Scot Levine (GBFH) Reports Sales and Equity Awards; Options Vesting Begins

Rhea-AI Filing Summary

Scot M. Levine, EVP and CRO of GBank Financial Holdings Inc. (GBFH), reported multiple transactions in common stock and equity awards. On 09/12/2025 Mr. Levine acquired 8,000 shares of common stock and sold 2,350 shares the same day at $39.288 per share. He later sold 5,650 shares on 09/15/2025 at $39.067, leaving 0 shares of common stock following those disposals. The filing also discloses 3,600 shares of restricted stock and an incentive stock option covering 8,000 underlying shares (granted 09/12/2024) that began vesting with the first installment on 09/12/2025. The reporting person holds derivative positions totaling 32,000 shares beneficially owned following the transactions.

Positive

• Equity incentives granted: Reporting person received 3,600 restricted shares and an incentive stock option covering 8,000 shares, aligning compensation with future performance.
• Structured vesting: The incentive option vests in five equal annual installments beginning 09/12/2025, supporting long-term retention.
• Significant derivative exposure: Reporting person beneficially owns 32,000 derivative/option-equivalent shares after the transactions, providing upside alignment with shareholders.

Negative

• Open-market disposals: Sold 2,350 shares on 09/12/2025 at $39.288 and 5,650 shares on 09/15/2025 at $39.067, reducing direct common stock holdings to 0.
• Immediate decrease in liquid common holdings: The reporting person now holds no direct common stock following the transactions, which may reduce direct insider share ownership visibility.

Insights

Financial Analyst

TL;DR: Insider executed small open-market sales while receiving equity incentives; holdings now shift from open stock to option/restricted stock exposure.

From a market-impact perspective, the transactions are modest in absolute share counts but notable in composition. Total open common shares were reduced to zero after two block sales (2,350 and 5,650 shares) executed at about $39.29 and $39.07, respectively, suggesting liquidity-driven or portfolio-rebalancing activity rather than asset accumulation. Simultaneously, the reporting person received equity compensation: 3,600 restricted shares and an incentive option for 8,000 shares that vests over five years starting 09/12/2025. The disclosed 32,000 derivative-equivalent holdings indicate meaningful long-term upside exposure through options rather than immediate share ownership. For investors, these actions change the insider's economic alignment toward vested-equity incentives.

Corporate Governance Expert

TL;DR: Compensation and insider sales disclosed; vesting schedule and restricted stock reflect standard executive incentive design.

The filing documents routine executive equity compensation and concurrent sales. The incentive stock option was granted on 09/12/2024 and vests in five equal annual installments with the first vesting on 09/12/2025, per the explanation. The grant of 3,600 restricted shares and the structured option vesting align executive interests with long-term performance. The immediate post-transaction zero common stock balance signals that the executive moved to hold incentive-based securities rather than open common shares, which is consistent with retention-focused pay design. No governance red flags or unusual transfer mechanisms are evident in the filed disclosures.

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

1. Name and Address of Reporting Person^*

Levine Scot Michael

(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, CRO (GBank)

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

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	09/12/2025		M		8,000	A	$20.31	8,000	D
Common Stock	09/12/2025		S		2,350	D	$39.288	5,650	D
Common Stock	09/15/2025		S		5,650	D	$39.067	0	D
Common Restricted Stock								3,600(1)	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
Incentive Stock Option	$20.31	09/12/2025		M			8,000	(2)	10/07/2034	Common Stock	8,000	$0	32,000	D

Explanation of Responses:

1. Shares granted in the form of restricted stock which vest according to the terms of each respective grant.

2. The option was granted on September 12, 2024 and vests in five (5) equal annual installments. The first installment vested September 12, 2025 and the next four installments will vest on September 12, 2026, 2027, 2028 and 2029.

	/s/ Scot M. Levine	09/16/2025
	** 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.
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FAQ

What transactions did Scot M. Levine report on Form 4 for GBFH?

The Form 4 reports acquisition of 8,000 common shares on 09/12/2025, sales of 2,350 shares on 09/12/2025 at $39.288, and sales of 5,650 shares on 09/15/2025 at $39.067.

How many restricted shares and options does the reporting person have?

The filing shows 3,600 restricted shares and an incentive stock option for 8,000 underlying shares; total derivative beneficial ownership reported is 32,000 shares.

When does the incentive option vest for GBFH insider Scot M. Levine?

The incentive option vests in five equal annual installments with the first installment vested on 09/12/2025 and subsequent installments on 09/12 of 2026, 2027, 2028 and 2029, per the filing explanation.

What is Scot M. Levine's current direct common stock holding after the reported trades?

Following the reported transactions, the Form 4 shows the reporting person holds 0 shares of common stock directly.

At what prices were the reported disposals executed?

The disposals were executed at $39.288 per share on 09/12/2025 and $39.067 per share on 09/15/2025.