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.

(c) Designation of Principal Executive Officer

On June 26, 2025, the Board of Directors of GBank Financial Holdings Inc. (the “Company”) reviewed and considered the roles and responsibilities of the Company’s executive officers and determined that Mr. Edward M. Nigro, the current Executive Chairman of the Company, is the principal executive officer of the Company and should be designated as such for U.S. Securities and Exchange Commission (“SEC”) reporting purposes.

Previously, Mr. T. Ryan Sullivan, the President and Chief Executive Officer of the Company, was designated as the principal executive officer of the Company for SEC reporting purposes. Mr. Sullivan will continue to serve as President and Chief Executive Officer of the Company and his role and responsibilities within the organization have not been diminished.

The information required by Items 401(b), (d), (e) and Item 404(a) of Regulation S-K is incorporated herein by reference to the Company’s definitive proxy statement on Schedule 14A for the Company’s 2025 annual meeting of stockholders, filed with the SEC on July 2, 2025.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

104 Cover Page Interactive Data File (formatted as Inline XBRL).

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.