GBank Financial Holdings Inc.: CEO and executive chairman resigns

What happened

• On Oct 22, 2026, GBank Financial Holdings Inc filed an 8-K reporting that Edward M. Nigro tendered his resignation as executive chairman and chief executive officer of the Company and as executive chairman and a director of its subsidiary GBank, and the boards accepted his resignations effective immediately. The filing states Mr. Nigro will continue to serve as a director of the Company.
• The filing reports that Jeffrey K. Newgard, president and chief executive officer of the Bank, will assume the roles of president and chief executive officer of the Company upon effectiveness of Mr. Nigro’s resignation and was appointed a director of the Company and chairman of the Bank board, effective Oct 22, 2026.

Key details

• The Company and the Bank entered into a Separation Agreement with Mr. Nigro dated Oct 22, 2026 that replaces his prior Intercompany Shared Employment Agreement dated Jan 31, 2024.
• Under the Separation Agreement, Mr. Nigro will receive: an amount equal to $425,000 annualized from the Separation Date through the Term End Date; the pro rated portion of his cash bonus for Jan 1, 2026 through the Separation Date; payment or reimbursement of COBRA premiums for an 18-month period; reimbursement of legal fees up to $10,000; and assistance with SEC reporting obligations.
• Mr. Nigro remains eligible for vested and unvested equity awards, vested and accrued benefits under company and bank benefit plans, and rights to indemnification and directors’ and officers’ liability insurance coverage.
• The Company intends to enter into an amended and restated employment agreement with Mr. Newgard; terms will be disclosed in an amendment to this Form 8-K.

Why it may matter

• This filing is reported under Item 5.02 (departure of directors or certain officers; election of directors) and provides the required disclosure of the officer resignations, appointments, and the Separation Agreement terms. The filing also attaches the Separation Agreement as an exhibit. The filing does not show why the insider traded or why the company acted.