Form 8-K

8-K — GBank Financial Holdings Inc.

Accession: 0001193125-26-191597

Filed: 2026-04-29

Period: 2026-04-29

CIK: 0001791145

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — gbfh-20260429.htm (Primary)

EX-99.1 (gbfh-ex99_1.htm)

GRAPHIC (img18569832_0.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: gbfh-20260429.htm · Sequence: 1

8-K

false000179114500017911452026-04-292026-04-29

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): April 29, 2026

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 2.02 Results of Operations and Financial Condition.

On April 29, 2026, GBank Financial Holdings Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2026. A copy of the Company’s press release covering such announcement and certain other matters is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference into any filing or other document pursuant to the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release dated April 29, 2026, reporting the Company's financial results for the first quarter ended March 31, 2026

104 Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GBANK FINANCIAL HOLDINGS INC.

Date:

April 29, 2026

By:

/s/ Edward M. Nigro

Edward M. Nigro

Executive Chairman and Chief Executive Officer

EX-99.1

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EX-99.1

Company Release – 04/29/2026

GBank Financial Holdings Inc. Announces First Quarter 2026 Financial Results

LAS VEGAS, NV, April 29, 2026 -- GBank Financial Holdings Inc. (the “Company”) (NASDAQ: GBFH), the parent company of GBank (the “Bank”), today reported net income of $1.3 million, or $0.09 per diluted share, for the quarter ended March 31, 2026. The results for the first quarter of 2026 included an unusual item with a net impact of $3.2 million after-tax, or $0.22 per diluted share, due to losses associated with credit card fraud. Adjusted net income(1) for the quarter ended March 31, 2026 was $4.7 million, or $0.31 adjusted diluted earnings per share(1).

First Quarter 2026 Summary Comments (Unaudited)

•

Net revenue(1) of $19.6 million, a 5.2% decrease compared to the fourth quarter of 2025

•

U.S. Small Business Administration (“SBA”) lending and commercial banking loan originations of $208.1 million, compared to $126.4 million for the fourth quarter of 2025.

•

Significant loan growth resulted in total on-balance sheet loans exceeding $1.0 billion as of March 31, 2026, a historic milestone for the Company

•

Gain on loan sales of $3.8 million on loans sold of $79.0 million, compared to gain on loan sales of $3.6 million on loans sold of $92.3 million for the fourth quarter of 2025

•

Gain on loan sales margin(1) of 4.79% compared to 3.93% for the fourth quarter of 2025

•

Credit card transaction volume of $109.3 million and net interchange fees of $2.2 million, compared to $99.3 million and $1.8 million, respectively, for the fourth quarter of 2025

•

GBank partners with BoltBetz to become sole provider of gamer deposit accounts on the BoltBetz App

Adjusted diluted earnings per share excludes certain items presented in the table below.

($'s in 000, except per share data)

Three Months Ended

Description

March 31, 2026

Pre-Tax Impact of Third-Party Credit Card Fraud Losses

4,213

After-Tax Impact

3,250

Per Share Impact

0.22

Reported Diluted Earnings Per Share

0.09

Adjusted Diluted Earnings Per Share (1)

0.31

Comments from Ed Nigro, Executive Chairman and CEO

“In 2025, credit card issuers, including GBank, experienced a significant escalation in bot-driven fraud activity that was undetected by legacy detection controls across the industry,” commented Ed Nigro, Executive Chairman and Chief Executive Officer of the Company. Mr. Nigro continued by commenting that, “GBank limited use of its legacy application system in mid-September 2025 and launched its new credit card application platform on November 17, 2025, followed by a new monitoring platform during the first quarter of 2026. Please see Exhibit A to this report detailing the updated measures in place. This combined technology not only prevented new bot fraud accounts, but also identified embedded bot fraud resulting from the 2025 direct mail retail credit card campaign. These bot fraud accounts with AI enabled tools mimicked human behavior with gradual monthly spending remained undetected. These reported fraud losses were attributable to non-gaming transactions.”

“Net interest income and net interest margin declined in the first quarter of 2026, primarily reflecting the impact of Federal Reserve rate cuts implemented in the fourth quarter of 2025 that impacted our variable-rate loan portfolio beginning January 1, 2026. As is typical in the banking industry, reductions in funding costs have lagged the immediate repricing of earning assets, and competitive deposit pricing has required us to maintain a relatively elevated cost of funds, resulting in margin compression.”

“Despite these pressures, net interest margin was 3.86% for the first quarter of 2026, remaining above average when compared to industry peers. We also expect the $208 million in loan growth during the quarter—much of which originated late in the first quarter of 2026—to support future margin expansion. From a funding perspective, we continue to actively manage deposit pricing and evaluate alternative funding strategies,” continued Mr. Nigro.

“While we acknowledge the challenges of the quarter, we are optimistic about the future and believe the resilience and innovation of GBank shall continue to produce positive growth and meaningful results,” concluded Mr. Nigro.

Financial Results

Income Statement

Net interest income totaled $12.2 million for the first quarter of 2026, reflecting a decrease of $1.3 million, or 9.4%, compared to $13.5 million for the fourth quarter of 2025, and an increase of $297 thousand, or 2.5%, compared to the first quarter of 2025.

The decrease in net interest income when compared to the fourth quarter of 2025 was primarily attributable to the impact of a 50 basis point decrease in the target federal funds rate on the Company's variable rate loan portfolio. Net interest income during the first quarter of 2026 was also impacted by interest income reversals related to nonaccrual loans totaling $280 thousand and two fewer days in the quarter resulting in a decrease in interest income quarter over quarter.

The increase in net interest income during the first quarter of 2026 when compared to the first quarter of 2025 was primarily volume driven, as higher interest income from growth in average loan and interest-bearing cash balances more than offset increases in interest expense resulting from higher average balances of interest-bearing deposits.

The yield on investment securities was 4.39% for the first quarter of 2026, compared to 4.51% for the fourth quarter of 2025 and 4.94% for the first quarter of 2025. The decrease in the yield when compared to the previous quarter and the same quarter of 2025 was the result of both (i) a reduction in yield on certain variable rate securities due to lower long-term interest rates, and (ii) a change in the mix of investment securities held resulting from the sale of the held-to-maturity investment portfolio during the fourth quarter of 2025, and (iii) the purchase of $44 million of available for sale mortgage backed securities during the first quarter of 2026.

The Company’s net interest margin for the first quarter of 2026 was 3.86%, compared to 4.21% for the fourth quarter of 2025 and 4.47% for the first quarter of 2025. The decrease in net interest margin during the first quarter of 2026 when compared to the previous quarter was attributable to the market rate cuts and nonaccrual interest reversals noted above. The year-over-year decline in quarterly net interest margin reflects the impact of a cumulative 75 basis point reduction in the target federal funds rate on the Company’s variable-rate loan portfolio over the preceding twelve months.

The Company recorded a provision for credit losses on loans of $2.3 million for the first quarter of 2026, compared to $130 thousand of provision reversal (benefit) recorded during the fourth quarter of 2025, and $710 thousand of provision expense recorded during the first quarter of 2025. The provision for credit losses on loans during the first quarter of 2026 reflects an increase of $1.4 million related to specific reserves on individually evaluated commercial real estate - owner occupied, commercial real estate - non-owner occupied, and commercial and industrial loans. Additionally, the increase includes $860 thousand related to non-guaranteed loan growth primarily within GBank's commercial real estate - non-owner occupied loan portfolio.

Non-interest income was $7.5 million for the first quarter of 2026, compared to $7.3 million for the fourth quarter of 2025, and $5.5 million for the first quarter of 2025. The $191 thousand increase in non-interest income during the first quarter of 2026 when compared to the fourth quarter of 2025 was primarily due to an increase in net gains on sales of loans of $165 thousand as well as an increase in net interchange fees of $388 thousand. These favorable variances were offset by a $426 thousand decrease in gain on sale of investment securities as no sales occurred in the first quarter of 2026.

The $2.0 million increase in non-interest income during the first quarter of 2026 when compared to the first quarter of 2025 was primarily driven by favorable increases in net gains on sales of loans of $1.3 million and loan servicing income of $295 thousand. Additionally, other income reflects an increase of $253 thousand primarily due to an increase in bank owned life insurance income of $229 thousand.

Net revenue(1) totaled $19.6 million for the first quarter of 2026, representing a decrease of $1.1 million, or 5.2%, compared to $20.7 million for the fourth quarter of 2025. Net revenue for the first quarter of 2026 increased $2.3 million, or 13.2%, when compared to $17.4 million for the first quarter of 2025.

Non-interest expense was $15.9 million during the first quarter of 2026, compared to $11.5 million for the fourth quarter of 2025 and $10.9 million for the first quarter of 2025. The quarter-over-quarter increase in non-interest expense was principally due to the $4.2 million of third-party credit card fraud expense incurred during the quarter. The higher salary and employee benefits costs reflect higher stock-based compensation expense as well as increases in full-time equivalent employees and annual cost increases. The Company’s efficiency ratio was 80.8% for the first quarter of 2026, compared to 55.3% for the fourth quarter of 2025 and 62.8% for the first quarter of 2025.

(1) See Reconciliation of Non-GAAP Financial Measures

Income tax expense was $139 thousand for the quarter ended March 31, 2026, compared to $2.0 million for the fourth quarter of 2025, and $1.2 million for the first quarter of 2025. The Company’s effective tax rate was 9.4% for the quarter ended March 31, 2026, compared to 19.1% for the quarter ended December 31, 2025, and 23.1% for the quarter ended March 31, 2025. The fluctuations in the effective tax rate are largely driven by the timing and volume of certain stock-based compensation transactions resulting in tax benefits to the Company.

Net income was $1.3 million for the first quarter of 2026, a decrease of $6.1 million from $7.4 million for the fourth quarter of 2025, and an increase of $3.2 million from $4.5 million during the first quarter of 2025. Diluted earnings per share were $0.09 for the first quarter of 2026, compared to $0.51 for the fourth quarter of 2025 and $0.31 for the first quarter of 2025.

Balance Sheet

Total assets were $1.4 billion as of both March 31, 2026 and December 31, 2025, an increase of 17.1% from $1.2 billion as of March 31, 2025. The increase in total assets from March 31, 2025 was primarily driven by increases in loans and other assets offset by a decrease in cash and cash equivalents. Total assets under management, including $1.1 billion of sold loans for which servicing is retained, totaled $2.5 billion as of March 31, 2026.

The investment securities portfolio increased by $40.3 million during the first quarter of 2026 primarily due to the purchase of ten available for sale investment securities totaling $44.0 million. This increase was partially offset by principal paydowns.

Total loans, net of deferred fees and costs, were $1.0 billion as of March 31, 2026, compared to $959.3 million as of December 31, 2025, and $843.4 million as of March 31, 2025. Loans, net of deferred fees and costs increased $65.9 million during the first quarter of 2026 primarily due to increases in commercial and industrial and commercial real estate loans. The increase in loans, net of deferred fees and costs, of $181.8 million from March 31, 2025, was primarily driven by an increase of $151.8 million in commercial real estate loans. Total government guaranteed loans as a percentage of loans(1) were 17.3% as of March 31, 2026, compared to 19.2% as of December 31, 2025, and 24.2% as of March 31, 2025.

The Company’s allowance for credit losses totaled $10.8 million as of March 31, 2026, compared to $9.9 million as of December 31, 2025, and $9.0 million as of March 31, 2025. The allowance for credit losses as a percentage of total loans was 1.05% as of March 31, 2026, compared to 1.03% as of December 31, 2025 and 1.07% as of March 31, 2025. The allowance for credit losses as a percentage of total loans, excluding government guaranteed portions(1), was 1.27% as of March 31, 2026, compared to 1.28% as of December 31, 2025, and 1.41% as of March 31, 2025.

Deposits totaled $1.2 billion as of March 31, 2026, an increase of $28.3 million from $1.1 billion as of December 31, 2025, and an increase of $175.0 million from $995.9 million as of March 31, 2025. By deposit type, the increase from the prior quarter was driven by an increase of $26.7 million in certificates of deposit, a decrease of $7.6 million in savings and money market accounts, and an $8.2 million increase in interest bearing demand deposits. Noninterest-bearing deposits totaled $215.1 million as of March 31, 2026, an increase of $936 thousand from $214.1 million as of December 31, 2025, and a decrease of $27.6 million from $242.7 million as of March 31, 2025.

The Company’s ratio of loans to deposits was 87.5% as of March 31, 2026, compared to 83.9% as of December 31, 2025, and 84.7% as of March 31, 2025.

The Company had no short-term borrowings as of March 31, 2026 and March 31, 2025, compared to $371 thousand of short-term borrowings as of December 31, 2025. As of March 31, 2026, the Company had approximately $480.5 million in available borrowing capacity from the Federal Reserve Bank of San Francisco, the Federal Home Loan Bank of San Francisco, and through its various fed funds lines of credit with its correspondent banks.

Subordinated notes outstanding totaled $30.3 million as of March 31, 2026 compared to $26.2 million as of December 31, 2025 and $26.1 million as of March 31, 2025. The increase reflects the issuance of $11.0 million of subordinated debt issued in January 2026 which matures on January 15, 2036. This increase was partially offset by the redemption of $6.5 million of subordinated debt originally issued in 2020.

Stockholders’ equity was $167.6 million as of March 31, 2026, compared to $165.8 million as of December 31, 2025, and $146.6 million as of March 31, 2025. The increase in stockholders’ equity when compared to both the prior quarter and the prior year is attributable to increases in retained earnings resulting from net income earned during each respective period.

The Company’s ratio of common equity to total assets was 12.03% as of March 31, 2026 compared to 12.19% as of December 31, 2025 and 12.32% as of March 31, 2025. The Bank’s Tier 1 leverage ratio was 13.4% as of March 31, 2026 and December 31, 2025, and 14.2% as of March 31, 2025. The Company’s book value per share was $11.58 as of March 31, 2026, an increase of 0.5% from $11.52 as of December 31, 2025, and an increase of 12.8% from $10.27 as of March 31, 2025.

(1) See Reconciliation of Non-GAAP Financial Measures

Asset Quality

The Company recorded a provision for credit loss expense for loans of $2.3 million for the first quarter of 2026, compared to a reversal (benefit) of the provision for credit losses for loans of $130 thousand recorded during the fourth quarter of 2025 and $710 thousand of provision expense recorded during the first quarter of 2025. Net loan charge-offs in the first quarter of 2026 totaled $1.5 million, or 0.57% of average net loans (annualized), compared to net loan charge-offs of $557 thousand, or 0.21% of average net loans (annualized) in the fourth quarter of 2025 and $828 thousand of net loan charge-offs, or 0.39% of average net loans (annualized) during the first quarter of 2025. Net loan charge-offs in the first quarter of 2026 were largely attributable to credit card balances.

Non-performing assets totaled $44.1 million as of March 31, 2026, an increase of $6.7 million from $37.4 million as of December 31, 2025, and an increase of $23.8 million from $20.4 million as of March 31, 2025. The ratio of total non-performing assets to total assets was 3.17% as of March 31, 2026, compared to 2.75% as of December 31, 2025, and 1.71% as of March 31, 2025.

Our non-performing assets to total assets ratio was 3.17% as of March 31, 2026, however, this ratio includes government guaranteed balances of $30.9 million in the balance of non-performing assets (numerator). Excluding the government guaranteed portion of non-performing assets(1), total at-risk non-performing assets were $13.2 million as of March 31, 2026 and the ratio of non-performing assets excluding the government guaranteed portion(1) reflects a very manageable 0.95% of total assets.

The Company continuously monitors its non-performing asset portfolio and believes the financial risk related to these assets is well contained. In making this assessment, it is important to consider the process we undertake when a collateralized SBA non-performing asset requires collection efforts. We repurchase the sold portion of the government guaranteed loan to affect the foreclosure and resale of the property. This process immediately increases the non-performing asset balance on our balance sheet to include the government guaranteed portion – thus the importance of always adjusting for the government guaranteed portion of the non-performing assets as well as considering our “off balance sheet” assets consisting of the sold portion of USDA and SBA guaranteed loans of $1.1 billion that increase our total assets under management to $2.5 billion.

Other Financial and Operational Highlights

SBA Lending and Commercial Banking

SBA lending and commercial loan originations totaled $208.1 million during the first quarter of 2026, compared to $126.4 million for the fourth quarter of 2025 and $133.0 million for the first quarter of 2025. SBA loan originations favorably rebounded as originations during the fourth quarter of 2025 were limited by the federal government shut down in effect from October 1, 2025 to November 15, 2025.

We continue to see improvement in our pretax gain on sale of loans margin as the average pretax gain on sale of loans margin was 4.79% for the first quarter of 2026, compared to 3.93% for the fourth quarter of 2025. This improvement in pricing quarter-over-quarter more than offset the volume decrease in loan sales, resulting in a 4.6% increase in gain on sale of loans when compared to the fourth quarter of 2025. We expect very strong gain on loan sales revenues in the second quarter of 2026 as available for sale loans were $74.5 million at March 31, 2026 compared to $46.0 million as December 31, 2025.

Gaming/Fintech

Our gaming and financial technology operations have demonstrated exceptional resilience and execution this quarter. By rapidly adapting to industry shifts and deploying innovative product solutions, we have not only mitigated market headwinds but continued to capture significant growth and solidify our technological infrastructure. We are transitioning from building and controlling to scaling our robust platform.

BoltBetz Version 2

•

GBank's strategic partner, BoltBetz, went live during the first quarter of 2026 with a limited Distill Tavern launch to evaluate system functionality, train staff, test marketing and promotional campaigns, spur adoption, and increase player engagement. Concurrently, BoltBetz Version 2 (V2) was developed and licensed with the Nevada Gaming Control Board (GCB). V2 greatly simplifies player sign-up process and enables onboarding of multiple gaming operators. This GCB license is specifically conditioned upon all player funds being held by GBank rather than held by the gaming operator or BoltBetz. This condition speaks directly to the foundational role GBank plays within the gaming ecosystem and reinforces the structural integrity of our platform.

(1) See Reconciliation of Non-GAAP Financial Measures

•

The V2 app is now available for download on both Apple iOS and Android devices and is fully functional across all Distill Tavern locations.

•

BoltBetz is working toward the upcoming Terrible Herbst, Inc. gaming launch, which is expected to begin in the third quarter of 2026.

Bankroll

•

BoltBetz and BankCard Services Inc. (BCS) have signed a binding terms sheet establishing Bankroll as a 50/50 joint venture. Bankroll will provide a white-labeled, end-to-end digital payments solution for gaming fintech companies and wallet providers, enabling the efficient onboarding of digital wallet solutions and delivering real-time funds movement through utilization of BCS's proprietary Pooled Player Account (PPA™) Program, GBank's banking infrastructure, and BoltBetz’s wallet technology.

•

BoltBetz and Bankroll have active and developing pipelines, with ongoing negotiations across gaming and payments operators.

Credit Card Market Headwinds & Resilient Navigation

•

Despite certain credit card restrictions by major sportsbooks, we grew our first quarter credit card transaction volume by $10 million through immediate strategic pivots including the creation of our credit card collateral accounts (“Assured Payment Accounts”). This solution facilitates higher player spend with significantly reduced risk through secure internal transfers. Customer acceptance has been exceptional, with these accounts comprising approximately 43% of our total transaction volume during the first quarter of 2026.

•

We have developed a gaming prepaid debit card program designed for our gaming customers for loading all sports, iGaming, slots and payment apps across the United States. This product is on track to be launched during the third quarter of 2026.

Financial Impact: Non-Interest Bearing Deposits, Fee Income and Profitability Growth

•

Our gaming credit card has created an invaluable GBank customer base with thousands of high-quality/high limit gaming clients that actively participate in sports, iGaming (i.e. slots, poker, and table games), lotteries, and horse racing as well as sweepstakes (games of skill) and predictive markets apps. Further, we anticipate that this customer base shall substantively grow as BoltBetz/Bankroll apps are deployed across casino slot markets.

•

Gaming apps use multiple funding deposit rails, including but not limited to ACH, debit cards, wire, credit cards, RTP and RFP. We have and are launching new GBank payments solutions for each deposit rail including:

GBank, as an originating depository financial institution (ODFI) began processing all GBank credit card ACH transactions during the first quarter of 2026 and is developing technology to significantly scale for a pipeline of payments clients.

Our new VISA debit card with rewards for gamers is anticipated to launch in the third quarter of 2026

In collaboration with BCS, BoltBetz, and BankRoll, we anticipate growth in PPA™ accounts in late 2026

As previously mentioned, the new credit card assured payment accounts program targets high net worth/high limit gaming customers

Development of a Master card prepaid card for lotteries anticipated to launch in 3rd quarter with new BCS Agreement

•

We believe the most significant financial impact of our strategy is deposit transformation. We are actively working as a goal to replace higher-cost deposits with non-interest-bearing deposits generated through our payments and gaming flows by year end. This transformation positively increases our net interest margin, drives fee income, earnings growth, and improves overall balance sheet efficiency.

Our conviction in the total addressable market for our various products remains unchanged. The opportunity to embed sound banking solutions and customer protections across gaming payments is compelling, and we are strategically positioned to grow our market share.

Earnings Call

The Company will host its first quarter 2026 earnings call on Wednesday April 29, 2026 at 2:00 p.m. PST. Interested parties can participate remotely via Internet connectivity. There will be no physical location for attendance.

Interested parties may register for the event using this link:

https://gbank-financial-earnings-q126.open-exchange.net/

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.” 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.

Non-GAAP Financial Measures

Some of the financial measures included in this press release are not measures of financial performance recognized in accordance with generally accepted accounting principles in the United States (“GAAP”). The Company believes these non-GAAP financial measures provide both management and investors a more complete understanding of the Company’s financial position and performance. These non-GAAP financial measures are supplemental and are not a substitute for any analysis based on GAAP financial measures.

We classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP as in effect from time to time in the United States in our statements of income, balance sheets or statements of cash flows. Not all companies use the same calculation of these measures; therefore, this presentation may not be comparable to other similarly titled measures as presented by other companies.

A reconciliation of non-GAAP financial measures to GAAP financial measures is provided at the end of this press release.

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.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements reflect the Company’s current views with respect to future events and the Company’s financial performance. Any statements about the Company’s expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “intends” and similar words or phrases, and include, but are not limited to, statements made by Mr. Nigro. The Company cautions that the forward-looking statements in this press release are based largely on the Company’s expectations and are subject to a number of known and unknown risks and uncertainties that are subject to change based on factors which are, in many instances, beyond the Company’s control. Factors that could cause such changes include, but are not limited to, (i) the impact on us and our customers of a decline in general economic conditions and any regulatory responses thereto; (ii) potential recession in the United States and our market areas; (iii) the impacts related to or resulting from uncertainty in the banking industry as a whole; (iv) increased competition for deposits in our market areas and related changes in deposit customer behavior; (v) the impact of changes in market interest rates, whether due to a continuation of the elevated interest rate environment or further reductions in interest rates and a resulting decline in net interest income; (vi) the lingering inflationary pressures, and the risk of the resurgence of elevated levels of inflation, in the United States and our market areas; (vii) the uncertain impacts of ongoing quantitative tightening and current and future monetary policies of the Board of Governors of the Federal Reserve System; (viii) changes in unemployment rates in the United States and our market areas; (ix) adverse changes in customer spending and savings habits; (x) declines in commercial real estate values and prices; (xi) a deterioration of the credit rating for U.S. long-term sovereign debt or uncertainty regarding United States fiscal debt, deficit and budget matters; (xii) cyber incidents or other failures, disruptions or breaches of our operational or security systems or infrastructure, or those of our third-party vendors or other service providers, including as a result of cyber-attacks; (xiii) severe weather, natural disasters, acts of war or terrorism, geopolitical instability or other external events, including as a result of the policies of the current U.S. presidential administration or Congress; (xiv) the impacts of tariffs, sanctions and other trade policies of the United States and its global trading counterparts and the resulting impact on the Company and its customers; (xv) competition and market expansion opportunities; (xvi) changes in non-interest expenditures or in the anticipated benefits of such expenditures; (xvii) the risks related to the development, implementation, use and management of emerging technologies, including artificial intelligence and machine learnings; (xviii) current or future litigation, regulatory examinations or other legal and/or regulatory actions; and (xix) changes in applicable laws and regulations. Additional information regarding these risks and uncertainties to which the Company’s business and future financial performance are subject is contained in the Company’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2025 and other documents the Company files with the SEC from time to time. Actual results, performance or achievements could differ materially from those contemplated, expressed, or implied by the forward-looking statements due to additional risks and uncertainties of which the Company is not currently aware or which it does not currently view as, but in the future may become, material to its business or operating results. Due to these and other possible uncertainties and risks, the Company can give no assurance that the results contemplated in the forward-looking statements will be realized and readers are cautioned not to place undue reliance on the forward-looking statements contained in this press release. Any forward-looking statements presented herein are made only as of the date of this press release, and the Company does not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, new information, the occurrence of unanticipated events, or otherwise, except as required by applicable law.

For Further Information, Contact:

GBank Financial Holdings Inc.

Edward Nigro

Executive Chairman and CEO

702-851-4200

enigro@g.bank

GBank Financial Holdings Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

Linked Quarter

Quarter Year-Over-Year

3/31/26 vs. 12/31/25

3/31/26 vs. 3/31/25

($’s in 000, except per share data)

Mar 31, 2026

Dec 31, 2025

Sep 30, 2025

Jun 30, 2025

Mar 31, 2025

$ Var

% Var

$ Var

% Var

Assets

Cash and Due From Banks

4,960

5,326

4,988

11,877

6,701

(366

)

-6.9

(1,741

)

-26.0

Interest-Bearing Deposits With Other Financial Institutions

103,134

192,538

98,402

131,352

140,270

(89,404

)

-46.4

(37,136

)

-26.5

Total Cash and Cash Equivalents

108,094

197,864

103,390

143,229

146,971

(89,770

)

-45.4

(38,877

)

-26.5

Investment Securities:

Available For Sale, at Fair Value

111,320

71,038

85,774

82,886

71,468

40,282

56.7

39,852

55.8

Held to Maturity, at Amortized Cost

38,578

39,515

39,903

0.0

(39,903

)

-100.0

Loans Held For Sale

74,507

46,009

66,791

45,242

41,313

28,498

61.9

33,194

80.3

Loans, Net of Deferred Fees and Costs:

Commercial and Industrial

81,623

80,216

66,226

59,021

56,885

1,407

1.8

24,738

43.5

Commercial Real Estate - Non-owner Occupied

823,966

750,565

743,084

682,021

672,379

73,401

9.8

151,587

22.5

Commercial Real Estate - Owner Occupied

91,578

94,576

97,396

96,526

81,768

(2,998

)

-3.2

9,810

12.0

Construction and Land Development

2,270

2,288

2,115

4,371

3,201

(18

)

-0.8

(931

)

-29.1

Multifamily

18,930

18,950

18,979

18,987

19,011

(20

)

-0.1

(81

)

-0.4

Residential

816

1,316

3,828

6,810

7,619

(500

)

-38.0

(6,803

)

-89.3

Consumer

5,953

11,358

8,963

3,894

2,502

(5,405

)

-47.6

3,451

137.9

Total Loans, Net of Deferred Fees and Costs

1,025,136

959,269

940,591

871,630

843,365

65,867

6.9

181,771

21.6

Less: Allowance for Credit Losses

(10,755

)

(9,890

)

(10,577

)

(9,205

)

(8,997

)

(865

)

8.7

(1,758

)

19.5

Total Net Loans

1,014,381

949,379

930,014

862,425

834,368

65,002

6.8

180,013

21.6

Loan Servicing Asset

11,376

11,140

10,621

9,736

9,231

236

2.1

2,145

23.2

Restricted Investment in Bank Stock

5,513

4,652

0.0

861

18.5

All Other Assets

68,621

78,548

60,697

43,878

42,106

(9,927

)

-12.6

26,515

63.0

Total Assets

1,393,812

1,359,491

1,301,378

1,232,424

1,190,012

34,321

2.5

203,800

17.1

Liabilities

Non-Interest Bearing Demand

215,063

214,127

227,921

228,913

242,650

936

0.4

(27,587

)

-11.4

Interest Bearing Demand

79,186

70,966

63,741

57,254

62,035

8,220

11.6

17,151

27.6

Savings and Money Market

281,426

289,038

281,435

309,559

280,056

(7,612

)

-2.6

1,370

0.5

Certificates of Deposit

595,290

568,564

519,080

436,738

411,201

26,726

4.7

184,089

44.8

Total Deposits

1,170,965

1,142,695

1,092,177

1,032,464

995,942

28,270

2.5

175,023

17.6

Short-Term Borrowings

371

(371

)

-100.0

Subordinated Debt

30,326

26,163

26,144

26,126

26,107

4,163

15.9

4,219

16.2

Operating Lease Liability

5,571

5,757

5,942

6,121

6,299

(186

)

-3.2

(728

)

-11.6

Other Liabilities

19,328

18,750

18,922

15,964

15,048

578

3.1

4,280

28.4

Total Liabilities

1,226,190

1,193,736

1,143,185

1,080,675

1,043,396

32,454

2.7

182,794

17.5

Equity

Common Stock

0.0

Additional Paid-in Capital

81,999

80,405

80,016

79,291

78,718

1,594

2.0

3,281

4.2

Retained Earnings

86,681

85,366

77,970

73,662

68,906

1,315

1.5

17,775

25.8

Accumulated Other Comprehensive (Loss) Income

(1,059

)

(17

)

206

(1,205

)

(1,009

)

(1,042

)

6129.4

(50

)

5.0

Total Stockholders’ Equity

167,622

165,755

158,193

151,749

146,616

1,867

1.1

21,006

14.3

Total Liabilities & Stockholders’ Equity

1,393,812

1,359,491

1,301,378

1,232,424

1,190,012

34,321

2.5

203,800

17.1

Book Value Per Common Share

11.58

11.52

11.07

10.63

10.27

0.06

0.5

1.31

12.8

GBank Financial Holdings Inc.

Condensed Consolidated Income Statements

(Unaudited)

Three Months Ended

($’s in 000, except per share data)

Mar 31, 2026

Dec 31, 2025

Sep 30, 2025

Jun 30, 2025

Mar 31, 2025

Interest Income

Loans

18,958

20,196

18,919

17,659

16,836

Deposits With Other Financial Institutions

1,257

1,018

1,160

1,365

1,192

Investment Securities

1,102

1,404

1,421

1,414

1,281

Other Interest Bearing Balances

277

121

122

117

100

Total Interest Income

21,594

22,739

21,622

20,555

19,409

Interest Expense

Deposits

8,893

8,998

8,339

7,905

7,230

Short-term Borrowings and Subordinated Debt

510

286

285

262

285

Total Interest Expense

9,403

9,284

8,624

8,167

7,515

Net Interest Income

12,191

13,455

12,998

12,388

11,894

(Provision) Net Benefit for Credit Losses - Loans

(2,323

)

130

(2,207

)

(1,079

)

(710

)

Net Benefit (Provision) for Credit Losses - Unfunded Commitments

(12

)

(13

)

(11

)

Net Interest Income after Provision for Credit Losses

9,898

13,637

10,779

11,296

11,173

Non-Interest Income

Gain on Sales of Loans

3,790

3,625

3,592

2,593

2,537

Loan Servicing Income

998

963

762

750

703

Service Charges and Fees

Net Interchange Fees

2,191

1,806

2,406

1,535

2,003

Gain on Sale of Investment Securities

426

Other Income

417

387

357

452

164

Total Non-Interest Income

7,454

7,263

7,177

5,384

5,463

Non-Interest Expenses

Salaries and Employee Benefits

6,750

6,237

6,589

6,235

6,400

Occupancy Expenses

410

418

400

392

Other Expenses

8,716

4,813

5,310

3,761

4,115

Total Non-Interest Expenses

15,876

11,460

12,317

10,396

10,907

Income Before Provision For Income Taxes

1,476

9,440

5,639

6,284

5,729

Provision For Income Taxes

(139

)

(2,026

)

(1,282

)

(1,486

)

(1,224

)

Net Income Before Equity Investment Loss

1,337

7,414

4,357

4,798

4,505

Net Loss Attributable to Equity Investment

(22

)

(18

)

(49

)

(43

)

(35

)

Net Income

1,315

7,396

4,308

4,755

4,470

Earnings Per Share

0.09

0.52

0.30

0.33

0.31

Earnings Per Share (Diluted)

0.09

0.51

0.30

0.33

0.31

Average Common Shares Outstanding

14,415

14,360

14,280

14,274

14,256

Diluted Average Common Shares Outstanding

14,506

14,555

14,525

14,551

14,549

GBank Financial Holdings Inc.

Quarter-to-Date Average Balances, Rates, and Interest Income and Expense

(Unaudited)

For the Three Months Ended

March 31, 2026

December 31, 2025

March 31, 2025

(Dollars in thousands)

Average

Yield/

Average

Yield/

Average

Yield/

Balance

Interest

Rate(1)

Balance

Interest

Rate(1)

Balance

Interest

Rate(1)

ASSETS:

Interest Bearing Deposits

132,062

1,257

3.86

96,621

1,018

4.18

102,628

1,192

4.71

Investment Securities:

Taxable

101,725

1,102

4.39

123,431

1,404

4.51

105,222

1,281

4.94

Loans and Loans Held For Sale

1,041,831

18,958

7.38

1,041,955

20,196

7.69

866,690

16,836

7.88

Restricted Investment in Bank Stock

5,513

277

20.38

5,513

121

8.71

4,652

100

8.72

Total Earning Assets

1,281,131

21,594

6.84

1,267,520

22,739

7.12

1,079,192

19,409

7.29

Cash and Due From Banks

6,108

6,834

6,216

Other Assets

68,981

61,709

39,177

Total Assets

1,356,220

1,336,063

1,124,585

LIABILITIES & STOCKHOLDERS’ EQUITY

Deposits:

Interest-bearing Demand

73,173

521

2.89

67,611

415

2.44

65,693

355

2.19

Money Market and Savings

275,878

2,545

3.74

288,993

2,714

3.73

264,085

2,411

3.70

Certificates of Deposit

569,474

5,828

4.15

547,516

5,869

4.25

385,704

4,464

4.69

Total Interest-Bearing Deposits

918,525

8,893

3.93

904,120

8,998

3.95

715,482

7,230

4.10

Short-Term Borrowings

0.00

Subordinated Debt

29,008

510

7.13

26,151

286

4.34

26,095

285

4.43

Total Interest-Bearing Liabilities

947,547

9,403

4.02

930,275

9,284

3.96

741,577

7,515

4.11

Noninterest-bearing Deposits

212,683

216,455

218,874

Other Liabilities

25,098

26,582

20,139

Stockholders’ Equity

170,892

162,751

143,995

Total Liabilities & Stockholders’ Equity

1,356,220

1,336,063

1,124,585

Net Interest Income

12,191

13,455

11,894

Total Yield on Earning Assets

6.84

7.12

7.29

Cost on Interest-Bearing Liabilities

4.02

3.96

4.11

Average Interest Spread

2.82

3.16

3.18

Net Interest Margin

3.86

4.21

4.47

(1) Ratios are annualized on an actual/actual basis

GBank Financial Holdings Inc.

Additional Financial Information

(Unaudited)

Three Months Ended

($’s in 000, except per share data)

Mar 31, 2026

Dec 31, 2025

Sep 30, 2025

Jun 30, 2025

Mar 31, 2025

Key Performance Metrics

Return on Average Assets-Net Income (1)

0.39

2.20

1.37

1.59

1.61

Return on Average Stockholders’ Equity(1)

3.12

18.03

10.89

12.62

12.59

Efficiency Ratio

80.81

55.31

61.05

58.50

62.84

Net Interest Margin(1)

3.86

4.21

4.35

4.31

4.47

Net Revenue(2)

19,645

20,718

20,175

17,772

17,357

Common Equity / Assets

12.03

12.19

12.16

12.30

12.32

Tier 1 Leverage Ratio - Bank

13.43

13.42

13.72

13.82

14.23

Selected Loan Metrics

Guaranteed Portion of Loans Held for Sale

74,507

46,009

66,791

45,242

41,313

Guaranteed Portion of Loans Held for Investment

177,617

183,739

193,688

192,324

204,239

Total Guaranteed Loans

252,124

229,748

260,479

237,566

245,552

Guaranteed Loans as a Percent of Total Loans(2)

17.3

19.2

20.6

22.1

24.2

SBA Loan Originations

189,851

106,744

207,683

132,256

129,351

SBA Loans Sold

79,036

92,258

110,820

82,140

68,720

Gain on Loan Sales Margin(2)

4.79

3.93

3.24

3.16

3.69

Asset Quality

Total nonaccrual loans

39,736

32,141

34,608

18,227

19,220

Loans past due 90 days and still accruing

854

184

146

1,153

Other real estate owned

4,401

2,684

Total non-performing assets

44,137

37,396

37,476

18,373

20,373

Non-performing assets: guaranteed portion

30,949

24,849

27,112

13,792

14,687

Non-performing assets: non-guaranteed portion

13,188

12,547

10,364

4,581

5,686

Non-performing assets to total assets

3.17

2.75

2.88

1.49

1.71

Non-performing assets, excluding guaranteed, to total assets(2)

0.95

0.92

0.80

0.37

0.48

Net charge-offs

1,457

557

836

870

828

Loans past due 30-89 days and accruing

6,255

9,843

3,595

8,182

14,853

Loans past due 30-89 days and accruing: guaranteed portion

2,474

4,574

2,351

5,650

11,915

Loans past due 30-89 days and accruing: non-guaranteed portion

3,781

5,269

1,244

2,532

2,938

Allowance for credit losses (ACL)

10,755

9,890

10,577

9,205

8,997

Nonaccrual loans

39,736

32,141

34,608

18,227

19,220

ACL to nonaccrual loans

ACL to nonaccrual loans, excluding guaranteed(2)

122

136

141

208

168

ACL to loans

1.05

1.03

1.12

1.06

1.07

ACL to loans, excluding guaranteed(2)

1.27

1.28

1.42

1.36

1.41

Book Value

Stockholders’ Equity

167,622

165,755

158,193

151,749

146,616

Common shares outstanding

14,470

14,385

14,288

14,274

14,271

Book value per common share

11.58

11.52

11.07

10.63

10.27

Full-Time Equivalent Employees

189

184

187

188

175

(1) Ratios are annualized on an actual/actual basis

(2) See Reconciliation of Non-GAAP Financial Measures

GBank Financial Holdings Inc.

Reconciliation of Non-GAAP Financial Measures

(Unaudited)

Three Months Ended

($'s in 000, except per share data)

Mar 31, 2026

Dec 31, 2025

Sep 30, 2025

Jun 30, 2025

Mar 31, 2025

Net Revenue(1)

Net Interest Income

12,191

13,455

12,998

12,388

11,894

Non-Interest Income

7,454

7,263

7,177

5,384

5,463

Net Revenue

19,645

20,718

20,175

17,772

17,357

Adjusted Diluted Earnings Per Share Excluding Unusual Items(2)

Net Income

1,315

7,396

4,308

4,755

4,470

Unusual Items:

Form S-1 and Uplift Costs

290

759

Severance Expenses

257

1,001

Credit Card Fraud Losses

4,213

Costs Incurred Related to Discontinued Credit Card Marketing Campaign

416

1,692

Net Gain on Sales of Investment Securities

(426

)

Tax Effect of Unusual Expenses (a)

(963

)

(55

)

(605

)

(64

)

(169

)

Net Income Excluding Unusual Items

4,565

7,588

6,426

4,981

5,060

Weighted average diluted shares outstanding

14,506

14,555

14,525

14,551

14,549

Diluted Earnings Per Share

0.09

0.51

0.30

0.33

0.31

Adjusted Diluted Earnings Per Share Excluding Unusual Expenses

0.31

0.52

0.44

0.34

0.35

Gain on Loan Sales Margin(1)

Gain on Sale of Loans

3,790

3,625

3,592

2,593

2,537

Loans Sold

79,036

92,258

110,820

82,140

68,720

Gain on Loan Sales Margin

4.79

3.93

3.24

3.16

3.69

Guaranteed Loans as a Percent of Loans(3)

SBA and USDA Guaranteed Loans

177,617

183,739

193,688

192,324

204,239

Loans, Net of Deferred Fees and Costs

1,025,136

959,269

940,591

871,630

843,365

Guaranteed Loans as a % of Loans

17.3

19.2

20.6

22.1

24.2

Non-performing assets, excluding guaranteed, to total assets(3)

Non-performing assets

44,137

37,396

37,476

18,373

20,373

Less: SBA and USDA guaranteed portions of non-performing assets

30,949

24,849

27,112

13,792

14,687

Non-performing assets, excluding guaranteed portions

13,188

12,547

10,364

4,581

5,686

Total assets

1,393,812

1,359,491

1,301,378

1,232,424

1,190,012

Non-performing assets, excluding guaranteed, to total assets

0.95

0.92

0.80

0.37

0.48

Allowance for credit losses (ACL) to nonaccrual loans, excluding guaranteed(3)

Nonaccrual loans

39,736

32,141

34,608

18,227

19,220

Less: SBA and USDA guaranteed portions of nonaccrual loans

30,949

27,111

13,792

13,859

9,321

Nonaccrual loans, excluding guaranteed portions

8,787

5,030

20,816

4,368

9,899

ACL to nonaccrual loans, excluding guaranteed

122

197

211

ACL to loans, excluding guaranteed(3)

Loans, net of deferred fees and costs

1,025,136

959,269

940,591

871,630

843,365

Less: SBA and USDA guaranteed portions of loans

177,617

183,739

193,688

192,324

204,239

Loans, excluding guaranteed

847,519

775,530

746,903

679,306

639,126

ACL to loans, excluding guaranteed

1.27

1.28

1.42

1.36

1.41

Non-GAAP Financial Measures Footnotes

(1) We utilize this non-GAAP measurement to present trends in income generation of the Company.

(2) We utilize this non-GAAP measurement to present the core earnings and core ratios of the Company by excluding certain significant one-time expenses.

(3) We utilize these non-GAAP measurements to provide useful metrics regarding the at-risk assets of the Company.

(a) Estimated tax impact calculated using each respective period's effective tax rate.

GBank Financial Holdings Inc.

Exhibit A

(Unaudited)

GRAPHIC

Filename: img18569832_0.jpg · Sequence: 3

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v3.26.1

Document And Entity Information

Apr. 29, 2026

Cover [Abstract]

Document Type

8-K

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false

Document Period End Date

Apr. 29, 2026

Entity Registrant Name

GBank Financial Holdings Inc.

Entity Central Index Key

0001791145

Entity Emerging Growth Company

true

Entity File Number

001-42621

Entity Incorporation, State or Country Code

Entity Tax Identification Number

82-3869786

Entity Address, Address Line One

9115 West Russell Road

Entity Address, Address Line Two

Suite 110

Entity Address, City or Town

Las Vegas

Entity Address, State or Province

Entity Address, Postal Zip Code

89148

City Area Code

(702)

Local Phone Number

851-4200

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

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false

Title of 12(b) Security

Common Stock, par value $0.0001 per share

Trading Symbol

GBFH

Security Exchange Name

NASDAQ

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