GBank Financial Holdings Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

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

GBank Financial Holdings Inc.

(Exact name of Registrant as Specified in Its Charter)

(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:

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

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Director

On October 28, 2025, Alan C. Sklar resigned from his position as a member of the Board of Directors of both GBank Financial Holdings Inc. (the "Company") and the GBank (the "Bank") effective immediately. Mr. Sklar’s resignation is not the result of any disagreement with respect to the Company’s operations, policies, or practices. The Company and Board of Directors thank Mr. Sklar for his longtime service and contributions.

A copy of the press release announcing Mr. Sklar's resignation is filed herewith as Exhibit 99.1, and is incorporated herein by reference.

Appointment of Director

On October 28, 2025, the Board of Directors of the Company appointed Timothy P. Herbst to serve as a Director of the Company effective October 28, 2025. Mr. Herbst has served on the Board of Directors of the Bank since 2007. There are no arrangements or understandings between Mr. Herbst and any other persons pursuant to which he was selected as a director, and there are no related person transactions within the meaning of Item 404(a) of Regulation S-K promulgated by the U.S. Securities and Exchange Commission between Mr. Herbst and the Company required to be disclosed herein.

A copy of the press release announcing Mr. Herbst's appointment is filed herewith as Exhibit 99.2, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

99.1 Press Release dated November 5, 2025 of GBank Financial Holdings Inc.

99.2 Press Release dated November 5, 2025 of GBank Financial Holdings Inc.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.