New GBank (NASDAQ: GBFH) bank CEO Jeffrey Newgard to earn $500k salary

(High)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

GBank Financial Holdings Inc. appointed Jeffrey K. Newgard as President and Chief Executive Officer of its wholly owned bank subsidiary, GBank, effective June 8, 2026. Edward M. Nigro will continue as Executive Chairman of GBank, maintaining leadership continuity at the bank level.

Newgard’s employment agreement includes a $500,000 annual base salary, a $100,000 sign-on bonus subject to pro-rata repayment under certain termination scenarios, eligibility for an annual incentive bonus of up to 50% of base salary, and a guaranteed target bonus at that level for fiscal 2026. He will receive 20,000 shares of restricted stock with three-year vesting and up to $165,000 in relocation-related reimbursements, subject to repayment conditions. Separately, A. Lee Finley resigned from the board of directors of GBank Financial Holdings Inc. on May 19, 2026.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Base salary: $500,000 per year Sign-on bonus: $100,000 Target incentive bonus: 50% of base salary +3 more

6 metrics

Base salary $500,000 per year Annual base salary for Jeffrey Newgard as GBank President and CEO

Sign-on bonus $100,000 One-time sign-on bonus for Jeffrey Newgard with pro-rata repayment conditions

Target incentive bonus 50% of base salary Annual executive incentive bonus opportunity and guaranteed target for fiscal 2026

Restricted stock grant 20,000 shares Restricted stock award to Jeffrey Newgard with three-year vesting

Relocation reimbursement $50,000 Reimbursement cap for relocation costs from Boise to Las Vegas

Housing-related reimbursement $115,000 Reimbursement cap for realtor fees and housing closing costs

Key Terms

restricted stock, executive annual incentive bonus program, emerging growth company, Regulation FD, +1 more

5 terms

restricted stock financial

"In addition, Mr. Newgard will be granted an award of 20,000 shares of restricted stock, subject to a three-year vesting."

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

executive annual incentive bonus program financial

"Mr. Newgard will be eligible to participate in the executive annual incentive bonus program and will be eligible to receive cash compensation of up to 50% percent of his base salary."

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Regulation FD regulatory

"for complying with its disclosure obligations under Regulation FD (Fair Disclosure) promulgated by the U.S. Securities and Exchange Commission"

Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.

bank holding company financial

"GBank Financial Holdings Inc. is a bank holding company headquartered in Las Vegas, Nevada"

A bank holding company is a parent corporation that owns one or more banks and other financial businesses, like a household that controls several shops under the same roof. Investors care because this structure determines how the business is regulated, how it raises capital, pays dividends, and absorbs losses; it can make a banking group safer or riskier and affects the value and liquidity of the company’s shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 05/19/2026 - 04:05 PM

FAQ

What leadership change did GBank Financial Holdings Inc. (GBFH) announce?

GBank appointed Jeffrey K. Newgard as President and Chief Executive Officer of its bank subsidiary, GBank, effective June 8, 2026. Edward M. Nigro will remain Executive Chairman of GBank, providing continuity while bringing in a seasoned community banking executive to run daily operations.

What is Jeffrey Newgard’s compensation package at GBank (GBFH)?

Jeffrey Newgard will receive a $500,000 annual base salary and a $100,000 sign-on bonus. He is eligible for an annual incentive bonus of up to 50% of base salary and is guaranteed a 50% target bonus for fiscal 2026, plus 20,000 restricted shares.

What equity award will the new GBank CEO Jeffrey Newgard receive?

Jeffrey Newgard will be granted 20,000 shares of restricted stock in connection with his appointment. These shares are subject to a three-year vesting schedule, aligning part of his total compensation with the long-term performance and value of GBank Financial Holdings Inc.

What relocation benefits is GBank providing to Jeffrey Newgard?

GBank will reimburse Jeffrey Newgard up to $50,000 for relocation costs from Boise to Las Vegas and $115,000 for realtor fees and housing closing costs. These reimbursements are subject to specified conditions of repayment if he leaves under certain circumstances.

Did GBank Financial Holdings Inc. (GBFH) report any board changes?

Yes. On May 19, 2026, A. Lee Finley resigned as a member of the board of directors of GBank Financial Holdings Inc. The filing does not indicate any related transactions or family relationships and focuses on the leadership transition at the bank subsidiary.

What prior experience does new GBank CEO Jeffrey Newgard bring?

Jeffrey Newgard most recently led Bank of Idaho Holding Company and Bank of Idaho as Chairman, President and CEO. Under his leadership, assets reportedly grew from $250 million to $1.3 billion between 2015 and 2025, culminating in a sale to Glacier Bancorp, Inc.

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

     Date of Report (Date of earliest event reported): May 15, 2026

    

GBank Financial Holdings Inc.

(Exact name of Registrant as Specified in Its Charter)


Nevada	001-42621	82-3869786
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9115 West Russell Road Suite 110
Las Vegas, Nevada		89148
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (702) 851-4200

    

(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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	GBFH	The Nasdaq Stock Market LLC

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.

Appointment of Officer

On May 15, 2026, the board of directors (the “Board”) of GBank Financial Holdings Inc. (the “Company”) and the board of directors of the Company’s wholly owned bank subsidiary, GBank (“GBank”), approved the appointment of Jeff Newgard as President and Chief Executive Officer of GBank, effective June 8, 2026. In connection with this appointment, Edward M. Nigro, who currently serves as Executive Chairman and Chief Executive Officer of GBank, will continue to serve as Executive Chairman of GBank.

Mr. Newgard, age 54, most recently served as Chairman, President and Chief Executive Officer of Bank of Idaho since July 2015. Prior to joining Bank of Idaho, Mr. Newgard served as Executive Vice President and Eastern Region President of HomeStreet Bank from November 2013 through June 2015. Prior to HomeStreet Bank, Mr. Newgard served as President and Chief Executive Officer of Yakima National Bank from January 2005 through October 2013, and as Columbia Region President of American West Bank from August 2003 through December 2004. Mr. Newgard also currently serves as a director and the Chair of the Audit and Finance Committees of Jentzsch Kearl Farms, a prominent agricultural producer in Southern Idaho. Mr. Newgard received a Bachelor of Arts degree from Walla Walla College and a Master of Business Administration from Washington State University, and is a graduate of the Graduate School of Banking at Colorado.

In connection with his appointment, Mr. Newgard and GBank entered into an employment agreement, pursuant to which Mr. Newgard will receive a base salary of $500,000 annually. Mr. Newgard will also receive a sign-on bonus of $100,000, and Mr. Newgard has agreed to repay a pro-rata portion of such bonus should he voluntarily terminate his employment, or should GBank terminate his employment for cause, within one year following his start date. Mr. Newgard will be eligible to participate in the executive annual incentive bonus program and will be eligible to receive cash compensation of up to 50% percent of his base salary, subject to achievement of certain financial and business performance targets. Pursuant to his employment agreement, Mr. Newgard is guaranteed a target bonus of 50% of his base salary for the 2026 fiscal year if his employment commences on or about June 8, 2026.

In addition, Mr. Newgard will be granted an award of 20,000 shares of restricted stock, subject to a three-year vesting. Mr. Newgard will also be reimbursed for up to $50,000 for his costs to relocate from Boise, Idaho to Las Vegas, Nevada, as well as $115,000 for realtor fees and closing costs in connection with housing, both subject to certain conditions of repayment.

There are no family relationships between Mr. Newgard and any of the Company or GBank’s current directors or executive officers. There are no arrangements or understandings between Mr. Newgard and any other persons pursuant to which he was appointed to his position. Mr. Newgard does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the press release announcing Mr. Newgard’s appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Resignation of Director

On May 19, 2026, A. Lee Finley resigned from his position as a member of the Board of Directors of GBank Financial Holdings Inc. effective immediately.

Item 9.01 Financial Statements and Exhibits.

99.1 Press Release dated May 19, 2026 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.


			GBANK FINANCIAL HOLDINGS INC.

Date:	May 19, 2026	By:	/s/ Edward M. Nigro
			Edward M. Nigro Executive Chairman and Chief Executive Officer

Exhibit 99.1

Company Release – 05/19/2026

GBank Financial Holdings Inc. and GBank Announce Jeff Newgard to Become President and Chief Executive Officer of GBank

LAS VEGAS, NV, May 19, 2026 -- GBank Financial Holdings Inc. (the “Company”) (Nasdaq: GBFH) and GBank are pleased to announce the appointment of Jeffrey K. Newgard as the President and Chief Executive Officer of GBank, the Company’s wholly owned subsidiary, commencing June 8, 2026. Edward M. Nigro shall continue as Executive Chairman of GBank.

Mr. Newgard most recently served as Chairman, President and Chief Executive Officer of the Bank of Idaho Holding Company (BOID) (OTCQX) a regional bank holding company headquartered in Idaho Falls, and its solely owned subsidiary, the Bank of Idaho. Mr. Newgard’s extensive experience in commercial banking operations, capital markets and strategic acquisitions led the Bank of Idaho from $250 million in assets to $1.3 billion from 2015 through 2025, culminating in a sale of BOID to Glacier Bancorp, Inc. in a transaction valued at approximately 17.3x trailing 12-month earnings.

"Jeff Newgard’s demonstrated knowledge in banking, capital markets, acquisitions, and creating shareholder value provides a strong foundation for GBank to expand its unique business model while ensuring the growth and the solid performance of GBank,” said Ed Nigro.

Jeff Newgard said, "GBank has built an impressive franchise with unique national payments and Gaming FinTech capabilities combined with strong Commercial and SBA lending platforms. I am honored to join Ed Nigro, the Board of Directors, and the entire GBank team to build on this strong foundation and pursue the many opportunities ahead."

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.

Available Information

The Company routinely posts important information for investors on its web site (under www.gbankfinancialholdings.com and, more specifically, under the News & Media tab at https://www.gbankfinancialholdings.com/press-releases). The Company intends to use its web site as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD (Fair Disclosure) promulgated by the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, investors should monitor the Company’s web site, in addition to following the Company’s press releases, SEC filings, public conference calls, presentations and webcasts.

The information contained on, or that may be accessed through, the Company’s web site is not

incorporated by reference into, and is not a part of, this document.

For Further Information, Contact:

GBank Financial Holdings Inc.

Edward M. Nigro

Chief Executive Officer and President

702-851-4200

enigro@g.bank

Source: GBank Financial Holdings Inc.

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

2 documents

Press Releases

EX-99.1 EX-99.1 20.2 KB