GBank Financial Director Awarded Stock in Routine Form 4 Disclosure

Rhea-AI Filing Summary

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.

Positive

• Director alignment: Mr. Griege’s equity award modestly increases insider ownership, maintaining board-shareholder alignment.
• Timely disclosure: Filing within Section 16 requirements underscores the company’s governance compliance.

Negative

• Immaterial size: The 194-share award is too small to convey meaningful insider sentiment or affect share supply.

Insights

Financial Analyst

TL;DR: Small, routine director stock award; negligible impact on valuation or float.

The 194-share grant adds roughly $0 consideration equity to the director’s holdings, taking his direct stake to 108,782 shares. Even when combined with the 319,289 shares held indirectly via Blue Lion Opportunity Master Fund LP, the incremental change is immaterial to GBFH’s market capitalization or daily trading liquidity. The filing signals continued board-level alignment but carries no earnings, cash-flow or strategic implications. I classify the event as not impactful for investors.

Corporate Governance Advisor

TL;DR: Routine compensation grant; shows compliance with Section 16 reporting.

This Form 4 reflects standard board compensation practice—equity awards to reinforce alignment with shareholder interests. Timely filing and explicit 10b5-1 reference demonstrate governance discipline. However, the nominal share count (194) and $0 acquisition price mean there is no signal of insider conviction or material information about company outlook. Governance posture remains positive, but the market impact is neutral.

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
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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^*

Griege Charles William Jr.

(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
	Officer (give title below)		Other (specify below)

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		194(1)	A	$0	108,782	D
Common Stock								319,289	I	By Blue Lion Opportunity Master Fund, LP(2)

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^*

Griege Charles William Jr.

(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
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Blue Lion Opportunity Master Fund LP

(Last) (First) (Middle)

4443 NEWMORE AVE

(Street)

DALLAS TX 75209

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Shares granted under director compensation plan.

2. Shares are owned by Blue Lion Opportunity Master Fund, LP, a limited partnership formed under the laws of the Cayman Islands ("BLOMF"). The general partner of BLOMF is Blue Lion Opportunity GP, LLC a Delaware limited liability company ("BLOGP"). The Reporting Person is the sole member and President of BLOGP. The Reporting Person disclaims beneficial ownership of the securities owned by BLC 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.

Remarks:

Exhibit List - Power of Attorney and Authorization Form

	/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 Director Charles Griege acquire?

He acquired 194 common shares on 07/02/2025.

What is Charles Griege’s total direct ownership after the transaction?

His direct holdings increased to 108,782 shares.

How many GBFH shares does he hold indirectly?

The Form 4 reports 319,289 shares held indirectly via Blue Lion Opportunity Master Fund LP.

Was the transaction part of a 10b5-1 trading plan?

The checkbox indicates the transaction could be under Rule 10b5-1(c), satisfying affirmative-defense conditions.

Did the filing report any derivative securities?

No, Table II lists no derivative securities acquired or disposed of.

Does this insider transaction impact GBFH’s control structure?

No, the small share count does not materially affect overall ownership percentages.