SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
NIGRO EDWARD MICHAEL
(Last) (First) (Middle)
9115 WEST RUSSELL ROAD
SUITE 110
(Street)
LAS VEGAS NV 89148
(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
06/10/2025
4. If Amendment, Date of 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
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
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 Securities Underlying Derivative Security (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: 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
1. Name and Address of Reporting Person*
NIGRO EDWARD MICHAEL
(Last) (First) (Middle)
9115 WEST RUSSELL ROAD
SUITE 110
(Street)
LAS VEGAS NV 89148
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Chairman
1. Name and Address of Reporting Person*
1990 Sovereign Holdings LLC
(Last) (First) (Middle)
9115 W. RUSSELL ROAD
(Street)
LAS VEGAS NV 89148
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Manager
1. Name and Address of Reporting Person*
2000 Universal Holdings LLC
(Last) (First) (Middle)
9115 W. RUSSELL ROAD
(Street)
LAS VEGAS NV 89148
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Manager
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.
/s/ Edward M. Nigro 06/11/2025
/s/ Edward M. Nigro, Manager 2000 Universal Holdings, LLC, a Nevada limited liability company 06/11/2025
/s/ Edward M. Nigro, Manager 1990 Sovereign Holdings, LLC, a Nevada limited liability company 06/11/2025
** Signature of Reporting Person Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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