GBank Financial Holdings Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Filed by a Party other than the Registrant ☐

Check the appropriate box:

(Exact name of registrant as specified in its charter)

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Dear Stockholder:

We cordially invite you to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of GBank Financial Holdings Inc. (“we”, “us”, “our”, or our “Company”) to be held solely by means of remote communications on Friday, May 1, 2026 at 2:00 p.m., Pacific Time.

The purposes of the Annual Meeting are set forth in the accompanying Notice of 2026 Annual Meeting of Stockholders and Proxy Statement.

In accordance with Nevada law and the Bylaws of our Company, and in order to provide expanded access, improved communication and cost savings for our stockholders, we are holding our Annual Meeting in a virtual meeting format only. We believe that hosting a virtual Annual Meeting will also enable more of our stockholders to attend and participate in the Annual Meeting since our stockholders can participate from any location around the world with internet access. You may attend and participate in the Annual Meeting by logging onto the virtual meeting platform at www.virtualshareholdermeeting.com/GBFH2026 and entering the control number found on your proxy card, voting instruction form, or notice you previously received. You may vote during the Annual Meeting by following the instructions available on the meeting website during the Annual Meeting. Those planning to participate in the Annual Meeting should connect to the virtual meeting platform at least 15 minutes prior to the start of the Annual Meeting. If you would like to ask a question for discussion at the Annual Meeting, please submit your question to Hilary Sledge-Sarnor, our General Counsel & Corporate Secretary, at hsledgesarnor@g.bank by 5:00 p.m., Pacific Time, on Wednesday, April 29, 2026.

The enclosed Notice of 2026 Annual Meeting of Stockholders and Proxy Statement describe the formal business to be transacted at the Annual Meeting. During the Annual Meeting we will also report on our Company’s results of operations. Also enclosed for your review is our Annual Report to Stockholders, which contains detailed information concerning our activities and operating performance.

Only stockholders of record as of the close of business on March 16, 2026, the record date for the Annual Meeting, will be entitled to receive notice of and to vote at the Annual Meeting. It is important that your shares be represented at the Annual Meeting, whether or not you plan to attend virtually. Please complete, sign and date the enclosed proxy card and return it as soon as possible in the postage-paid envelope provided so that your shares will be represented at the Annual Meeting. Alternatively, you may vote via the Internet on the virtual meeting platform or by telephone. Instructions and applicable deadlines for voting via the Internet or by telephone are set forth on the enclosed proxy card. You may revoke your proxy at any time before its exercise, and you may attend the Annual Meeting and vote virtually, even if you have previously returned your proxy card or voted via the Internet or by telephone. However, if you are a stockholder whose shares are not registered in your own name, you will need additional documentation from the record holder of your shares and will need to register in advance to vote your shares virtually at the Annual Meeting.

We thank you for your prompt attention to this matter and appreciate your continued support.

Sincerely,

Edward M. Nigro

Executive Chairman and Chief Executive Officer

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of GBank Financial Holdings Inc.:

The 2026 Annual Meeting of Stockholders (which we refer to as the “Annual Meeting”) of GBank Financial Holdings Inc. (which we refer to as “we”, “us”, “our”, or our “Company”) will be held solely by means of a virtual meeting platform on Friday, May 1, 2026 at 2:00 p.m., Pacific Time, for the following purposes:

In accordance with Nevada law and the Bylaws of our Company, and in order to provide expanded access, improved communication and cost savings for our stockholders, we are holding the Annual Meeting in a virtual meeting format only. You will not be able to attend the Annual Meeting in-person.

We believe that hosting a virtual Annual Meeting will also enable more of our stockholders to attend and participate in the Annual Meeting since our stockholders can participate from any location around the world with internet access. You may attend and participate in the Annual Meeting by logging onto the virtual meeting platform at www.virtualshareholdermeeting.com/GBFH2026 and entering the control number found on your proxy card, voting instruction form, or notice you previously received. You may vote during the Annual Meeting by following the instructions available on the meeting website during the Annual Meeting. Those planning to participate in the Annual Meeting should connect to the virtual meeting platform at least 15 minutes prior to the start of the Annual Meeting. If you would like to ask a question for discussion at the Annual Meeting, please submit your question to Hilary Sledge-Sarnor, our General Counsel & Corporate Secretary, at hsledgesarnor@g.bank by 5:00 p.m., Pacific Time on Wednesday, April 29, 2026.

Only stockholders of record as of the close of business on March 16, 2026, the record date for the Annual Meeting, will be entitled to receive notice of and to vote at the Annual Meeting. It is important that your shares be represented at the Annual Meeting, whether or not you plan to attend virtually. Please complete, sign and date the enclosed proxy card and return it as soon as possible in the postage-paid envelope provided so that your shares will be represented at the Annual Meeting. Alternatively, you may vote via the Internet on the virtual meeting platform or by telephone. Instructions and applicable deadlines for voting via the Internet or by telephone are set forth on the enclosed proxy card.

By Order of the Board of Directors,

Edward M. Nigro

Executive Chairman and Chief Executive Officer

Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders To Be Held on May 1, 2026: we are providing access to our proxy materials both by sending you a full set of the proxy materials and making electronic copies of the Notice of 2026 Annual Meeting of Stockholders, the Proxy Statement, and our 2025 Annual Report to Stockholders available at www.gbankfinancialholdings.com/annual-meeting and on the “SEC Filings” page of our website at www.gbankfinancialholdings.com/secfilings.

Your Vote is Important

A proxy card is included with this Proxy Statement. Whether or not you plan to attend the Annual Meeting by attending the virtual meeting, please vote by completing, signing and dating the enclosed proxy card and promptly mailing it, or via the Internet pursuant to the instructions provided on the enclosed proxy card. You may revoke your proxy card in the manner described in the Proxy Statement at any time before it is exercised. See “About the Annual Meeting” for more information on how to vote your shares or revoke your proxy.