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
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Date of Report (Date of earliest event reported): October 22, 2026 |
GBank Financial Holdings Inc.
(Exact name of Registrant as Specified in Its Charter)
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Nevada |
001-42621 |
82-3869786 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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9115 West Russell Road Suite 110 |
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Las Vegas, Nevada |
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89148 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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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:
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Title of each class
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Trading
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Name of each exchange on which registered
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Common Stock, par value $0.0001 per share |
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GBFH |
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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.
(b) Resignation of Edward M. Nigro as Executive Chairman and Chief Executive Officer
On October 22, 2026, Mr. Edward M. Nigro (“Mr. Nigro”), Executive Chairman and Chief Executive Officer of GBank Financial Holdings Inc. (the “Company”) and Executive Chairman of its wholly owned subsidiary, GBank (the “Bank”), in connection with the previously approved planned leadership succession of the Company and the Bank, tendered his resignation to the Boards of Directors of the Company and the Bank as Executive Chairman and Chief Executive Officer of the Company and as Executive Chairman and a director of the Bank. On October 22, 2026, the Boards of Directors of the Company and the Bank voted to accept Mr. Nigro’s resignations, effective immediately. Mr. Nigro will continue to serve as a director of the Company.
Mr. Nigro, who was a founding member of the Company, served as Executive Chairman of the Board of Directors of the Company and the Bank since 2017 and 2007, respectively. The Company and the Bank are deeply appreciative of Mr. Nigro for his years of dedicated service and contributions to the Company and the Bank. The Company and the Bank have entered into a Separation Agreement with Mr. Nigro, the terms of which are described below.
(c), (d) Appointment of Jeffrey K. Newgard as President, Chief Executive Officer and Director
The Company’s Board of Directors has determined that Jeffrey K. Newgard (“Mr. Newgard”), President and Chief Executive Officer of the Bank, will assume the roles of President and Chief Executive Officer of the Company upon effectiveness of Mr. Nigro’s resignation. The Board of Directors of the Company have also designated Mr. Newgard as the principal executive officer of the Company. Mr. Newgard will retain the titles of President and Chief Executive Officer of the Bank.
Mr. Newgard, age 55, was appointed to the roles of President and Chief Executive Officer of the Bank on May 15, 2026, effective on June 8, 2026. Mr. Newgard 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.
On October 22, 2026, the Board of Directors of the Company also appointed Mr. Newgard to serve as a director of the Company, effective immediately. Mr. Newgard will fill the vacancy on the Board of Directors resulting from the resignation of Mr. Lee Finley earlier this year, and will serve until the 2029 annual meeting of shareholders, or until his successor has been duly elected and qualified or until his earlier death, resignation or removal from office. On October 22, 2026, the Board of Directors of the Bank also appointed Mr. Newgard to serve as Chairman of the Bank Board of Directors, effective immediately.
There are no family relationships between Mr. Newgard and any of the Company’s 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 issued by the Company on October 22, 2026 in connection with Mr. Nigro’s resignation and Mr. Newgard’s appointment as President, Chief Executive Officer and director of the Company is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.
(e) Amended and Restated Employment Agreement with Jeffrey K. Newgard
The Company intends to enter into an amended and restated employment agreement (the “Employment Agreement”) with Mr. Newgard in connection with his appointment as the President and Chief Executive Officer of the Company. Once determined, the terms of such Employment Agreement will be disclosed in an amendment to this Form 8-K.
(e) Separation Agreement with Edward M. Nigro
On October 22, 2026, the Company and the Bank entered into a Separation Agreement with Mr. Nigro in connection with his resignation as the Executive Chairman and Chief Executive Officer of the Company and Executive Chairman of the Bank (the “Separation Agreement”). The Separation Agreement replaces Mr. Nigro’s prior Intercompany Shared Employment Agreement with the Company and the Bank, dated January 31, 2024 (the “Edward Nigro Employment Agreement”), and neither the Company, the Bank nor Mr. Nigro are obligated under the terms of such Edward Nigro Employment Agreement, including any rights and benefits provided to Mr. Nigro
thereunder, except as set forth in the Separation Agreement. Under the terms of the Separation Agreement, Mr. Nigro will receive (i) an amount equal to $425,000 annualized from the Separation Date, as such term is defined in the Separation Agreement, through the Term End Date, as such term is defined in the Separation Agreement, (ii) the pro rated portion of the cash bonus which Mr. Nigro would be entitled to receive under the Executive Annual and Long-Term Incentive Plan of the Company for the period beginning January 1, 2026 through the Separation Date, (iii) payment or reimbursement of COBRA premiums for an eighteen-month period from and after the Separation Date, (iv) reimbursement of reasonable and documented legal fees (not to exceed $10,000) with respect to the review and negotiation of the Separation Agreement, and (v) assistance with respect to Mr. Nigro’s individual ongoing reporting obligations with the Securities and Exchange Commission. Under the Separation Agreement, Mr. Nigro will remain eligible for (i) vested and unvested equity awards; (ii) any vested and accrued benefits under the benefit plans of the Company and the Bank; and (iii) Mr. Nigro’s rights to indemnification and directors’ and officers’ liability insurance coverage.
The foregoing description of the Separation Agreement is a summary only, and accordingly, does not purport to be complete and is qualified in its entirety to the full text of the Separation Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1: Separation Agreement, dated October 22, 2026, by and among GBank Financial Holdings Inc., GBank, and Edward M. Nigro (Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished.).
99.1: Press Release, dated October 22, 2026, issued by GBank Financial Holdings Inc.
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.
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GBANK FINANCIAL HOLDINGS INC. |
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Date: |
October 22, 2026 |
By: |
/s/ Jeffrey K. Newgard |
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Jeffrey K. Newgard,
President and Chief Executive Officer |
Exhibit 99.1
GBank Financial Holdings Names Jeff Newgard president anD Chief executive officer
Jeff Newgard Appointed President, Chief Executive Officer and Director. James K. Sims Appointed Independent Chairman. Edward Nigro stepping down as Chief Executive Officer and Executive Chairman
LAS VEGAS, October 22, 2026 — GBank Financial Holdings Inc. (Nasdaq: GBFH) (“GBFH” and together with GBank, a wholly owned subsidiary of GBFH, the “Company”), today announced that the Board of Directors of GBFH (the “Board”) has unanimously approved its planned leadership succession. Edward Nigro, the Company’s Founder, Executive Chair, and Chief Executive Officer, has transitioned to the Board and has stepped down as Executive Chair and director of GBank. Jeff Newgard, GBank’s President and Chief Executive Officer, has been appointed President and Chief Executive Officer and a director of the Company. Mr. Newgard has also been appointed as Chairman of the GBank board of directors. Mr. Nigro has served the Company and GBank as the Executive Chairman since GBank’s founding in 2007. During Mr. Nigro’s tenure as Executive Chairman, the Company has grown from $22 million to approximately $1.4 billion in total assets as of June 30, 2026. Mr. Nigro will continue to serve as a director of the Company.
“Ed has achieved remarkable success at the Company and is an invaluable and integral part of our organization. With Ed’s continued guidance and support as a member of the Board, we believe now is the right time to implement this leadership succession” said James Sims, a director of the Company and incoming Chairman of the Board. “On behalf of the entire Board and our dedicated GBank employees, we thank Ed for his years of service, commitment to innovation, and tenacious belief in the Company’s success.”
Mr. Newgard joined the Company in June 2026 after serving as Chairman, President and Chief Executive Officer of Bank of Idaho, where he helped grow the institution from approximately $250 million to $1.3 billion in assets before its acquisition by Glacier Bancorp. His experience spans commercial banking, acquisitions, organizational development and the scaling of financial institutions.
“In the short time that Jeff has been at the Company, he has proven himself to be an exceptional leader with significant proven banking expertise. His appointment reflects the confidence he has quickly built with the executive team and the Board. I have deep confidence in Jeff and our path forward,” said William Hornbuckle, a Board member and
Chair of the Nominating and Governance Committee. “I look forward to working with Jeff in his new role and continuing to work alongside Ed. We are all committed to a seamless transition,” concluded Mr. Hornbuckle.
“Ed is a pioneer with an incredible vision of how banking and gaming can be fully integrated and transformed. I am honored and grateful to serve as GBFH’s next CEO and am committed to a smooth transition by building upon our team to deliver value to our clients and our shareholders,” said Mr. Newgard.
This leadership transition reflects a succession-planning process intended to build on the Company’s existing strengths and capitalize on the future opportunity to scale the Company’s banking and fintech operations and build durable shareholder value. The Company believes the new leadership structure combines proven banking leadership, technology and innovation experience, strong corporate governance and a broad base of industry expertise while preserving the institutional knowledge and entrepreneurial strengths that helped build the Company. The Board reflects that breadth of experience. In addition to Mr. Nigro and Mr. Newgard, the Board is comprised of the following directors:
•Mr. Sims, incoming Chairman of the Board and Chairman of the Company’s Gaming FinTech Committee, brings more than three decades of experience as a technology entrepreneur, operator, investor and public-company director. He founded Cambridge Technology Partners and led the business to approximately $625 million in annual revenue and 4,500 employees, and has founded, led or helped scale numerous technology and innovation businesses.
•Todd A. Nigro, Vice Chair, brings entrepreneurial, real-estate, finance and gaming experience.
•Mr. Hornbuckle, Chair of the Nominating and Corporate Governance Committee. brings decades of extensive global gaming, hospitality and digital-gaming leadership.
•Kathryn S. Lever, Chair of the Audit Committee, brings deep experience across gaming, fintech, payments, law, risk and corporate governance.
•Charles W. Griege, Jr. brings more than 30 years of capital-markets experience and deep expertise investing in financial institutions.
•Timothy P. Herbst brings decades of operating and gaming experience.
•Michael C. Voinovich, Chair of the Compensation Committee, brings more than two decades of financial-services, investment-banking and capital markets experience, together with extensive public- and community-bank board leadership and payments-industry expertise.
For more information, please refer to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC) on October 22, 2026, which can be found on the Company’s website: www.gbankfinancialholdings.com
Third Quarter 2026 Earnings Call
The Company will report third quarter 2026 results on October 28, 2026, and will host a conference call at 2:00 PM PT.
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.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of applicable securities laws, including statements about the Company's leadership and strategy. These statements are based upon the current expectations and beliefs of management and are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, including those described in the
Company's most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release.
For Further Information, Contact:
Investor Relations
Financial Profiles, Inc.
Meghan O’Leary or Lisa Fortuna
GBank@finprofiles.com
Public Relations
Financial Profiles
Pat Burek
pburek@finprofiles.com
