GBank Financial Holdings Inc. Completes $11.0 Million Subordinated Debt Offering

Rhea-AI Summary

GBank Financial Holdings (NASDAQCM: GBFH) completed a private placement on Jan 14, 2026 of $11.0 million aggregate principal of 7.25% Fixed-to-Floating Rate Subordinated Notes due Jan 15, 2036. The Notes pay a fixed 7.25% coupon until Jan 15, 2031, then reset quarterly to Three-Month SOFR + 382 bps through maturity.

The company intends to use net proceeds for general corporate purposes, including refinancing $6.5 million of existing subordinated debt issued in 2020. The Notes are structured to qualify as Tier 2 capital for regulatory purposes, are redeemable by the company on or after Jan 15, 2031 at 100% of principal plus accrued interest, and are unsecured and not FDIC insured. Janney Montgomery Scott and Piper Sandler served as joint placement agents.

Positive

• Raises $11.0 million in additional capital
• Proceeds to refinance $6.5 million existing sub debt
• Notes structured to qualify as Tier 2 capital

Negative

• Fixed coupon of 7.25% until Jan 15, 2031 increases interest expense
• Post-2031 rate resets to SOFR + 382 bps, raising future cost risk
• Notes are unsecured and not FDIC insured

News Market Reaction – GBFH

+1.58%

1 alert

+1.58% News Effect

On the day this news was published, GBFH gained 1.58%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Subordinated notes issued: $11.0 million Coupon (fixed period): 7.25% Existing sub debt: $6.5 million +5 more

8 metrics

Subordinated notes issued $11.0 million Aggregate principal amount of subordinated notes due 2036

Coupon (fixed period) 7.25% Fixed interest rate until January 15, 2031

Existing sub debt $6.5 million Existing subordinated debt issued in 2020 to be redeemed

Maturity date January 15, 2036 Final maturity of subordinated notes

Fixed-rate period end January 15, 2031 Date from which notes switch to floating rate

Floating-rate spread 382 basis points Spread over Three-Month Term SOFR after January 15, 2031

Redemption price 100% of principal Optional redemption on or after January 15, 2031, plus accrued interest

Regulatory capital treatment Tier 2 capital Notes structured to qualify as Tier 2 capital for GBank

Market Reality Check

Price: $31.25 Vol: Volume 42,891 is below th...

normal vol

$31.25 Last Close

Volume Volume 42,891 is below the 20-day average of 58,697, indicating muted trading interest pre-announcement. normal

Technical Shares at $32.36 are trading below the 200-day MA of $37.68 and about 28.09% under the 52-week high.

Peers on Argus

GBFH was down 1.08% pre-news. Peers were mixed: EGBN (+4.27%), FMNB (+1.58%), TC...

GBFH was down 1.08% pre-news. Peers were mixed: EGBN (+4.27%), FMNB (+1.58%), TCBX (+1.18%), while HONE (-1.79%) and SUPV (-2.13%) also declined, suggesting some broader regional bank weakness alongside stock-specific factors.

Historical Context

5 past events · Latest: Dec 10 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 10	Gaming partnership	Positive	+3.3%	Regulatory approvals enabling BoltBetz cashless wagering rollout in Nevada.
Nov 07	Executive appointment	Positive	-0.5%	Appointment of experienced General Counsel to support growth and compliance.
Nov 05	Board resignation	Negative	-2.9%	Founding director resigns from company and bank boards after long tenure.
Nov 05	Board appointment	Positive	-2.9%	Longtime bank director added to holding company board to bolster governance.
Oct 28	Earnings update	Neutral	-0.9%	Q3 2025 earnings with revenue growth but higher credit costs and expenses.

Pattern Detected

Recent news has often seen limited follow-through, with positive strategic and governance updates sometimes met by flat or negative price reactions.

Recent Company History

Over the last few months, GBank reported Q3 2025 results with net income of $4.3M and net revenue of $20.2M, alongside rising credit provisions and nonaccrual balances. Governance changes included a founding director’s resignation and the appointment of Timothy P. Herbst to the board. Regulatory approvals for partner BoltBetz supported expansion of its gaming-related fintech offering. Against this backdrop, the new $11.0M subordinated debt adds regulatory capital while refinancing $6.5M of 2020 sub debt.

Market Pulse Summary

This announcement details a $11.0M private placement of 7.25% fixed-to-floating subordinated notes d...

Analysis

This announcement details a $11.0M private placement of 7.25% fixed-to-floating subordinated notes due 2036, structured as Tier 2 capital and partly used to redeem $6.5M of 2020 sub debt. It builds on prior growth and gaming-fintech initiatives while adding longer-term funding. Investors may watch future filings for impacts on net interest margin, capital ratios, and how additional leverage interacts with credit trends highlighted in recent quarterly results.

Key Terms

subordinated notes, tier 2 capital, three-month term secured overnight financing rate, sofr, +3 more

7 terms

subordinated notes financial

"aggregate principal amount of 7.25% Fixed-to-Floating Rate Subordinated Notes due 2036"

Subordinated notes are loans companies issue that rank below other debts for repayment, meaning holders get paid only after higher-priority creditors if the issuer runs into trouble. Because they act like being farther back in line at a buffet, they usually offer higher interest to compensate for greater risk, so investors watch them for potential higher returns but also increased chance of loss and sensitivity to the issuer’s financial health.

tier 2 capital regulatory

"The Notes were structured to qualify as Tier 2 capital for GBank"

Tier 2 capital is the secondary cushion a bank holds to absorb losses after its core capital is used, made up of items like long-term subordinated debt and certain reserves. Think of it as a backup battery that kicks in only after the main battery fails; it matters to investors because its size and quality affect a bank’s regulatory strength, creditworthiness, and the safety of dividends and bond payments under stress.

three-month term secured overnight financing rate financial

"floating rate equal to the Three-Month Term Secured Overnight Financing Rate"

A three-month term secured overnight financing rate is a benchmark interest rate that represents the cost today of borrowing money, secured by high-quality collateral, for a standing period of three months based on overnight secured funding transactions. Investors use it like a yardstick for pricing loans, bonds and derivatives and for gauging short-term funding costs—similar to agreeing now on the interest you’ll pay to borrow money over the next three months while leaving a valuable item as collateral.

sofr financial

"rate equal to the Three-Month Term Secured Overnight Financing Rate (“SOFR”) plus 382 basis points"

The Secured Overnight Financing Rate (SOFR) is a market benchmark that measures the cost of borrowing cash overnight using U.S. Treasury securities as collateral. Investors watch SOFR because it acts like a speedometer for short-term interest costs—affecting loan rates, bond yields and the pricing of interest-rate contracts—so movements change borrowing expenses, cash returns and the value of interest-sensitive investments.

basis points financial

"floating rate equal to the ... SOFR plus 382 basis points"

Basis points are a way to measure small changes in interest rates or percentages, where one basis point equals 0.01%. For example, if a loan's interest rate increases by 50 basis points, it's gone up by 0.50%. They help people understand tiny differences in rates that can add up over time, making financial comparisons clearer.

redemption price financial

"Any redemption will be at a redemption price equal to 100% of the principal"

The redemption price is the amount of money a person receives when they sell or redeem a bond or investment before it matures. It’s important because it determines how much you get back and can affect your overall profit or loss on the investment. Think of it like the price you get when returning a gift card early—it's the value you receive at that time.

federal deposit insurance corporation regulatory

"not a deposit and is not insured by the Federal Deposit Insurance Corporation"

A U.S. government agency that insures customer deposits at member banks up to a set limit, acting like a safety net so people don’t lose their cash if a bank fails. It matters to investors because it helps maintain confidence in the banking system, reduces the chance of sudden withdrawals or bank runs, and can influence the stability and share prices of banks and financial markets.

AI-generated analysis. Not financial advice.

LAS VEGAS, Jan. 15, 2026 (GLOBE NEWSWIRE) -- GBank Financial Holdings Inc (the “Company”) (NASDAQCM: GBFH), the parent company for GBank (the “Bank”), today announced the completion of a private placement on January 14, 2026, of $11.0 million in aggregate principal amount of 7.25% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Notes”). The Company intends to utilize the net proceeds for general corporate purposes, including refinancing existing indebtedness.

“We have always maintained a high capital ratio to sustain our balance sheet growth, and the execution of this sub debt provides additional funds to redeem the $6.5 million of existing sub debt issued in 2020 while increasing our GBFH available capital,” said Edward M. Nigro, Executive Chairman and CEO.

The Notes were structured to qualify as Tier 2 capital for GBank for regulatory capital purposes. The Notes initially bear a fixed interest rate of 7.25% until January 15, 2031, after which time and until maturity on January 15, 2036, the interest rate will reset quarterly to an annual floating rate equal to the Three-Month Term Secured Overnight Financing Rate (“SOFR”) plus 382 basis points. The Notes are redeemable by the Company at its option, in whole or in part, on or after January 15, 2031. Any redemption will be at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest.

Janney Montgomery Scott LLC and Piper Sandler & Co. served as joint placement agents for the offering. Sklar Williams PLLC served as legal counsel to the Company, and Squire Patton Boggs (US) LLP served as legal counsel to the placement agents.

The offer and sale of the Notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release is for informational purposes only and shall not constitute an offer to sell, or the solicitation of an offer to buy, any security, nor shall there be any sale in any jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The indebtedness evidenced by the unsecured Notes is not a deposit and is not insured by the Federal Deposit Insurance Corporation or any other government agency or fund.

About GBank Financial Holdings Inc.

GBank Financial Holdings Inc. is a bank holding company headquartered in Las Vegas, Nevada, and is listed on the Nasdaq Capital Market under the symbol “GBFH.” Our national payment and Gaming FinTech business lines serve gaming clients across the U.S. and feature the GBank Visa Signature® Card—a tailored product for the gaming and sports entertainment markets. The Bank is also a top national SBA lender, now operating across 40 states. Through our wholly owned bank subsidiary, GBank, we operate two full-service commercial branches in Las Vegas, Nevada to provide a broad range of business, commercial and retail banking products and services to small businesses, middle-market enterprises, public entities and affluent individuals in Nevada, California, Utah, and Arizona. Please visit www.gbankfinancialholdings.com for more information.

Forward-looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include (i) expressions about management’s confidence and strategies, (ii) management’s current views and expectations about new and existing programs and products, relationships, opportunities, technology and market conditions, and (iii) statements of assumptions underlying such statements. These statements may be identified by such forward-looking terminology as “continues,” “expect,” “look,” “believe,” “anticipate,” “may,” “will,” “should,” “projects,” “strategy” or similar statements. Actual results may differ materially from such forward-looking statements, and no reliance should be placed on any forward-looking statement because they involve known and unknown risks, uncertainties and other factors, some of which are beyond the control of the Company and the Bank. Due to these and other possible uncertainties and risks, the Company can give no assurance that the results contemplated in the forward-looking statements will be realized and readers are cautioned not to place undue reliance on the forward-looking statements contained in this press release. For a list of factors which could cause results to differ materially from such forward-looking statements, see the Company’s filings with the SEC, including those risk factors identified in the “Risk Factors” section and elsewhere in the Company’s prospectus dated April 24, 2025, filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on April 25, 2025, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (File No. 333-285750), and other documents the Company files or furnishes with the SEC from time to time. The statements in this press release are made as of the date hereof, even if subsequently made available by the Company on its website or otherwise. The Company assumes no obligation for updating any such forward-looking statements at any time, except as required by applicable law. All forward-looking statements, express or implied, included in this press release are qualified in their entirety by this cautionary statement.

For Further Information, Contact:

GBank Financial Holdings Inc.
Edward M. Nigro
Chairman and CEO
702-851-4200
enigro@g.bank

Source: GBank Financial Holdings Inc.

FAQ

What did GBFH announce on Jan 14, 2026 regarding subordinated debt?

GBFH completed a private placement of $11.0 million of 7.25% Fixed-to-Floating Subordinated Notes due Jan 15, 2036.

How will GBFH use proceeds from the $11.0 million notes offering?

The company intends to use net proceeds for general corporate purposes, including refinancing $6.5 million of existing subordinated debt issued in 2020.

When do the GBFH notes switch from fixed to floating interest?

The notes bear fixed 7.25% interest until Jan 15, 2031, then reset quarterly to Three-Month SOFR + 382 bps through maturity.

Are the GBFH subordinated notes redeemable and when?

Yes; the company may redeem the notes in whole or part on or after Jan 15, 2031 at 100% of principal plus accrued interest.

Do GBFH subordinated notes qualify as regulatory capital?

The notes were structured to qualify as Tier 2 capital for GBank for regulatory capital purposes.