GBank Financial Holdings SEC Filings

Schedule 13G filing for Ontrak, Inc. (OTRK) details the passive ownership of several related investment entities controlled by Michael Bigger.

Positions as of 27 June 2025

• Bigger Capital Fund LP and District 2 Capital Fund LP each owned 325,000 common shares, representing 4.59 % of the 7,084,537 shares outstanding.
• Because he controls both funds’ general partners, Michael Bigger may be deemed to own 650,000 shares, or 9.17 % of the class.

Additional securities not included in the percentages

• 716,667 pre-funded warrants per fund, subject to a 9.99 % ownership cap.
• 4,166,668 common warrants per fund; exercise requires shareholder approval and is capped at 4.99 % ownership.

Post-event update (7 July 2025)

• Each fund reduced its common-stock position to roughly 123,000 shares.
• Given the 4.99 %/9.99 % caps and pending shareholder approval on the warrants, no reporting person now owns at least 5 % of Ontrak’s common stock.

The group filed under Rule 13d-1(c) and certifies the holdings were not acquired to influence control of the issuer.

GBank Financial Holdings Inc. (GBFH) filed a Form 4 disclosing a routine equity grant to director William Hornbuckle. On 07/02/2025, Hornbuckle acquired 201 shares of common stock at a stated price of $0 under the company’s director compensation plan (transaction code “A”). Following the grant, his beneficial ownership totals 22,647 shares held directly and 399,285 shares held indirectly through a revocable grantor trust. No derivative security activity was reported. The filing was signed on 07/07/2025 by attorney-in-fact Jeffery Whicker.

GBank Financial Holdings Inc. (GBFH) – Form 4 insider transaction

Director Charles William Griege Jr. reported acquiring 194 shares of common stock on 07/02/2025 under the company’s director compensation plan at a stated price of $0. Following the award, he now holds 108,782 shares directly.

In addition, the filing discloses indirect ownership of 319,289 shares through Blue Lion Opportunity Master Fund LP, for which Mr. Griege is the sole member and President of the general partner. He expressly disclaims beneficial ownership of those shares except to the extent of his pecuniary interest.

No derivative securities were reported, and there were no dispositions. The transaction is administrative in nature, represents a de minimis increase in equity, and does not change control percentages or board composition.

GBank Financial Holdings Inc. (GBFH) – Form 4 filed 7 July 2025

Director and Corporate Secretary Todd Anthony Nigro disclosed the award of 316 common shares on 2 July 2025 under the company’s director compensation plan at $0.00 per share. After the grant, he directly owns 6,297 shares.

Indirectly, Nigro reports:

• 280,694 shares held by EVOL Capital Holdings LLC, for which beneficial ownership is disclaimed except for his pecuniary interest.
• 51,520 shares distributed among four trusts (12,880 shares each) established for his minor children; beneficial ownership is disclaimed.

No derivative securities were acquired or disposed of, and no shares were sold. The reported grant is small relative to Nigro’s existing direct and indirect positions and does not materially alter insider ownership levels or the public float.

Incyte Corporation (INCY) – Form 4 insider filing

Executive Vice President of Human Resources Paula J. Swain reported a Code F transaction dated 07/02/2025. The company automatically withheld 6,285 common shares at a fair-market price of $68.17 to satisfy tax obligations triggered by the vesting of previously granted restricted and performance stock units. After this non-open-market withholding, Swain’s direct beneficial ownership totals 101,059 common shares, including 34,329 unvested RSUs/PSUs.

The filing represents routine administrative tax settlement; no discretionary purchase or sale of shares occurred.

Lionsgate Studios Corp. (LION) – Form 4 insider transaction

The filing discloses three equity transactions by Chief Financial Officer James W. Barge on 07/03/2025 related to the vesting of previously granted restricted share units (RSUs):

• 47,996 common shares acquired at $0 cost upon vesting of 75% of a performance-based RSU grant (Transaction Code A).
• 24,664 shares automatically withheld and cancelled at $5.80 to cover tax liabilities arising from the vesting of 63,994 RSUs (Code F).
• 24,372 shares likewise withheld at $5.85 to satisfy taxes on the newly vested performance RSUs (Code F).

After the netted transactions, the executive’s direct beneficial ownership stands at 1,700,204 common shares, an increase of 23,624 shares compared with the 1,676,580 shares reported after the first withholding entry. No open-market purchases or sales occurred; all movements were administrative in nature under the 2025 Performance Incentive Plan.

The footnotes reveal an additional 529,772 unvested RSUs with various vesting schedules between July 2025 and July 2028, underscoring continued equity alignment with shareholders.

Overall, the filing signals routine equity compensation activity with modest ownership accretion for the CFO and no immediate cash outlay by the insider.

GBank Financial Holdings Inc. (GBFH) – Form 4 insider filing

Director Alan Curtis Sklar reported the grant of 276 shares of common stock on 07/02/2025 under the company’s director compensation plan at $0 cost. Following the award, Sklar’s direct holding increased to 5,618 shares. He also reports indirect ownership of 503,243 shares through Sklar Family LP and 100 shares through Sklar Family LLC. No derivative securities were involved and there were no dispositions.

The filing is routine compensation-related and does not reflect open-market buying or selling. Given the small size of the award relative to Sklar’s existing >500 K indirect stake, the transaction is unlikely to be material to GBFH’s share float or insider-sentiment analysis.

GBank Financial Holdings Inc. (GBFH) has released its 2025 Definitive Proxy Statement in advance of the virtual Annual Meeting scheduled for 2:00 p.m. PT on Friday, 1 August 2025. Only holders of the 14,042,011 outstanding shares of common stock as of the 13 June 2025 record date are entitled to vote.

Key voting items

• Proposal 1 – Election of three Class III directors (Kathryn S. Lever, Todd A. Nigro, Alan C. Sklar) to serve until the 2028 AGM. Directors are elected by plurality; cumulative voting is not permitted.
• Proposal 2 – Ratification of RSM US LLP as independent registered public accounting firm for fiscal year ending 31 Dec 2025. Requires majority of votes cast.

The Board unanimously recommends shareholders vote FOR all proposals. Proxies are solicited by the Board and may be voted via mail, internet, telephone, or at the meeting platform (Zoom ID 856 1782 9948; password 066066).

Corporate governance highlights

• Board size fixed at ten; currently 60 % (6/10) independent under Nasdaq rules.
• Separate Chair (Edward M. Nigro) and CEO (T. Ryan Sullivan) roles; majority-independent Audit, Compensation, and Nominating & Governance Committees.
• Audit Committee chaired by Kathryn S. Lever; Lever and Charles W. Griege, Jr. are designated “audit committee financial experts.”
• Average 2024 Board attendance exceeded 75 % except for Ms. Lever.
• Virtual-only meeting structure is allowed under Nevada law, expected to reduce cost and expand access.

Executive compensation (FY 2024)

• Executive Chairman Edward M. Nigro: total comp $829k (base $250k; bonus $194k; stock $366k; other $20k).
• CEO T. Ryan Sullivan: total comp $1.0 m (base $400k; bonus $194k; stock $366k; other $43k).
• EVP & Chief SBA Officer Nancy M. DeCou: total comp $4.37 m, driven by $4.00 m in SBA-related commissions.

The company qualifies as an “emerging growth company” and therefore provides scaled disclosure; no Say-on-Pay vote is required this year.

Notable operational context from biographies

• GBFH shares began trading on Nasdaq in 2025; the bank has appeared on OTCQX “Best 50” for three consecutive years and S&P’s Top-100 community bank list (2016-2022).
• The bank continues to expand its Gaming FinTech initiatives, including launch of a Visa credit card tailored to the gaming sector (2022).

Shareholders can access full proxy materials, the 2024 Annual Report and voting instructions at www.gbankfinancialholdings.com/annual-meeting.