8-K/A
GBank Financial Holdings Inc. (GBFH)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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 23, 2025 |
|---|
GBank Financial Holdings Inc.
(Exact name of Registrant as Specified in Its Charter)
| Nevada | 001-42621 | 82-3869786 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 9115 West Russell Road<br><br>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<br>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. ☐
Explanatory Note
This Amendment No. 1 on Form 8-K/A (this “Amendment No. 1”) amends the Current Report on Form 8-K (the “Initial Form 8-K”) filed with the Securities and Exchange Commission on October 23, 2025 by GBank Financial Holdings Inc. (the "Company"). In the Initial Form 8-K, the Company stated that it would release its third quarter 2025 financial results after the market closes on Monday, October 27, 2025. The Company will release its third quarter 2025 financial results after the market closes on Tuesday, October 28, 2025. The timing of the quarterly earnings call is unchanged.
Item 7.01 Regulation FD Disclosure.
On October 23, 2025, GBank Financial Holdings Inc. (the "Company"), the parent company for GBank (the "Bank"), announced it plans to release its third quarter 2025 financial results after the market closes on Monday, October 27, 2025, and will host its quarterly earnings call on Wednesday, October 29, 2025, at 10:00 a.m., PST.
This Amendment No. 1 hereby amends the Initial Form 8-K to revise the release date of the third quarter 2025 financial results from after the market closes on Monday, October 27, 2025 to after the market closes on Tuesday, October 28, 2025. The timing of the quarterly earnings call is unchanged.
A press release announcing the change in the timing of the release of the third quarter 2025 financial results is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release Announcing Updated Release Date of Third Quarter Financial Results
104 Cover Page Interactive Data File (formatted as Inline XBRL).
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: | October 24, 2025 | By: | /s/ Jeffery E. Whicker |
| Jeffery E. Whicker<br>Executive Vice President and Chief Financial Officer |
EX-99.1
Exhibit 99.1
Company Release – 10/24/2025
GBank Financial Holdings Inc. Announces Updated Release Date For Third Quarter 2025 Financial Results
LAS VEGAS, NV, October 24, 2025 – GBank Financial Holdings Inc. (the "Company") (Nasdaq: GBFH), the parent company for GBank (the "Bank"), today announced it has updated the date for the release its third quarter 2025 financial results from after the market closes on Monday, October 27, 2025 to after the market closes on Tuesday, October 28, 2025. The timing of the quarterly earnings call remains unchanged on Wednesday, October 29, 2025, at 10:00 a.m., PST. Interested parties can participate remotely via Internet connectivity. There will be no physical location for attendance.
Interested parties may join online, via the ZOOM app on their smartphones, or by telephone:
- ZOOM Webinar ID 873 1389 3095
- Passcode: 468468
Joining by ZOOM Webinar:
Log in on your computer at
https://us02web.zoom.us/j/87313893095?pwd=YmbAmd09zQhXfDQHNSTFXM79DU8Vma.1
or use the ZOOM app on your smartphone.
Joining by Telephone
Dial (408) 638-0968. The conference ID is 873 1389 3095. Passcode: 468468.
About GBank Financial Holdings Inc.
GBank Financial Holdings Inc. is a bank holding company headquartered in Las Vegas, Nevada and is listed on the Nasdaq Capital Market under the symbol “GBFH.” Our national payment and Gaming FinTech business lines serve gaming clients across the U.S. and feature the GBank Visa Signature® Card—a tailored product for the gaming and sports entertainment markets. The Bank is also a top national SBA lender, now operating across 40 states. Through our wholly owned bank subsidiary, GBank, we operate two full-service commercial branches in Las Vegas, Nevada to provide a broad range of business, commercial and retail banking products and services to small businesses, middle-market enterprises, public entities and affluent individuals in Nevada, California, Utah, and Arizona. Please visit www.gbankfinancialholdings.com for more information.
Available Information
The Company routinely posts important information for investors on its web site (under www.gbankfinancialholdings.com and, more specifically, under the News & Media tab at www.gbankfinancialholdings.com/press-releases). The Company intends to use its web site as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD (Fair Disclosure) promulgated by the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, investors should monitor the Company’s web site, in addition to following the Company’s press releases, SEC filings, public conference calls, presentations and webcasts.
The information contained on, or that may be accessed through, the Company’s web site is not incorporated by reference into, and is not a part of, this document.
For Further Information, Contact:
GBank Financial Holdings Inc.
Edward M. Nigro
Chairman and CEO
702-851-4200
enigro@g.bank
Source: GBank Financial Holdings Inc.