Sec Form 4 Filing - NIGRO EDWARD MICHAEL @ GBank Financial Holdings Inc. - 2025-06-06

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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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 (MM/DD/YY)
06/06/2025
(Street)
LAS VEGAS, NV89148
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/06/2025 S 6,391 D $ 39.0674 647,478 I By 1990 Sovereign Holdings, LLC ( 1 )
Common Stock 06/09/2025 S 13,609 D $ 39.0707 633,869 I By 1990 Sovereign Holdings, LLC ( 1 )
Common Stock 06/09/2025 S 8,576 D $ 39.7394 625,293 I By 1990 Sovereign Holdings, LLC ( 1 )
Common Stock 06/09/2025 S 1,424 D $ 40 623,869 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
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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, NV89148
X Executive Chairman
1990 Sovereign Holdings LLC
9115 W. RUSSELL ROAD
LAS VEGAS, NV89148
Manager
2000 Universal Holdings LLC
9115 W. RUSSELL ROAD
LAS VEGAS, NV89148
Manager
Signatures
/s/ Edward M. Nigro 06/09/2025
Signature of Reporting Person Date
/s/ Edward M. Nigro, Manager 2000 Universal Holdings, LLC, a Nevada limited liability company 06/09/2025
Signature of Reporting Person Date
/s/ Edward M. Nigro, Manager 1990 Sovereign Holdings, LLC, a Nevada limited liability company 06/09/2025
Signature of Reporting Person Date
Explanation of Responses:
( 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.

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).
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