National Bank (NBHC) M&A Announcement summary

Deal rationale and strategic fit

• Expands presence in high-growth Texas markets, especially Dallas-Fort Worth, leveraging strong demographic and economic trends and supporting small and medium-sized businesses.

• Accelerates growth strategy in Texas, the third largest state by deposits, with a projected 5.6% population growth over five years.

• Both organizations emphasize relationship banking, trust, and local expertise, with strong cultural alignment and leadership continuity, including Vista's CEO joining the executive team and leading Texas markets.

• Vista's commercial banking, private banking, and robust loan growth complement the acquirer's portfolio, providing a platform for future organic growth and additional M&A opportunities.

• The combined entity will adopt the Vista name (except for Bank of Jackson Hole), leveraging its bilingual appeal and brand strength, with retention of the Vista Bank brand in Texas.

Financial terms and conditions

• Transaction valued at $369 million (or $369.1 million), based on a $38.47 stock price, with 7.4 million shares issued and $84.8–$85 million in cash paid to Vista shareholders, subject to adjustments.

• Each Vista share exchanged for 3.1161 shares of acquirer and $31.62 in cash; consideration is approximately 80% stock and 20% cash.

• Pro forma combined assets of $12.4 billion, loans of $9.3 billion, and core deposits of $10.4 billion as of June 30, 2025.

• Purchase price represents 1.52x Vista's tangible book value per share (1.58x including all cash payments) and 11.0x 2026E net income (7.6x including cost savings).

• Projected 17% earnings accretion fully phased in by 2027, with tangible book value dilution earned back in about three years.

Synergies and expected cost savings

• 30% cost savings targeted, mainly from shared service and core system duplications, with 75% phased in during 2026 and 100% thereafter.

• Additional upside expected from cross-selling treasury management, trust, and wealth management services, and expanded product offerings.

• Significant revenue synergy opportunities identified, though not modeled.

• Full impact of cost savings expected to enhance earnings and efficiency.

• Transaction expected to be 17% accretive to earnings, assuming fully phased-in cost savings.