GBank Financial Holdings Inc.

06/11/2025 | Press release | Distributed by Public on 06/11/2025 16:48

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
NIGRO EDWARD MICHAEL
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
__X__ Officer (give title below) _____ Other (specify below)
Executive Chairman
(Last) (First) (Middle)
9115 WEST RUSSELL ROAD, SUITE 110
3. Date of Earliest Transaction (Month/Day/Year)
06/10/2025
(Street)
LAS VEGAS, NV 89148
4. If Amendment, Date 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
(City) (State) (Zip)
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 06/10/2025 S 2,955 D $39.5962 620,914 I By 1990 Sovereign Holdings, LLC(1)
Common Stock 06/10/2025 S 1,284 D $40 619,630 I By 1990 Sovereign Holdings, LLC(1)
Common Stock 69,442 D
Common Stock 255,576 I By revocable grantor trust
Common Stock 15,900 I By 2000 Universal Holdings, LLC(2)
Common Stock 80,000 I By GBank 401K PSP & Trust FBO Edward Nigro
Common Stock 83,500 I By GBank ROTH 401K PSP & Trust FBO Edward Nigro
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NIGRO EDWARD MICHAEL
9115 WEST RUSSELL ROAD
SUITE 110
LAS VEGAS, NV 89148
X Executive Chairman
1990 Sovereign Holdings LLC
9115 W. RUSSELL ROAD
LAS VEGAS, NV 89148
Manager
2000 Universal Holdings LLC
9115 W. RUSSELL ROAD
LAS VEGAS, NV 89148
Manager

Signatures

/s/ Edward M. Nigro 06/11/2025
**Signature of Reporting Person Date
/s/ Edward M. Nigro, Manager 2000 Universal Holdings, LLC, a Nevada limited liability company 06/11/2025
**Signature of Reporting Person Date
/s/ Edward M. Nigro, Manager 1990 Sovereign Holdings, LLC, a Nevada limited liability company 06/11/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Shares are owned by the 1990 Sovereign Holdings, LLC, a Nevada limited liability company of which the Reporting Person is a manager. The Reporting Person disclaims beneficial ownership of the securities owned by this entity 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.
(2) Shares are owned by 2000 Universal Holdings, LLC, a Nevada limited liabiity company of which the Reporting Person is a manager. The Reporting Person disclaims beneficial ownership of the securities owned by this entity 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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