GBank Financial (GBFH) Insider Update: Small Equity Grant to Director

Rhea-AI Filing Summary

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.

Insights

Securities Analyst

TL;DR: Routine 316-share grant; negligible impact on ownership structure or valuation.

The Form 4 reveals a standard director compensation grant rather than an open-market purchase, signalling no incremental cash commitment by the insider. Nigro’s direct stake rises to 6,297 shares—immaterial versus the 280k+ shares held indirectly through EVOL Capital Holdings. Because the filing involves neither sizable acquisitions nor dispositions, it does not change the supply-demand balance for GBFH shares and should be viewed as neutral from a market-impact perspective.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Nigro Todd Anthony

(Last) (First) (Middle)

9115 WEST RUSSELL ROAD

SUITE 110

(Street)

LAS VEGAS NV 89148

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GBank Financial Holdings Inc. [ GBFH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SECRETARY

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/02/2025		A		316(1)	A	$0	6,297	D
Common Stock								280,694	I	By EVOL Capital Holdings, LLC(2)
Common Stock								12,880(3)	I	By Trust for the benefit of Reporting Person's minor daughter
Common Stock								12,880(3)	I	By Trust for the benefit of Reporting Person's minor daughter
Common Stock								12,880(3)	I	By Trust for the benefit of Reporting Person's minor son
Common Stock								12,880(3)	I	By Trust for the benefit of Reporting Person's minor son

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Nigro Todd Anthony

(Last) (First) (Middle)

9115 WEST RUSSELL ROAD

SUITE 110

(Street)

LAS VEGAS NV 89148

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SECRETARY

1. Name and Address of Reporting Person^*

EVOL Capital Holdings LLC

(Last) (First) (Middle)

9115 WEST RUSSELL ROAD

SUITE 110

(Street)

LAS VEGAS 89148

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Secretary

Explanation of Responses:

1. Shares granted under the director compensation plan.

2. The Reporting Person disclaims beneficial ownership of the securities owned by EVOL Capital Holdings LLC, a Nevada limited liability company except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

3. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Remarks:

Exhibit List - Power of Attorney and Authorization Letter

	/s/ Jeffery Whicker, Attorney-in-fact	07/07/2025
	/s/ Jeffery Whicker, Attorney-In-Fact	07/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many GBFH shares did Todd Anthony Nigro acquire in the latest Form 4?

He received 316 common shares on 02-Jul-2025 under the director compensation plan.

What is Nigro’s total direct ownership of GBFH after the transaction?

His direct holding increased to 6,297 shares.

Does the filing report any sales or dispositions of GBFH stock?

No. The Form 4 lists only an acquisition; there were no sales or derivative transactions.

How many GBFH shares are held indirectly through EVOL Capital Holdings LLC?

EVOL Capital Holdings LLC holds 280,694 shares, which Nigro disclaims except for his pecuniary interest.

Are there any derivative securities involved in this Form 4?

No derivative securities were reported as acquired or disposed of.