8-K
0001791145false00017911452025-10-282025-10-28

 

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

 

FORM 8-K

 

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 28, 2025

 

 

GBank Financial Holdings Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Nevada

001-42621

82-3869786

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

9115 West Russell Road

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
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. ☐

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Director

 

On October 28, 2025, Alan C. Sklar resigned from his position as a member of the Board of Directors of both GBank Financial Holdings Inc. (the "Company") and the GBank (the "Bank") effective immediately. Mr. Sklar’s resignation is not the result of any disagreement with respect to the Company’s operations, policies, or practices. The Company and Board of Directors thank Mr. Sklar for his longtime service and contributions.

 

A copy of the press release announcing Mr. Sklar's resignation is filed herewith as Exhibit 99.1, and is incorporated herein by reference.

 

Appointment of Director

 

On October 28, 2025, the Board of Directors of the Company appointed Timothy P. Herbst to serve as a Director of the Company effective October 28, 2025. Mr. Herbst has served on the Board of Directors of the Bank since 2007. There are no arrangements or understandings between Mr. Herbst and any other persons pursuant to which he was selected as a director, and there are no related person transactions within the meaning of Item 404(a) of Regulation S-K promulgated by the U.S. Securities and Exchange Commission between Mr. Herbst and the Company required to be disclosed herein.

 

A copy of the press release announcing Mr. Herbst's appointment is filed herewith as Exhibit 99.2, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

99.1 Press Release dated November 5, 2025 of GBank Financial Holdings Inc.

99.2 Press Release dated November 5, 2025 of GBank Financial Holdings Inc.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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:

November 5, 2025

By:

/s/ Jeffery E. Whicker

 

 

 

Jeffery E. Whicker
Executive Vice President and Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

Company Release – 11/05/2025

 

GBank Financial Holdings Inc Announces Resignation of Founding Director Alan C. Sklar from its Board of Directors

 

LAS VEGAS, NV, November 5, 2025 -- GBank Financial Holdings Inc. (the “Company”) (Nasdaq: GBFH), the parent company of GBank (the “Bank”), today announced that Alan C. Sklar, a founding director of the Bank, has resigned from the Boards of Directors of both GBank Financial Holdings Inc. and GBank, effective October 28, 2025.

 

Mr. Sklar has been part of GBank’s journey since its formation, serving as one of its original directors and helping to guide the Company through nearly two decades of growth and transformation. His leadership, business judgment, and deep legal insight have been instrumental in shaping the Bank’s governance framework and supporting its evolution from a community-focused institution to a publicly traded financial company with a national FinTech and gaming presence.

 

“Alan has been a trusted advisor and a dear friend since the founding of GBank,” said Edward M. Nigro, Chairman and Chief Executive Officer of GBank Financial Holdings Inc. “His integrity, wisdom, and unwavering commitment have strengthened this organization at every stage of its development. His guidance and perspective—especially in matters of governance and regulation—have left an indelible mark on who we are today. I am deeply grateful for his years of dedicated service and his friendship.”

 

Mr. Sklar commented, “It has been one of the great honors of my professional life to serve alongside such talented and principled colleagues. Being part of the evolution of GBank and GBFH from their earliest days has been both professionally fulfilling and personally meaningful. The institution’s growth and enduring culture of integrity are a testament to the people who have led it, and I am proud to have played a part in that story. I have decided to step down from these Boards both to meet the increasing time demands at our law firm and as well so that my wife Linda and I can begin a new chapter in our lives, spending more of our time in Israel.”

 

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 https://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

[email protected]

 

img18569832_0.jpg

Source: GBank Financial Holdings Inc.

 

 

 

 

 

Exhibit 99.2

 

Company Release – 11/05/2025

 

GBank Financial Holdings Inc Announces Appointment of Timothy P. Herbst to Board of Directors

 

LAS VEGAS, NV, November 5, 2025 -- GBank Financial Holdings Inc. (the “Company”) (Nasdaq: GBFH), the parent company of GBank (the “Bank”), is pleased to announce the appointment of Timothy P. Herbst to the Company’s Board of Directors, effective October 28, 2025. Mr. Herbst has served on the GBank (Bank) Board since 2007, bringing nearly four decades of executive leadership, entrepreneurial vision, and deep industry expertise to GBank’s governance team.

 

Mr. Herbst serves as President of Terrible Herbst Inc., a Nevada-based family business he joined in 1985, where he has overseen its growth to more than 200 gas station and convenience store locations across Nevada, California, Utah, and Arizona. He also serves as President of Terribles Gaming, which operates approximately 3,000 gaming machines in both restricted and non-restricted casinos throughout Nevada. In addition to his business leadership, Mr. Herbst has held key industry roles, including State President of the Nevada Petroleum Marketers Association and Nevada Director of the Petroleum Marketers Association of America (PMAA), and previously served as a Director of Nevada First Bank from 1999 to 2006. He remains active in numerous philanthropic and community initiatives and holds a Bachelor of Science degree in Business Administration from the University of Southern California.

 

“Tim brings a valuable combination of operational leadership, strategic insight, and a deep understanding of Nevada’s business landscape,” said Edward M. Nigro, Chairman and Chief Executive Officer of GBank Financial Holdings Inc. “His long-standing commitment to GBank as a founding director and his perspective as a seasoned entrepreneur will be instrumental as we continue to strengthen our governance and expand our market presence.”

 

Mr. Herbst commented, “It’s been a privilege to serve on GBank’s Board over the years and to witness the Company’s growth and innovation firsthand. I’m honored to take on this expanded role at the holding company level and look forward to supporting its continued success.”

 

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 https://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

[email protected]

 

img19493353_0.jpg

Source: GBank Financial Holdings Inc.