Financial Analysis

Note 20 Commitments and Contingencies Commitments In the normal course of business, the Company enters into various off-balance sheet commitments to help meet the financing needs of clients. These financial instruments include commitments to extend credit, commercial and consumer lines of credit and standby letters of credit. The same credit policies are applied to these commitments as the loans in the consolidated statements of financial condition; however, these commitments involve varying degrees of credit risk in excess of the amount recognized in the consolidated statements of financial condition. The total amounts of unused commitments do not necessarily represent future credit exposure or cash requirements, as commitments often expire without being drawn upon. However, the contractual amount of these commitments, offset by any additional collateral pledged, represents the Companys potential credit loss exposure. Total unfunded commitments at December 31, 2025 and 2024 were as follows: December 31, 2025 December 31, 2024 Commitments to fund loans $ 499,960 $ 663,859 Unfunded commitments under lines of credit 640,181 752,861 Commercial and standby letters of credit 7,987 10,760 Total unfunded commitments $ 1,148,128 $ 1,427,480 Commitments to fund loans Commitments to fund loans are legally binding agreements to lend to clients in accordance with predetermined contractual provisions provided there have been no violations of any conditions specified in the contract. These …

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The following table presents non-interest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, and non-interest expense in-scope of Topic 606 for the years ended December 31, 2025, 2024 and 2023. For the years ended December 31, 2025 2024 2023 Non-interest income In-scope of Topic 606: Service charges and other account-related fees $ 23,612 $ 21,605 $ 22,623 Bank card fees 17,821 18,963 19,636 Other non-interest income 5,717 5,606 4,665 Non-interest income (in-scope of Topic 606) 47,150 46,174 46,924 Non-interest income (out-of-scope of Topic 606) 20,416 15,057 16,993 Total non-interest income $ 67,566 $ 61,231 $ 63,917 Non-interest expense In-scope of Topic 606: Other non-interest expense (1) $ (50) $ (385) $ (20) Total revenue in-scope of Topic 606 $ 47,100 $ 45,789 $ 46,904 (1) Other non-interest expense includes net gains (losses) from sales of OREO. …

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Note 15 Stock-based Compensation and Benefits The Company provides stock-based compensation primarily in accordance with shareholder-approved plans. On May 9, 2023, shareholders approved the 2023 Omnibus Incentive Plan, which replaced the 2014 Omnibus Incentive Plan, pursuant to which the Company grants equity awards. Pursuant to the Omnibus Plan, the Compensation Committee of the Board of Directors has the authority to grant, from time to time, awards of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, other stock-based awards, or any combination thereof to eligible persons. As of December 31, 2025, 878,446 shares of common stock were available for issuance under the Omnibus Plan. Any shares subject to awards issued under the Omnibus Plan are counted against the amount available for issuance as one share for every one share granted. The Omnibus Plan provides for recycling of shares, the terms of which are further described in the Omnibus Plan. Upon an option exercise, it is the Companys policy to issue shares from treasury stock. To date, the Company has issued stock options, restricted stock and PSUs under the plans. If awarded, the Compensation Committee sets the option exercise price at the time of grant, but in no case is the exercise price less than the fair market value of a share of Company common stock at the date of grant. During 2023, the Compensation Committee approved the adoption of the 2UniFi Plan, an equity …

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Note 10 Goodwill and Intangible Assets Goodwill and other intangible assets In connection with our acquisitions, the Companys goodwill was $306.0 million as of December 31, 2025 and 2024. Goodwill is measured as the excess of the fair value of consideration paid over the fair value of net assets acquired. No goodwill impairment was recorded during the years ended December 31, 2025 or 2024. The gross carrying amounts of other intangible assets and the associated accumulated amortization at December 31, 2025 and December 31, 2024, are presented as follows: December 31, 2025 December 31, 2024 Gross Net Gross Net carrying Accumulated carrying carrying Accumulated carrying amount amortization amount amount amortization amount Core deposit intangible $ 91,566 $ (60,739) $ 30,827 $ 91,566 $ (55,417) $ 36,149 Customer relationship intangible 17,000 (6,059) 10,941 17,000 (4,024) 12,976 Acquired technology intangible 2,300 (1,150) 1,150 2,300 (690) 1,610 Total $ 110,866 $ (67,948) $ 42,918 $ 110,866 $ (60,131) $ 50,735 The Company is amortizing intangibles from acquisitions over a weighted average period of 9.8 years from the date of the respective acquisitions. The core deposit and customer relationship intangibles are being amortized over a weighted average period of 10 years, and the acquired technology intangible is being amortized over a weighted average period of five years. The Company recognized other intangible assets amortization expense of $7.8 million and $7.9 million and $ …

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Note 18 Income Taxes Income tax expense attributable to income before taxes was $24.1 million, $26.4 million and $33.6 million for 2025, 2024 and 2023, respectively. (a) Income taxes Total income taxes for 2025, 2024 and 2023 were allocated as follows: For the years ended December 31, 2025 2024 2023 Current expense: U.S. federal $ 6,067 $ 19,076 $ 30,319 State and local 1,539 3,502 5,750 Total current income tax expense 7,606 22,578 36,069 Deferred expense (benefit): U.S. federal 14,514 2,993 (1,564) State and local 1,935 861 (951) Total deferred income tax expense (benefit) 16,449 3,854 (2,515) Income tax expense $ 24,055 $ 26,432 $ 33,554 (b) Tax Rate Reconciliation The reconciliation between the income tax expenses and the amounts computed by applying the U.S. federal income tax rate to pretax income is as follows: For the years ended December 31, 2025 2024 2023 U.S. federal statutory income tax rate $ 28,062 21.00% $ 30,502 21.00% $ 36,876 21.00% Domestic federal reconciling items: Tax credits: Research credits (550) (0.41)% (1,600) (1.10)% (2,400) (1.37)% Other (92) (0.07)% (92) (0.06)% (92) (0.05)% Nontaxable and nondeductible items: Tax exempt municipal interest income, net (6,483) (4.85)% (4,480) (3.08)% (4,437) (2.53)% Other, net 400 0.30% (545) (0.38)% (259) (0.15)% Other (26) (0.02)% (800) (0.55)% 75 0.04% Domestic state and local income taxes, net of federal effect (1) 2,744 2.05% 3,447 2.37% 3,791 2.17% Income tax expense $ 24,055 18.00% $ 26,432 18.20% $ 33,554 …

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Note 8 Leases Right-of-use lease assets totaled $26.6 million and $25.9 million as of December 31, 2025 and 2024, respectively, and were included in other assets in the consolidated statements of financial condition. The related lease liabilities totaled $29.5 million and $28.9 million as of December 31, 2025 and 2024, respectively, and were included in other liabilities in the consolidated statements of financial condition. The Company has operating leases for banking centers, corporate offices and ATM locations, with remaining lease terms ranging from two months to 18 years. The Company only included reasonably certain renewal options in the lease terms. The weighted-average remaining lease term for our operating leases was 6.7 years and 7.8 years at December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the weighted-average discount rates were 3.27% and 3.41%, respectively, utilizing the Companys incremental FHLB borrowing rate for borrowings of a similar term at the date of lease commencement. Rent expense totaled $6.4 million and $6.2 million for the years ended December 31, 2025 and 2024, respectively, and was recorded within occupancy and equipment in the consolidated statements of operations. Lease payments do not include non-lease components such as real estate taxes, insurance and common area maintenance. Below is a summary of undiscounted future minimum lease payments as of December 31, 2025: Years ending December 31, Amount 2026 $ 4,917 2027 4 …

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Note 14 Revenue from Contracts with Clients Revenue is recognized when obligations under the terms of a contract with clients are satisfied. Below is the detail of the Companys revenue from contracts with clients, including service charges and other deposit account related fees, bank card fees and other non-interest income. Other non-interest income includes trust and wealth management fees and Cambr fee income. Service charges and other account-related fees Service charge fees are primarily comprised of monthly service fees, check orders and other deposit account related fees. Other fees include revenue from processing wire transfers, bill pay service, cashiers checks and other services. The Companys performance obligation for account analysis fees and monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Check orders and other deposit account-related fees are largely transactional based, and therefore, the Companys performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to clients accounts. Bank card fees Bank card fees are primarily comprised of debit card income, ATM fees, merchant services income and other fees. Debit card income is primarily comprised of interchange fees earned whenever the Companys debit cards are processed through …

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Note 23 Business Segment The Company has aligned its operations into one reportable segment. The Companys primary operations are conducted through its wholly owned banking subsidiaries, which offer a full range of traditional banking products and financial services, including mortgage banking services and trust and wealth management services. At December 31, 2025, the Company had made eight community bank acquisitions, all of which operate utilizing a centralized core technology platform and operating policies, and therefore are all consolidated under one reportable segment. The Company provides community banking services or products and conducts its business operations within the United States. The identification of the business segment was determined based on the nature of services provided and managements evaluation of the consolidated financial information. The accounting policies of the segment are the same as those described in Note 2 summary of significant accounting policies. The Company has identified the CODM as the Chairman and Chief Executive Officer. The CODM analyzes key metrics including consolidated net income and its major components to strategize and allocate resources. Revenue and expenses reviewed by the CODM are consistent with the consolidated statement of operations, and the measure of segment assets reviewed by the CODM is consistent with total consolidated assets on the balance sheet. As part of this analysis, the CODM receives financial information o …

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Note 2 Summary of Significant Accounting Policies a) Cash and cash equivalents Cash and cash equivalents include cash, cash items, amounts due from other banks, amounts due from the FRB of Kansas City, federal funds sold, and interest-bearing bank deposits. b) Investment securities Investment securities may be classified in three categories: trading, available-for-sale or held-to-maturity. Management determines the appropriate classification at the time of purchase and reevaluates the classification at each reporting period. Any sales of available-for-sale securities are for the purpose of executing the Companys asset/liability management strategy, reducing borrowings, funding loan growth, providing liquidity, or eliminating a perceived credit risk in a specific security. Held-to-maturity securities are carried at amortized cost, and the available-for-sale securities are carried at estimated fair value. Unrealized gains or losses on securities available-for-sale are reported as AOCI, a component of shareholders equity, net of income tax. Gains and losses realized upon sales of securities are calculated using the specific identification method. Premiums and discounts are amortized to interest income over the estimated lives of the securities. Prepayment experience is periodically evaluated and a determination made regarding the appropriate estimate of the future rates of prepayment. When a change in a bonds estimated remaining life is necessary, a corresponding adjustment is m …

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Note 16 Common Stock The Company had 37,772,516 and 38,054,482 shares of Class A common stock, and zero shares of Class B common stock, outstanding at December 31, 2025 and 2024, respectively. Additionally, the Company had 303,156 and 292,014 shares of restricted Class A common stock issued but not yet vested at December 31, 2025 and 2024, respectively. These shares are not included in our total shares outstanding until such time that they are vested; however, these shares have voting and dividend rights prior to vesting. On May 9, 2023, the Company announced a program to repurchase up to $50.0 million of the Companys common stock from time to time in either the open market or through privately negotiated transactions in accordance with applicable regulations of the SEC. During the year ended December 31, 2025, the Company repurchased 416,795 shares of common stock for $15.2 million at a weighted average price per share of $36.40. The remaining authorization under the 2023 program as of December 31, 2025 was $34.8 million. At December 31, 2025, no time limit had been set for completion of the program. …

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Note 25 Subsequent Events Vista Acquisition On January 7, 2026, the Company completed its acquisition of Vista Bancshares, Inc., the bank holding company of Texas-based Vista Bank. Pursuant to the agreement executed in September 2025, the Company paid cash consideration and issued shares of the Companys common stock in exchange for all of the outstanding common stock of Vista Bancshares, Inc. The transaction was valued at approximately $377.7 million in the aggregate, including $89.0 million in cash and 7.3 million shares of the Companys common stock, based on the closing price of $39.51 on January 6, 2026. The acquisition added 12 banking centers to the Companys footprint, including 11 within the Dallas/Ft. Worth, Austin and Lubbock regions of Texas and one banking center in Palm Beach, Florida. With the completion of the acquisition, NBHC has approximately $12.4 billion in pro forma assets and $10.5 billion in pro forma deposits, before final purchase accounting adjustments. Acquisition-related costs totaling $7.2 million for the year ended December 31, 2025 are reflected in the Companys consolidated statements of operations. The Company determined that this acquisition constitutes a business combination as defined in ASC Topic 805, Business Combinations . Accordingly, as of the date of the acquisition, the Company is recording the assets acquired and liabilities assumed at fair value. The Company determined fair values in accordance with the guidance provided in ASC Topic …

SubsequentEventsTextBlock · excerpt; the full note is in the filing