[Form 4] GBank Financial Holdings Inc. Insider Trading Activity

Rhea-AI Filing Summary

Kingstone Companies, Inc. (NASDAQ: KINS) filed an 8-K announcing the appointment of Randy L. Patten as Chief Financial Officer, effective 25 Aug 2025. Patten, 51, brings 28 years of property-and-casualty insurance finance experience, most recently as VP, Chief Accounting Officer & Treasurer at NEXT Insurance, and previously as Interim Co-CFO and Controller at United Fire Group (UFCS).

• Employment term runs through 25 Aug 2028.
• Base salary: $400,000.
• Target annual bonus: 25 % of salary; 2025 floor of $35,000.
• Sign-on cash bonus: $200,000, paid on start date.
• Equity: $600,000 in restricted stock, vesting 25 % / 25 % / 50 % over three years under the 2024 Equity Plan.

The hire fills a critical executive post and may strengthen financial management and investor relations. No other operational or financial metrics were disclosed. Related exhibits include the press release (Ex. 99.1) and the full employment agreement (Ex. 99.2).

Positive

• Experienced CFO hired: 28-year insurance veteran may improve financial controls and market credibility.
• Long-term equity alignment: $600k restricted stock grant vests over three years, incentivising retention and performance.

Negative

• Added compensation expense: $200k sign-on bonus and $400k salary increase operating costs.
• Potential dilution: New equity grant, while modest, adds to share count over vesting period.

Insights

Senior Insurance Sector Analyst

TL;DR: Seasoned insurance finance executive becomes KINS CFO; modestly positive for governance and credibility.

Patten’s background at NEXT Insurance and United Fire Group aligns closely with Kingstone’s P&C focus, bringing depth in accounting, capital management and investor outreach. The multi-year contract and equity grant suggest commitment to long-term turnaround efforts after recent underwriting volatility. Compensation is market-normal for a ~$100 m market-cap carrier, so dilution and cash outlay are limited. While immediate earnings impact is negligible, stronger financial stewardship can lower capital-market costs and support future rate filings. Overall, the event is incrementally favorable but not transformative.

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^*

Fersdahl David Jon

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP/Card & Payments (GBank)

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2025

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

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

X	Form filed by One Reporting Person
	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	08/04/2025		S		2,840	D	$37.8124	2,027	D
Common Stock	08/05/2025		S		160	D	$37.83	1,867	D

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

Explanation of Responses:

	/s/ David J. Fersdahl	08/05/2025
	** 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

When will Randy L. Patten become CFO of KINS?

August 25, 2025 is the effective start date.

What is the compensation package for the new Kingstone CFO?

Base salary $400k, 25 % target bonus (min $35k for 2025), $200k sign-on bonus, and $600k restricted stock.

How long is the employment term for the new CFO at Kingstone Companies?

The employment agreement runs until August 25, 2028.

What prior experience does Randy Patten bring to Kingstone Companies (KINS)?

He served as VP, CAO & Treasurer at NEXT Insurance and previously held senior finance roles, including Interim Co-CFO, at United Fire Group.

Does the 8-K include any financial results or earnings guidance?

No, the filing focuses solely on the CFO appointment; no earnings or guidance updates were provided.

Where can investors find the full employment agreement?

It is filed as Exhibit 99.2 to the 8-K.

Is the press release part of the filing?

Yes, the press release announcing the appointment is furnished as Exhibit 99.1.