Sec Form 3 Filing - NIGRO EDWARD MICHAEL @ GBank Financial Holdings Inc. - 2025-04-29-05:00

FORM 3 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) 04/29-05:00/2025 (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 69,442 D Common Stock 255,576 I By revocable grantor trust Common Stock 15,900 I By 2000 Universal Holdings, LLC ( 1 ) Common Stock 653,869 I By 1990 Sovereign 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 Restricted Stock Grant $ 6.15 ( 3 ) ( 3 ) Common Stock 6,500 I By revocable grantor trust Restricted Stock Grant $ 9.95 ( 4 ) ( 4 ) Common Stock 5,700 I By revocable grantor trust Restricted Stock Grant $ 9.7 ( 5 ) ( 5 ) Common Stock 4,500 D Restricted Stock Grant $ 13.5 ( 6 ) ( 6 ) Common Stock 50,000 D Restricted Stock Grant $ 21.95 ( 7 ) ( 7 ) Common Stock 16,667 D

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 2000 Universal Holdings LLC 9115 W. RUSSELL RD. STE. 210 LAS VEGAS, NV89148 Manager 1990 Sovereign Holdings LLC 9115 W. RUSSELL RD. STE. 210 LAS VEGAS, NV89148 Manager Signatures /s/ Edward M. Nigro 05/02-05:00/2025 Signature of Reporting Person Date /s/ Edward M. Nigro, Manager 2000 Universal Holdings, LLC, a Nevada limited liability company 05/02-05:00/2025 Signature of Reporting Person Date /s/ Edward M. Nigro, Manager 1990 Sovereign Holdings, LLC, a Nevada limited liability company 05/02-05:00/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )The restricted stock grant was issued on December 18, 2020 and vests in five (5) equal annual installments. The four grants were issued on December 18, 2021, 2022, 2023 and 2024 and the remaining grant will be issued on December 18, 2025. ( 4 )The restricted stock grant was issued on October 12, 2021 and vests in five (5) equal annual installments. The first three grants were issued on October 12, 2022, 2023 and 2024 and the remaining two grants will be issued on October 12, 2025 and 2026. ( 5 )The restricted stock grant was issued on October 10, 2022 and vests in three (3) equal annual installments. The first two grants were issued on October 10 , 2023 and 2024 and the last grant will be issued on October 10, 2025. ( 6 )The restricted stock grant was issued on October 25, 2023 and will vest in three (3) equal annual installments. The first grant was issued on October 25, 2024 and the next two grants will be issued on October 25, 2025 and 2026. ( 7 )The restricted stock grant was issued on October 7, 2024 and will vest in full on October 7, 2027.

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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