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GBank Financial Holdings Inc. 2025 ANNUAL REPORT under Rule 14a-3(b) of theSecurities Exchange Act of 1934 For the fiscal year ended December 31, 2024For the annual meeting of stockholders on August 1, 2025 GBANK FINANCIAL HOLDINGS INC.2025 ANNUAL REPORT Section 1. BusinessSection 2. Market for Registrant’s Common Equity and Related Stockholder MattersSection 3. Selected Financial DataSection 4. Management’s Discussion and Analysis of Financial Condition and Results of OperationsSection 5. Quantitative and Qualitative Disclosures About Market RiskSection 6. Financial Statements and Supplementary DataSection 7. Changes In and Disagreements with Accountants on Accounting and Financial DisclosureSection 8. Directors and Executive OfficersADDENDUM I – FINANCIAL STATEMENTSReport of Independent Registered Public Accounting Firm PART I Unless the context otherwise requires, references in this Annual Report to “we,” “us,” “our,” “our Company,” the “Company” orrefer to GBank Financial HoldingsInc., a Nevada corporation, and its consolidated subsidiaries as a whole; references to the “BankGBank, a wholly-owned subsidiary of the Company. In addition, unless the context otherwise requires, references to “stockholders”holders of outstanding shares of our common stock, par value $0.0001 per share (the “common stock”). SECTION 1.BUSINESS General We are a bank holding company that conducts business through its wholly owned subsidiary, GBank, collectively referred to as “our“we.” GBank is a Nevada state-chartered bank, with deposits insured by the Federal Deposit Insurance Corporation (“FDIC”). Foundewe operate two full-service commercial branches in Las Vegas, Nevada, with primary lending activities focused on its National SmalAdministration (“SBA”) business and on engaging clients in Nevada, California, Utah, and Arizona within its Commercial BankingWe have key businesses in three prominent products: Government Guaranteed Lending, Gaming FinTech, and Commercial Banking. As the result of a reorganization approved by stockholders in 2017, GBank became our wholly owned subsidiary. GBank’s deposits aup to the applicable limits by the FDIC. Our administrative headquarters is located at 9115 West Russell Road, Suite 110, Las Vega89148. GBank provides general commercial banking services with an emphasis on serving the needs of small- and medium-sized businessesworth individuals, professionals, and investors. GBank offers a full complement of consumer deposit products and is focused on depremium level of service. GBank is committed to fulfilling our responsibilities under the Community Reinvestment Act in asseattempting to meet the credit needs of all members of the communities it serves. We derive our revenue from interest on loans, interest on investments, various fees and service charges, loan servicing, and gains onat GBank level. GBank offers a full range of deposit and loan products for businesses including remote deposit capture, onlinecommercial real estate loans, commercial lines of credit, and government guaranteed loans. The products offered by GBank acommoditized. However, GBank focuses on delivering their products with a premium level of service from what we believe to be thquality team members in the industry. Although GBank’s products are competitively priced, GBank does not claim to have the leastproducts. Examples of the high value service offered by GBank are: (i) loan decisions within days of an initial request that incapplicable information to evaluate, and (ii) house calls by GBank’s business bankers to open deposit accounts at our clients’ officerequiring the client to come into the business banking center. This level of service is more costly to deliver and thus GBank may notthe low-cost provider, however, we believe that GBank provides this level of service that will allow for a higher level of revsignificantly better margins than industry averages. Our Management evaluates our services on an ongoing basis and will add or delete services based upon the needs of our customers, cofactors, and our financial and other capabilities. Future services may also be significantly influenced by improvements and develotechnology and evolving state and federal laws and regulations. We had 169 full-time equivalent employees as of December 31, 2024, the majority of which are employed by GBank. As of December 31, 2024, we had total assets of $1.122 billion of which $815.9 million were loans. We also had $935.1 million inGBank’s Tier 1 Capital Leverage Ratio was 12.90% as of December 31, 2024. We have experienced tremendous success for the past five years. Fueled by strong relationships with business owners, organizationand professionals in our primary markets, we grew net income by 296% to $18.6 million in 2024, up from $4.7 million in 2018. Fgrew total assets by 371% to $1.122 billion as of December 31, 2024, up from $238.4 million as of December 31, 2018. Table of Contents Our secret to long-term succe