements . The forward - looking statements are made as of the date of this press release, and the Company does not intend, and assumes no obligation, to update any forward - looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events or circumstances, except as required by applicable law . Further Information: This presentation should be read together with “Management’s Discussion and Analysis of Financial Condit ion and Results of Operations” and the consolidated financial statements and the related notes thereto included in our Form 10 - K and quarterly reports

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About Non - GAAP Financial Measures 3 Certain of the financial measures and ratios we present, including “tangible assets,” “return on average tangible assets,” “tangible common equity,” “return on average tangible common equity,” “tangible common book value per share,” “tangible common equity to tangible assets,” “adjusted non - interest expense,” “adjusted efficiency ratio,” “adjusted net income,” “adjusted earnings per share – diluted,” “adjusted net income excluding core deposit intangible amortization expense, after tax,” “adjusted return on average tangible assets,” “adjusted return on average tangible common equity,” and “fully taxable equivalent” metrics, are supplemental measures that are not required by, nor 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 . We compensate for these limitations by providing the equivalent GAAP measures whenever we present the non - GAAP financial measures and by including a reconciliation of the impact of the components adjusted for in the non - GAAP financial measure so that both measures and the individual components may be considered when analyzing our performance . A reconciliation of non - GAAP financial measures to the comparable GAAP financial measures is included in the appendix .

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Table of Contents Financial Performance 08 Bank of Jackson Hole and Rock Canyon Bank Acquisitions 13 Credit 18 Balance Sheet 22 2UniFi 26 Management Team 29 Corporate Governance Overview 32 Appendix 40

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(1) As of June 30 th , 2022 (2) Represents a non - GAAP financial measure. See Appendix for a reconciliation of these measures. (3) Annualized (4) Adjusted for acquisition - related expense. See Appendix for a reconciliation of this measure. Attractive Markets Company Highlights Headquarters Denver, CO Banking Centers (1) 81 Listing NYSE: NBHC 5 40 banking centers ‒ Front Range contributed 96% of Colorado’s population growth between 2010 and 2015 (1) ‒ #1 in Labor Supply ( Forbes 2019 ) ‒ #2 Best Economy in the U.S. ( U.S. News 2021 ) ‒ #4 Best State for Business (U.S. News 2021 ) 2 commercial banking locations in Texas 1 banking center in Utah 4 banking centers in New Mexico ‒ Utah: #1 in Top Housing Markets Ranking (Realtor.com 2021) ‒ Utah: #1 Best Economy in the U.S. ( U.S. News 2021 ) ‒ Utah: #8 Best State for Business (U.S. News 2021) ‒ Texas: #9 Best Economy in the U.S. (U.S. News 2021) 34 banking centers ‒ Overland Park, KS - central hub for the #1 county in Kansas by household income and projected population growth (2) ‒ Overland Park, KS #7 on “2020 Top 100 Best Places to Live” (Livability 2020) ‒ Kansas City, MO #90 on “2020 Top 100 Best Places to Live” (Livability 2020) ‒ Kansas City, MO #10 Best City for Startups (Kansas City Business Journal 2022) (1) Colorado State Demography Office – “Colorado’s 2016 Population & Economic Overview” (2) Ranking based on aggregate population growth for 2019 - 2024 Balance Sheet 2Q22 Total Assets (mm) $7,168 Total Loans (mm) $4,817 Total Deposits (mm) $6,194 Key Ratios YTD22 Common Equity Tier 1 13.8% Tier 1 Leverage 10.5% ROATA (2)(3) 1.11% / 1.14% (4) ROATCE (2)(3) 10.97% / 11.24% (4) Net Interest Margin FTE (2)(3) 3.15% Loan / Deposit Ratio 77.76% ACL / Loans 1.06% Efficiency Ratio FTE (2) 63.1% / 62.2% (4)

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Recent Recognition 6 Fortress Balance Sheet  Robust Profitability U.S. News : Best Places to Live Rankings Positioned in Attractive Markets  Premium Valuation  #1 Largest Publicly Traded Bank HQ’d in Colorado #2 and #4 Colorado Springs, CO and Boulder, CO Market Presence in Top 5 Best Places to Live (1) #3 Colorado Market Share (Among Local Banks) (2) #5 Kansas City, MO - KS MSA Market Share (Among Local Banks) (2) Consistently Regarded as a Top Tier Bank  In total value creation (3) & #93 2020 Job Creation Lender of the Year (4) Sources: S&P Global Market Intelligence (1) U.S. News, published 5/16/2022 (2) Deposit data as of 6/30/2022. Figures include banks headquartered in respective state (3) Represents a three - year annualized total shareholder return based on data reported by Fortune (10/28/2021) (4) US Small Business Administration Colorado District Office From FORTUNE. © 2021 FORTUNE Media IP Limited All rights reserved. Used under license.  #92 Best Small Regional Banks #9

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(50%) (30%) (10%) 10% 30% 50% 70% 90% NBHC KRX Regional Bank Index $0.34 $0.54 $0.75 $0.80 $0.87 $0.46 2017 2018 2019 2020 2021 YTD22 7 Shareholder Returns Source: S&P Global Market Intelligence, FactSet Research Systems, Bloomberg; market data as of 6/30/2022 (1) Index of approximately 50 regional banks tracked by KBW (2) Represents a non - GAAP financial measure. See Appendix for a reconciliation of these measures. Total Shareholder Returns For The Past Five Years (6/30/2017 through 6/30/2022) Historical Dividend Per Share Dividend Payout Ratio Target 30 - 40% of core earnings CAGR: 26 % 27.8% 15.5% $80.4 $39.7 YE17 YE18 YE19 YE20 YE21 YTD22 Net Income Non-Adjusted Adjusted ($ in millions) $88.6 $93.6 $20.4 $14.6 $35.0 $61.5 $67.8 (2) (2) (1) $6.3 $38.7 $1.0 (2)

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Financial Performance

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Liquidity Loan to deposit ratio of 77.8% Capital Ratios 13.8% Common Equity Tier 1 Ratio Q2 2022 Financial Highlights (1) Represents a non - GAAP financial measure. See Appendix for a reconciliation of these measures. (2) Adjusted for acquisition - related expense. See Appendix for a reconciliation of this non - GAAP measure. 9  FTE net interest income totaled a record $57.4 million, an increase of $9.4 million, or 78.4% annualized, over 1Q22  FTE net interest margin widened 48 basis points to 3.38%, due to an increase in earning asset yields  Grew loans 12.3% annualized over 1Q22  Record quarterly loan fundings totaling $492.5 million, led by commercial loan fundings of $308.7 million  Strong capital, $371 million excess capital over 7.0% common equity tier 1 requirement  Maintained excellent credit quality with record low non - performing loans to total loans ratio of 0.20%  Received regulatory approval for the Rock Canyon Bank acquisition with a close date of September 2022. Remain on track for regulatory approval of Bank of Jackson Hole. Expense 61.1% efficiency ratio FTE (1) in 2Q22 59.7% adjusted (2) in 2Q22 Net Income $20.4 million / $21.1 million adjusted (2) Transaction Deposit Growth 6.9% annualized increase over 1Q22 ACL / Loans 1.06%

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10 Profitable Steady Growth $23.1 $80.4 $39.7 YE16 YE17 YE18 YE19 YE20 YE21 YTD22 Net Income Non-Adjusted Adjusted $0.79 $2.55 $3.01 $1.30 YE16 YE17 YE18 YE19 YE20 YE21 YTD22 EPS (Fully Diluted) Non-Adjusted Adjusted ($ in millions) 0.57% 0.38% 1.15% 1.42% 1.44% 1.37% 1.11% 0.82% 1.26% 1.14% YE16 YE17 YE18 YE19 YE20 YE21 YTD22 ROATA (1) Non-Adjusted Adjusted 68.8% 68.6% 68.6% 61.2% 60.6% 63.0% 63.1% 67.0% 65.7% 62.2% YE16 YE17 YE18 YE19 YE20 YE21 YTD22 Efficiency Ratio FTE (1) Non-Adjusted Adjusted $53.7 $54.7 $83.4 $112.9 $132.1 $110.8 $51.5 YE16 YE17 YE18 YE19 YE20 YE21 YTD22 Pre - Provision Net Revenue FTE (1) ($ in millions) $88.6 $2.85 5.04% 3.61% 11.60% 13.07% 13.27% 12.87% 10.97% 7.75% 12.76% 11.24% YE16 YE17 YE18 YE19 YE20 YE21 YTD22 ROATCE (1) Non-Adjusted Adjusted $93.6 $20.4 $14.6 $35.0 $61.5 $67.8 (1) (1) $1.26 $0.73 $2.16 $0.53 $1.95 $0.21 (1) (1) (1) (1) (1) Represents a non - GAAP financial measure. See Appendix for a reconciliation of these measures. (2) Annualized (1) (1) (1)(2) (1)(2) $6.3 $0.03 $1.27 (1) $38.7 $1.0 (1) (1) (1) (1)(2)

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11 Growth Trends $4.6 $4.8 $5.7 $5.9 $6.7 $7.2 $7.2 YE16 YE17 YE18 YE19 YE20 YE21 2Q22 Total Assets $2.9 $3.2 $4.1 $4.4 $4.2 $4.8 $0.2 YE16 YE17 YE18 YE19 YE20 YE21 2Q22 Total Loans Non-PPP Loans PPP Loans $478.9 $482.0 $577.4 $651.4 $707.3 $728.8 $705.3 YE16 YE17 YE18 YE19 YE20 YE21 2Q22 ($ in billions) ($ in billions) ($ in millions) Tangible Common Equity (1) (1) Represents a non - GAAP financial measure. See Appendix for a reconciliation of these measures. $4.5 $4.4

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Regulatory Capital 12 TIER 1 LEVERAGE 10.5% COMMON EQUITY TIER 1 RISK - BASED 13.8% TIER 1 RISK - BASED 13.8% TOTAL RISK - BASED 15.4% TANGIBLE COMMON EQUITY TO TANGIBLE ASSETS (1) 10.0% Capital Ratios – 2Q22 (1) Represents a non - GAAP financial measure. See Appendix for a reconciliation of these measures.  $371 million in excess capital over 7.0% common equity tier 1 risk - based regulatory requirement  Double - leverage ratio just 86.8%  Holding company cash reserves of $114 million sufficient to support 16 quarters of shareholder dividend payouts

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Bank of Jackson Hole and Rock Canyon Bank Acquisitions

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14 Strategically Compelling Expansion  Rock Canyon Bank ranks as #1 for SBA loans in Utah and is one of the top SBA lenders in the United States  SBA team was formed in 2012 and is distinguished as a Preferred Lender by both the SBA and FSA  Deep expertise in 7a, 504, USDA, and FSA loan programs  Efficient and scalable infrastructure supports origination, servicing, and compliance that will serve as a solid foundation to leverage the NBH footprint and the build out of 2UniFi Trust and Wealth Partners  Trust and Wealth Management solution tailored to high net worth individuals  Scalable Private Wealth team provides a broad range of financial and retirement planning solutions, creating an opportunity to further leverage the platform to new and existing NBH clients  Established relationships with strong investment and research partners drives ability to cross - sell  Fee income drives revenue diversification and attractive recurring earnings 250+ High Net Worth Clients $600mm+ AUM Rock Canyon SBA Division (1) 25 Full - Time Associates #1 Utah SBA Rank (2) $173mm 2021 Total Loan Production Source: S&P Global Market Intelligence. As of December 31, 2021 (1) Includes activity for SBA, FSA, and USDA programs (2) Per NAGGL database. Originations as of 2/28/2022.

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Scale Enhances the NBH Franchise Source: S&P Global Market Intelligence. As of December 31, 2021 Note: Excludes pro forma adjustments, with the exception of CET1 and Tier 1 Leverage. (1) Announced April 1, 2022. (2) Announced April 18, 2022 (dollars in millions) $7,214 $814 $9,627 4,513 494 6,003 Total Deposits 6,228 737 8,417 Total Loans 14.3% 105 85 Deposits / # of Banking Centers Total Assets Pro Forma $1,599 1,452 121 996 (1) CET1 Tier 1 Leverage 10.4% 78 12.0% 9.0% 15 (2)

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Source: S&P Global Market Intelligence. Note: Dual earnback calculation assumes 9/30 close for Bank of Jackson Hole (1) As of March 31, 2022 (2) As of April 14, 2022 (3) Pro forma returns in 2023, first full year post - closing 16 P / TBV P / ’23 EPS With Synergies P / ’23 EPS 1.80x 6.7x 10.4x Deal Standalone Multiples (2) Combined Pro Forma (3) 25% 2023 EPS Accretion ~2.6 years TBVPS Earnback 12% Pro Forma CET1 Deal Standalone Multiples (1) P / TBV P / ’23 EPS With Synergies P / ’23 EPS 1.96x 7.5x 10.5x Enhances Leading Financial Performance

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17 Strong Financial Performance = Attractive Shareholder Returns Retaining Strong Capital = Optionality for Future Capital Deployment Internal Rate of Return Fully - synergized EPS Accretion 28% 25% Combined Institution is a Platform for Accelerated Growth and Greater Earnings Distribution Resulting in Pro Forma ’23E ROATCE of 16% NBH CET1 (%) Estimated Impact 14% 12% 12/31/2021 Estimated at Close Note: Pro Forma transaction metrics and returns analysis reflect Rock Canyon Bank and Bank of Jackson Hole. Attractive Deployment of Excess Capital

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Credit

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19 Uniquely Diversified $4.8 Billion Loan Portfolio Concentrations  Self - imposed concentration limits ensure a granular and diverse loan portfolio and protect against downside risk to any particular industry or real estate sector  Individual industry sectors are limited to no more than 15% of total loan commitments, with the majority being 10% or less  Non owner - occupied CRE is 78% of risk - based capital and no specific property type exceeds 4%  New commercial loans originated YTD: - Average funding of $1.2 million - Weighted average commitment, including unused, of $1.6 million  Residential loans originated YTD: - Average funding of $433 thousand - Average FICO of 763 - Average LTV of 73%  Top 25 originated relationships as of June 2022: - Average funded balance of $16 million - Average commitment of $27 million Granular and Well - Diversified Loan Portfolio 3% 4% Consumer 16% Non Owner - Occupied CRE 13% C&I and Owner Occupied CRE 71% C&I and Owner Occupied CRE , 71% Non Owner Occupied CRE, 13% Government & Municipal, 12% Hotel & Lodging, 4% Equipment Leasing, 7% Commercial Construction, 2% Educational Services, 7% Office, 2% Restaurant, 6% Multifamily, 1% Transportation & Warehousing, 5% Land Development, 1% Agribusiness, 3% All Other, 3% Retail Trade, 3% Manufacturing, 3% Consumer, 16% Real Estate Rental & Leasing, 3% Residential Sr. Lien, 14% Lender Finance, 2% Residential Jr. Lien, 1% Materials & Construction Companies, 2% Consumer, 1% Financial Services, 1% Wholesale Trade, 1% Food and Other, 1% Oil & Gas, 1% All Other C&I, 14%

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20 Strong Credit Quality History 0.16% YE19 YE20 YE21 2Q22 Originated loan charge-offs Acquired loan charge-offs 0.26% 0.34% 0.16% 0.13% 0.23% 0.15% 0.09% 0.08% 0.17% 0.11% 0.15% 0.10% YE19 YE20* YE21* 2Q22 Non-performing loans Acquired non-performing loans OREO Non - performing Asset Composition Non - performing Loans Net Charge - Offs (1) Total Classified Loans $38 $50 $29 $10 0.9% 1.2% 0.7% 0.2% YE19 YE20 YE21 2Q22 Total classified loans % of total loans 0.66% (1) As a % of average total loans (2) Annualized 0.04% 0.20% $22 $20 $11 $10 0.49% 0.47% / 0.49%* 0.24% 0.20% YE19 YE20 YE21 2Q22 Non-performing loans Non-performing loans as a % of total loans 0.06% * Excludes PPP loans 0.60%* * Excludes PPP loans. Non - performing assets to total loans and OREO totaled 0.58% and 0.39% for YE20 and YE21, respectively 0.40%* 0.03% ($ in millions)  Allowance for loan losses coverage equal to 516% of non - performing loans  Acquisition fair value marks on acquired loans total $4.7 million, 3.8% of acquired loans or 0.1% of total loans 0.03% 0.31% (2)

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21 Allowance For Credit Loss  Allowance to total loan coverage of 1.06% provides coverage for economic uncertainty  We hold $4.7 million in fair value marks on acquired loans which equates to 0.10% of the total loan portfolio ACL (1) 12/31/2021 $ 49.7 ACL/Total Loans 1.10% All dollars in millions (1) Investment securities portfolio consists of U.S. agency mortgage backed securities requiring no ACL ACL (1) 6/30/2022 $ 50.9 ACL/Total Loans 1.06%

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Balance Sheet

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 Portfolio built on a relationship - banking strategy, with emphasis on depository and treasury management relationships  Self - imposed concentration limits; majority of industry sectors limited to 5% or less of total loan commitments  Industries requiring in - depth knowledge are managed by specialty banking teams, with dedicated specialist underwriters  New loan fundings over the trailing 12 months totaled a record of $1.8 billion, led by commercial loan fundings of $1.3 billion  Generated record quarterly loan fundings totaling $492.5 million, led by quarterly commercial loan fundings of $308.7 million FY16 FY17 FY18 FY19 FY20 FY21 2Q22 (1) Excludes loans held - for - sale $ 0.9 $ 1.0 $ 1.2 $ 1.2 $ 1.2 $ 1.5 Owner Occupied CRE 17% CRE 13% Resi Mortgage 15% Other Consumer <1% C & I 54% Loan Composition ($4.8 Billion) Quarterly Loan Fundings ($ in millions) Total Loan Fundings (1) ($ in billions) 23 Solid Loan Growth $362.1 $413.3 $475.4 $419.7 $492.5 2Q21 3Q21 4Q21 1Q22 2Q22 $ 1.8 TTM: Trailing Twelve Months TTM

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U.S. Agency/Sponsored Agency MBS U.S. Agency/Sponsored Agency CMO U.S. Treasury Other High Quality, Highly Liquid Investment Portfolio 24  99.8% of portfolio is U.S. agency/sponsored agency and U.S. Treasury backed  2Q22 yield of 1.61%  42% of portfolio in Held - to - Maturity  Zero allowance for credit losses needed on investment securities portfolio, as portfolio is primarily backed by U.S. agencies $1.4 Billion Investment Portfolio (1) (1) Excludes non - marketable securities 0.2% 39.3 % 53.1 % 7.4 %

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Strong Transaction Deposit Growth  Average transaction deposits increased 6.9% annualized, 2Q22 over 1Q22  The mix of transaction deposits to total deposits remained at 87.4% at 2Q22  Cost of deposits decreased eight basis points over 2Q21, to a record low of 0.16% Growing Low Cost Transaction Accounts Deposit Composition Low Cost Deposits ($ in billions) $3.6 $4.2 $5.1 $5.4 $1.1 $1.0 $0.9 $0.8 YE19 YE20 YE21 YTD22 Average Transaction Deposits Average Time Deposits 41% 47% 50% 49% 37% 36% 37% 38% 19% 14% 11% 11% 3% 3% 2% 2% $4.7 $5.7 $6.2 0% 50% 100% YE19 YE20 YE21 2Q22 Demand & NOW Savings & MM CDs < $250k CDs >= $250k Total 78% Non - Time 83 % Non - Time 87 % Non - Time 87 % Non - Time 1.75% 0.25% 0.25% 1.75% 0.37% 0.27% 0.12% 0.11% 0.64% 0.45% 0.23% 0.16% FY19 FY20 FY21 YTD22 Fed Funds rate Cost of transaction deposits Cost of deposits 25 Low Cost Transaction Deposits $6.2

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2UniFi

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To help small and medium sized businesses: • Increase their access to the US Banking System • Reduce their costs while saving time • Increase their actionable information With the goal of reducing stress in the lives of business owners and operators. Mission 27

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Delivering an Innovative SMB Marketplace and Platform 28

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Management Team

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30 Experienced Management Team Nicole Van Denabeele EVP, Chief Accounting Officer and President, Bank Midwest • 19 years of financial services experience • Controller at Polsinelli, PC • Senior Vice President, Assistant Controller at UMB Financial Corporation • Started career in public accounting at Deloitte, LLP Christopher Randall EVP, Commercial, Specialty and Business Banking • 25+ years of banking experience • Previously Senior Managing Director, Specialty Banking since 2013 • Director and Founder of CoBiz Structured Finance • Executive of Marquette Financial Companies Ruth Stevenson EVP, Chief Client Executive, Deposit Operations Executive and Regional President • 45+ years of financial services experience • Served in a number of roles with Peoples Bank over an 18 - year period • Worked in a variety of roles, including President of a community bank, Director of Retail, Director of a mortgage division and Operations Manager for a mortgage division Brendan Zahl EVP, Personal, Private and Residential Banking • 20+ years of banking experience • Retail, Commercial Deposit and Lending Management at Peoples National Bank; served as Peoples National Bank CEO from 2012 - 2017 • Progressive leadership growth during 10 - year tenure at FirstBank Tim Laney Chairman, President & CEO ( 41 years in banking) • Head of Business Services at Regions Financial, where he also led the transformation of wholesale lines of business • Senior management roles in small business, commercial banking, private banking, corporate marketing and change management and Management Operating Committee member at Bank of America; also served as President, Bank of America, Florida Richard Newfield Chief Risk Management Officer (3 8 years in banking) • Head of Business Services Credit at Regions Financial • Senior roles in risk management, credit, commercial banking, global bank debt and corporate marketing at Bank of America Aldis Birkans Chief Financial Officer ( 24 years in financial industry ) • Senior Vice President, Treasurer at NBHC • Vice President, Assistant Treasurer at M&I Bank • Senior Vice President, Corporate and Investment Bank Treasury at Citigroup Angela Petrucci Chief Administrative Officer & General Counsel ( 21 years in legal and banking) • Senior Vice President, General Counsel at NBH Bank • In House Counsel at Accenture and an associate at Chapman and Cutler LLP • Started career as a commercial banker at First Chicago Bank (now JP Morgan Chase) Valerie Kramer EVP, Chief Digital Officer • 20+ years of financial services experience • Served in multiple Treasury Management and Client Solution roles with NBH Bank, including Treasury Management Director, over a 13 year period

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31 Management & Directors NBHC MANAGEMENT & DIRECTORS BENEFICIAL O WNERSHIP (1) PERCENT OF CLASS (2) G. Timothy Laney 558,961 1.84 % Aldis Birkans 68,315 0. 23 % Richard U. Newfield, Jr. 167,021 0. 55 % Angela Petrucci 17,807 0. 06 % Ralph W. Clermont 84,848 0.2 8 % Robert E. Dean 33,882 0. 11 % Alka Gupta 4,175 0.0 1 % Fred J. Joseph 19,135 0. 06 % Patrick Sobers 30,863 0. 10 % Micho F. Spring 36,089 0. 12 % Burney S. Warren, III 30,228 0.10% Art Zeile 15,184 0.05% All current NBHC management and directors as a group (1 2 persons) 1,066,508 3.50% Beneficial Ownership (as of 6/30/22 ) (1) Includes unvested restricted shares for which the director or officer has voting power and shares issuable upon the exercise of options as well as indirect ownership. Does not include unvested performance stock units. (2) Calculated in accordance with Item 403 of Regulation S - K, and based on 30,075,175 shares of Class A common stock outstanding an d entitled to vote and 161,202 shares of unvested restricted stock entitled to vote.

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Corporate Governance

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33 Best Practices In Governance and Compensation Corporate Governance  Lead Independent Director with robust role and responsibilities  Majority independent Board  No short - selling, hedging, or pledging of NBHC shares (applies to all NBHC and NBH Bank insiders)  Annual election of Board members and say - on - pay vote  Fully independent Audit & Risk, Compensation, and Nominating & Governance Committees  Annual Director and Committee evaluation process  Board - adopted Code of Conduct that applies to all directors, officers, and employees  Published Corporate Governance Guidelines Executive Compensation  Provide the majority of compensation in the form of variable, performance - based elements  Ensure a strong link between financial and operational goals, shareholder value creation, and executive compensation  Conduct shareholder engagement on compensation - and governance - related issues, and respond to shareholder feedback as appropriate  Enforce stock ownership guidelines for executives (5x base salary for CEO and 4/2x base salary for other NEOs) and non - employee directors (5x annual Board cash retainer)  Provide for a clawback of incentive compensation in the event of a material restatement of financial or operating results  Impose a double - trigger change - in - control requirement before vesting of outstanding, unvested equity awards is accelerated  Use an independent compensation consultant  Conduct annual risk assessment of compensation program  Annual say - on - pay vote NBHC’s corporate governance policies and executive compensation practices support our business and align with best practices

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Fred J. Joseph  Financial services regulator for 30 years as the Banking and Securities Commissioner for the State of Colorado  Member of the Investor Issues Committee for FINRA I N A Compensation Independent Governance & Nominating Committee Chair Audit & Risk Appointed within the last five years G. Timothy Laney  President, CEO and Chairman  Former Sr Executive VP & Head of Business Services at Regions Financial  24 - year tenure at Bank of America, and a member of Bank of America’s Management Operating Committee N C * I Robust Lead Director Responsibilities  Mr. Clermont presides at all Board meetings where the Chairman is not present and at all executive sessions of independent Directors  Acts as liaison between Chairman and independent Directors  Reviews and approves Board meeting agendas and information presented to Board  Engages with major shareholders as needed  As the independent Lead Director, Mr. Clermont is an ex officio member of all Board committees with full voting rights NBHC Board of Directors A Burney S. Warren  Former Executive Vice President and Director of M&A for Branch Banking and Trust Company  During his tenure at BB&T, Warren successfully completed over 50 bank and non - bank acquisitions I C A Art Zeile  Current CEO of DHI Group  Extensive experience in software, telecommunications, internet, datacenter and security technologies, with a particular focus on cybersecurity  Began career as an Officer in the U.S. Air Force Patrick Sobers  30+ years of financial services experience  10 years with NBH Bank (Former EVP, Head of Business and Consumer Banking)  Member of NBH Bank’s board of directors since 2017  Several leadership positions at Bank of America, including Southeast Region’s Consumer Banking Executive 34 Ralph W. Clermont  Lead Independent Director  Former Managing Partner of KPMG, St. Louis office  39+ years of banking and audit experience I N A C * Robert E. Dean  Former Senior Managing Director of Ernst & Young Corporate Finance  Practiced corporate, banking and securities law with Gibson, Dunn & Crutcher I N A C * I A C Micho F. Spring  Chair of Global Corporate Practice at Weber Shandwick  Formerly CEO of Boston Telecommunications Company  Served four years as Deputy Mayor of Boston I N A A Alka Gupta  Fortune 500 executive and tech entrepreneur with deep experience in digital transformation  Currently a Venture Partner at Fin Venture Capital  Co - Founder of and former President at GlobaliD , Inc. I C *

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35 NBHC Board Represents a Diverse Range of Qualifications and Skills 5 4 9 8 6 9 3 3 3 2 CEO or President of Private or Public Company Other Public Board Experience Financial or Audit Background Financial Services Industry Marketing or Sales Background Community or Governmental Service Legal or Regulatory Experience IT, Cyber, or Fintech Background Racial or Ethnic Diversity Gender Diversity Experience or Expertise Number of Directors Experienced leaders capable of overseeing execution and challenging management Critical industry knowledge and involvement in local communities Critical to overseeing management’s execution of strategy Diversity

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36 Board’s Role in Oversight of Risk The Board is actively engaged in NBHC’s risk management. Robust Risk Oversight at Board Level Risk Board Oversight Actions Cybersecurity Evolving nature and complexity of the threats from organized cybercriminals and hackers NBHC Audit and Risk Committee is responsible for oversight of the Company’s operational (including cybersecurity) and reputational risks Employs detection and response mechanisms designed to contain and mitigate security incidents Human Capital/Diversity Stagnant, poorly diversified boards are not only concerning to shareholders, but are also viewed unfavorably by proxy advisers such as ISS and Glass Lewis NBHC Nominating and Governance Committee considers diversity in its assessment of potential nominees to the Board In 2021, the NBHC Board appointed two new diverse candidates to the Board. In addition, the Bank Board is also diverse in terms of experience, race and gender Market/Credit Risk NBH’s business is highly susceptible to credit risk and market fluctuations in the value of real estate and other collateral NBHC Audit and Risk Committee is responsible for the oversight of the Company’s market, credit and liquidity risk Implements strict credit concentration limits by industry and real estate type, requires credit decisions to be made independent of bankers and line management, regularly reviews detailed credit reporting, including risk mitigation trends, and oversees credit stress testing twice a year. Adopts and oversees comprehensive liquidity and market risk policies Compensation Misalignment between the compensation program and business strategy can result in substantial risk for the Company and its shareholders NBHC Compensation Committee oversees compensation risk to identify any practices that present unacceptable risk to NBH Conducts annual risk assessment of compensation program

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37 Overview of NBH Bank Board of Directors NBH Bank Board Composition Aldis Birkans Chief Financial Officer Christopher Randall EVP, Commercial, Specialty and Business Banking Ralph Clermont (see Slide 34) Patrick Sobers (see Slide 34) Fred Joseph (see Slide 34) Micho Spring (see Slide 34) Tim Laney President, CEO and Chairman Ruth Stevenson EVP, Chief Client Executive, Deposit Operations Executive and Regional President Richard Newfield Chief Risk Management Officer Brendan Zahl EVP, Personal, Private and Residential Banking Angela Petrucci Chief Administrative Officer & General Counsel – Our NBH Bank Board members participate in both the Audit and Risk Committee meetings and Board Meetings for National Bank Holdings Corporation to ensure an added level of compliance and oversight – Our Bank Board is diverse in experience as well as race and gender In addition to the NBHC Board, there is an added layer of oversight through the Board of Directors of NBH Bank, NBHC’s wholly - owned subsidiary

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38 Executive Compensation Program NBH’s executive compensation practices align management incentives with long - term shareholder interests Components of Executive Compensation (2021) 2021 Compensation Breakdown Additional Compensation Features Component Metrics Base Salary (Cash)  Reviewed annually Annual Cash Incentive Award (At - Risk Cash)  2021 Corporate Measures (1) :  Core Net Income (40%)  Asset Quality (30%)  Enterprise Risk Management (15%)  Qualitative (15%) Long - Term Incentive Award (PSUs, Options & Restricted Stock)  3 - year Relative ROTA  3 - year Relative TSR Link to Strategy  Among other things, attract and retain executives capable of driving achievement of the Company’s strategic objectives  Ensure the goals and interests of management are aligned with those of our shareholders, clients, and communities we serve  Balance compensation to reward both short - term results and the strategic decisions and actions necessary to run a sustainable business and create long - term value  Motivate executives to deliver a high level of performance and achieve strategic goals within clear and acceptable risk parameters  Attract and retain highly qualified executives through a balance of cash and equity compensation  Financial metrics and relative targets established are a reflection of what Compensation Committee deems important to align the NEO’s performance with the achievement of the Company’s strategic goals and key long - term financial targets  Evaluate executive compensation and Company performance relative to peers  Stock Ownership Guidelines:  CEO: 5x base salary  NEOs: CFO (4x base salary), CRMO and CAO (2x base salary)  Clawback provisions in place to recover performance - based compensation from NEOs under certain circumstances  Usage of an independent compensation consultant (F.W. Cook)  Frequent outreach to shareholders  Greater emphasis on “at risk” pay since 2014 Compensation Metrics Tied to Long - Term Strategy CEO Other NEOs At Risk At Risk: 75% At Risk: 65% (1) Corporate measures apply to compensation of CEO, CFO, CRMO , and CAO; as a bank business line EVP, NEO Zahl’s Annual Cash Incentive Award is based on the following measures: Core Net Income (5.0%), Asset Quality (5.0%), ERM & ESG (5.0%), Line of Business Specific Metrics (70%) and Qualitative (15%). Long Term Incentive Award 40% Annual Cash Incentive Award 35% Base Salary 25% Long - Term Incentive Award 33% Annual Cash Incentive Reward 32% Base Salary 35%

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39 Environmental, Social and Governance (ESG) Matters Environmental  Committed to using environmentally friendly office products and materials and optimizing our office and banking center space.  Continued investment in our mobile and digital platforms, resulting in a reduction in paper and fuel emissions.  Providing financing for green and sustainable businesses and actively exploring opportunities to invest in these industries. Community Engagement & Support  Support a number of causes with a focus on helping people find work, affordable housing, and become financially empowered.  Grant associates eight paid hours each year to donate their time to non - profit organizations.  Completed our 6 th annual Do More Charity Challenge®, bringing our total contribution to nearly $1.5 million to nonprofits in the communities we s erve.  Purchased loans from Habitat for Humanity in Fort Collins, Colorado to enable them to continue building much needed affordabl e h ousing. Human Capital  We believe that our Company’s long - term success is deeply tied to having a dedicated and engaged workforce and a commitment to t he communities we serve.  We strive for all of our associates to feel safe and empowered at work. To that end, we maintain a whistleblower hotline that al lows associates and others to anonymously voice concerns.  We invest in the professional development and long - term financial stability of our workforce by offering tuition reimbursement a nd the opportunity to participate in our 401(k) plan, which includes contribution matches from the Company. Additionally, we offer a stock purchase plan (ESPP) to ou r associates to purchase shares in our Company at a 10% discount. Equity, Diversity and Inclusion  Our Equity, Diversity and Inclusion efforts are driven by an Equity, Diversity and Inclusion Committee comprised of a multi - disc iplinary group of associates throughout NBH Bank with the support of the executive management team.  As of December 31, 2021, 68% of the Company’s workforce is female and 56% of the Company’s managerial roles are held by women.  In 2021, we hired 382 associates, and 70% of those new associates were female and 35% were minorities. NBH’s long - standing commitment to ESG in all of its business activities

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Appendix

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As of and for the six months ended Return on Average Tangible Assets and Return on Average Tangible Equity 30-Jun-22 31-Dec-21 31-Dec-20 31-Dec-19 31-Dec-18 31-Dec-17 31-Dec-16 Net income 38.7 $ 93.6 $ 88.6 $ 80.4 $ 61.5 $ 14.6 $ 23.1 $ Add: impact of core deposit intangible amortization expense, after tax 0.5 0.9 0.9 0.9 1.6 3.3 3.3 Net income adjusted for impact of core deposit intangible amortization expense, after tax 39.2 $ 94.5 $ 89.5 $ 81.3 $ 63.1 $ 17.8 $ 26.4 $ Average assets 7,203.0 $ 7,020.1 $ 6,326.3 $ 5,837.1 $ 5,607.5 $ 4,705.2 $ 4,652.0 $ Less: average goodwill and core deposit intangible, net of deferred tax asset related to goodwill (110.6) (111.9) (114.0) (116.1) (188.5) (53.0) (60.0) Average tangible assets (non-GAAP) 7,092.4 $ 6,908.2 $ 6,212.2 $ 5,721.0 $ 5,489.0 $ 4,652.3 $ 4,592.0 $ Average shareholders' equity 830.7 $ 846.5 $ 788.3 $ 737.9 $ 662.4 $ 546.7 $ 583.7 $ Less: average goodwill and core deposit intangible, net of deferred tax asset related to goodwill (110.6) $ (111.9) $ (114.0) $ (116.1) (118.5) (53.0) (60.0) Average tangible common equity (non-GAAP) 720.1 $ 734.6 $ 674.3 $ 621.8 $ 543.9 $ 493.8 $ 523.7 $ Return on average assets 1.08% 1.33% 1.40% 1.38% 1.10% 0.31% 0.50% Return on average tangible assets (non-GAAP) 1.11% 1.37% 1.44% 1.42% 1.15% 0.38% 0.57% Return on average equity 9.40% 11.06% 11.24% 10.89% 9.28% 2.67% 3.95% Return on average tangible common equity (non-GAAP) 10.97% 12.87% 13.27% 13.07% 11.60% 3.61% 5.04% As of and for the six months ended Fully Taxable Equivalent Net Interest Margin 30-Jun-22 Net interest income 102.7 $ Add: impact of taxable equivalent adjustment 2.6 Net interest income, fully taxable equivalent (non-GAAP) 105.3 $ Average earning assets 6,752.7 $ Net interest margin 3.07% Net interest margin, fully taxable equivalent (non-GAAP) 3.15% As of and for the years ended 41 Reconciliation of Non - GAAP Measures ($ in millions, except per share)

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As of and for the three months ended As of and for the six months ended Adjusted Financial Results 30-Jun-22 30-Jun-22 31-Dec-18 31-Dec-17 Adjustments to net income: Net income 20.4 $ 38.7 $ 61.5 $ 14.6 $ Adjustments (1) 0.8 $ 1.0 $ 6.3 20.4 Adjusted net income (non-GAAP) 21.1 $ 39.7 $ 67.8 $ 35.0 $ Adjustments to earnings per share: Earnings per share - diluted 1.27 $ 1.95 $ 0.53 $ Adjustments (1) 0.03 $ 0.21 0.73 Adjusted earnings per share - diluted (non-GAAP) 1.30 $ 2.16 $ 1.26 $ Adjustments to return on average tangible assets: Adjusted net income (non-GAAP) 39.7 $ 67.8 $ 35.0 $ Add: impact of CDI amortization expense, after tax 0.5 1.6 3.3 Adjusted net income excluding CDI amortization expense, after tax (non-GAAP) 40.1 69.4 38.3 Average tangible assets (non-GAAP) 7,092.4 5,489.0 4,652.3 Adjusted return on average tangible assets (non-GAAP) 1.14% 1.26% 0.82% Adjustments to return on average tangible common equity: Adjusted net income (non-GAAP) 39.7 $ 67.8 $ 35.0 $ Add: impact of CDI amortization expense, after tax 0.5 1.6 3.3 Adjusted net income excluding CDI amortization expense, after tax (non-GAAP) 40.1 $ 69.4 $ 38.3 $ Average tangible common equity (non-GAAP) 720.1 543.9 493.8 Adjusted return on average tangible common equity (non-GAAP) 11.24% 12.76% 7.75% (1) Adjustments: Non-interest expense adjustments: Acquisition-related expenses (2) 1.0 $ 1.3 $ 8.0 $ 2.7 $ Tax reform bonuses (3) - - - 0.5 Total pre-tax adjustments (non-GAAP) 1.0 1.3 8.0 3.2 Collective tax expense impact (0.2) (0.3) (1.6) (1.2) Deferred tax asset re-measurement - - - 18.5 Adjustments (non-GAAP) 0.8 $ 1.0 $ 6.3 $ 20.4 $ As of and for the years ended 42 Reconciliation of Non - GAAP Measures (cont’d) ($ in millions, except per share) (2) Represents non - recurring acquisition expense related to the Bank of Jackson Hole and Rock Canyon Bank acquisitions in the curren t year, and the Peoples acquisition in 2018 and 2017 (3) Represents a special $1,000 bonus payment to 491 associates made in connection with the Tax Cuts and Jobs Act enacted in 2017

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As of and for the three months ended As of and for the six months ended Efficiency Ratio 30-Jun-22 30-Jun-22 31-Dec-21 31-Dec-20 31-Dec-19 31-Dec-18 31-Dec-17 31-Dec-16 Net interest income 56.0 $ 102.7 $ 187.1 $ 192.9 $ 205.8 $ 197.4 $ 146.3 $ 145.6 $ Add: impact of taxable equivalent adjustment 1.3 2.6 5.2 5.1 5.1 4.5 5.9 4.1 Net interest income, FTE (non-GAAP) 57.4 $ 105.3 $ 192.3 $ 198.0 $ 210.9 $ 201.9 $ 152.2 $ 149.7 $ Non-interest income 16.8 $ 35.8 $ 110.4 $ 140.3 $ 82.8 $ 70.8 $ 39.2 $ 40.0 $ Non-interest expense 45.6 $ 89.6 $ 191.8 $ 206.2 $ 180.7 $ 189.3 $ 136.7 $ 136.0 $ Less: CDI asset amortization (0.3) (0.6) (1.2) (1.2) (1.2) (2.2) (5.3) (5.5) Non-interest expense, exluding CDI asset amortization 45.3 $ 89.0 $ 190.6 $ 205.0 $ 179.6 $ 187.2 $ 131.3 $ 130.5 $ Non-interest expense, exluding CDI asset amortization 45.3 $ 89.0 $ Acquisition-related expenses (1.0) (1.3) Adjusted non-interest expense (non-GAAP) 44.3 $ 87.8 $ Efficiency ratio 62.18% 64.29% 64.08% 61.52% 62.22% 69.78% 70.80% 70.30% Efficiency ratio FTE (non-GAAP) 61.06% 63.09% 62.99% 60.59% 61.15% 68.64% 68.63% 68.79% Adjusted efficiency ratio FTE (non-GAAP) 59.70% 62.19% As of and for the six months ended Pre-provision net revenue, FTE 30-Jun-22 31-Dec-21 31-Dec-20 31-Dec-19 31-Dec-18 31-Dec-17 31-Dec-16 Net interest income 102.7 $ 187.1 $ 192.9 $ 205.8 $ 197.4 $ 146.3 $ 145.6 $ Add: impact of taxable equivalent adjustment 2.6 5.2 5.1 5.1 4.5 5.9 4.1 Net interest income, FTE (non-GAAP) 105.3 $ 192.3 $ 198.0 $ 210.9 $ 201.9 $ 152.2 $ 149.7 $ Non-interest income 35.8 110.4 140.3 82.8 70.8 39.2 40.0 Non-interest expense (89.6) (191.8) (206.2) (180.7) (189.3) (136.7) (136.0) Pre-provision net revenue, FTE (non-GAAP) 51.5 $ 110.8 $ 132.1 $ 112.9 $ 83.4 $ 54.7 $ 53.7 $ As of and for the years ended As of and for the years ended 43 Reconciliation of Non - GAAP Measures (cont’d) ($ in millions, except per share) As of and for the three months ended As of and for the six months ended

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As of and for the six months ended Tangible Common Book Value Ratios 30-Jun-22 31-Dec-21 31-Dec-20 31-Dec-19 31-Dec-18 31-Dec-17 31-Dec-16 Total shareholders' equity 815.6 $ 840.1 $ 820.7 $ 766.9 $ 695.0 $ 532.4 $ 536.2 $ Less: goodwill and core deposit intangibles, net (120.8) (121.4) (122.6) (123.8) (124.9) (61.2) (66.6) Add: deferred tax liability related to goodwill 10.5 10.1 9.2 8.2 7.3 10.9 9.3 Tangible common equity (non-GAAP) 705.3 $ 728.8 $ 707.3 $ 651.4 $ 577.4 $ 482.0 $ 478.9 $ Total assets 7,168.0 $ 7,214.0 $ 6,660.0 $ 5,895.5 $ 5,676.7 $ 4,843.5 $ 4,573.0 $ Less: goodwill and core deposit intangibles, net (120.8) (121.4) (122.6) (123.8) (124.9) (61.2) (66.6) Add: deferred tax liability related to goodwill 10.5 10.1 9.2 8.2 7.3 10.9 9.3 Tangible assets (non-GAAP) 7,057.7 $ 7,102.7 $ 6,546.5 $ 5,780.0 $ 5,559.1 $ 4,793.1 $ 4,515.8 $ Total shareholders' equity to total assets 11.38% 11.65% 12.32% 13.01% 12.24% 10.99% 11.72% Tangible common equity to tangible assets (non-GAAP) 9.99% 10.26% 10.80% 11.27% 10.39% 10.06% 10.61% As of and for the years ended 44 Reconciliation of Non - GAAP Measures (cont’d) ($ in millions, except per share)

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Thank you.