[8-K] GBank Financial Holdings Inc. Reports Material Event

Rhea-AI Filing Summary

GBank Financial Holdings Inc. reported board changes. On October 28, 2025, Alan C. Sklar resigned from the Boards of the Company and GBank, and the Company stated his resignation was not the result of any disagreement with operations, policies, or practices. The Board appointed Timothy P. Herbst as a Director of the Company effective the same day; he has served on the Bank’s Board since 2007. Press releases dated November 5, 2025 were filed as Exhibits 99.1 and 99.2.

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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): October 28, 2025

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.

Resignation of Director

On October 28, 2025, Alan C. Sklar resigned from his position as a member of the Board of Directors of both GBank Financial Holdings Inc. (the "Company") and the GBank (the "Bank") effective immediately. Mr. Sklar’s resignation is not the result of any disagreement with respect to the Company’s operations, policies, or practices. The Company and Board of Directors thank Mr. Sklar for his longtime service and contributions.

A copy of the press release announcing Mr. Sklar's resignation is filed herewith as Exhibit 99.1, and is incorporated herein by reference.

Appointment of Director

On October 28, 2025, the Board of Directors of the Company appointed Timothy P. Herbst to serve as a Director of the Company effective October 28, 2025. Mr. Herbst has served on the Board of Directors of the Bank since 2007. There are no arrangements or understandings between Mr. Herbst and any other persons pursuant to which he was selected as a director, and there are no related person transactions within the meaning of Item 404(a) of Regulation S-K promulgated by the U.S. Securities and Exchange Commission between Mr. Herbst and the Company required to be disclosed herein.

A copy of the press release announcing Mr. Herbst's appointment is filed herewith as Exhibit 99.2, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

99.1 Press Release dated November 5, 2025 of GBank Financial Holdings Inc.

99.2 Press Release dated November 5, 2025 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:	November 5, 2025	By:	/s/ Jeffery E. Whicker
			Jeffery E. Whicker Executive Vice President and Chief Financial Officer

FAQ

What did GBank Financial (GBFH) announce in this 8-K?

The Company announced that Alan C. Sklar resigned from the Boards of the Company and GBank, and Timothy P. Herbst was appointed as a Company director.

When were the director changes at GBFH effective?

Both the resignation of Alan C. Sklar and the appointment of Timothy P. Herbst were effective on October 28, 2025.

Did GBFH cite any disagreements related to the resignation?

No. The Company stated Mr. Sklar’s resignation was not the result of any disagreement with respect to operations, policies, or practices.

Who is Timothy P. Herbst in relation to GBFH?

Timothy P. Herbst was appointed as a Director of the Company and has served on the Board of Directors of the Bank since 2007.

Were there any related person transactions disclosed for Timothy P. Herbst?

No. The filing states there are no related person transactions under Item 404(a) of Regulation S-K to disclose.

What exhibits accompanied the announcement?

Press releases dated November 5, 2025 were filed as Exhibits 99.1 (resignation) and 99.2 (appointment).

What is GBFH’s stock listing information?

Common Stock (par value $0.0001) trades on The Nasdaq Stock Market LLC under the symbol GBFH.