Item 8.01 Other Events.

On September 1, 2022, National Bank Holdings Corporation, a Delaware corporation (the "Company"), filed an automatic shelf registration statement on Form S-3 (File No. 333-267226) (the "Registration Statement") with the Securities and Exchange Commission under the Securities Act of 1933, as amended, covering an unspecified amount of securities, including shares of its Class A common stock, par value $0.01 per share (the "Common Stock").

On November 1, 2022, the Company filed a prospectus supplement to the Registration Statement (the "Resale Prospectus Supplement") covering the resale of up to 3,669,535 shares of Common Stock, which may be used by the selling stockholders identified therein to resell shares of Common Stock received by the selling shareholders in connection with the Agreement and Plan of Merger, dated March 31, 2022, by and between the Company and Bancshares of Jackson Hole Incorporated, a Wyoming corporation ("BOJH") (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, the Company agreed to file with the Securities and Exchange Commission a prospectus supplement registering for resale the shares of Common Stock issued to stockholders of BOJH upon consummation of the merger contemplated by the Merger Agreement.

The Company is filing this report to provide the legal opinion as to the validity of the securities covered by the Resale Prospectus Supplement, and the consents of the Company's counsel, Squire Patton Boggs (US) LLP, and independent registered public accounting Firm, FORVIS LLP, which opinion and consents, respectively, are attached hereto as Exhibits 5.1, 23.1 and 23.2.

Item 9.01 Financial Statements and Exhibits






Exhibit No.  Description of Exhibit
    5.1        Opinion of Squire Patton Boggs (US) LLP
               Consent of Squire Patton Boggs (US) LLP (included in Exhibit 5.1
    23.1     hereto)
    23.2       Consent of Forvis, LLP
             Cover Page Interactive Data File - The cover page XBRL tags are
    104      embedded within the inline XBRL document.

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