GBank Financial Holdings Inc. 8-K

What Happened

• GBank Financial Holdings Inc. announced on Jan. 14, 2026 that it issued and sold $11.0 million aggregate principal amount of 7.25% Fixed-to-Floating Rate Subordinated Notes due 2036 in a private placement. The Notes were sold to accredited investors and qualified institutional buyers at 100% of face amount. The company said it intends to use net proceeds for general corporate purposes, including refinancing existing indebtedness. A press release announcing the offering was filed on Jan. 15, 2026.

Key Details

• Amount: $11.0 million aggregate principal.
• Coupon & term: 7.25% fixed interest from Jan. 14, 2026 through (but excluding) Jan. 15, 2031 (semi‑annual payments); then resets quarterly to three‑month SOFR + 382 basis points (quarterly payments) from Jan. 15, 2031 until maturity.
• Maturity and redemption: Matures Jan. 15, 2036. Company may redeem (in whole or part) on or after Jan. 15, 2031 at 100% of principal plus accrued interest; holders have no redemption right.
• Security & priority: Unsecured, subordinated obligations of the holding company (not guaranteed by subsidiaries) and rank junior to the company’s senior debt; intended to qualify as Tier 2 regulatory capital.
• Offering method: Private placement relying on Section 4(a)(2) and Rule 506(b) of Regulation D.

Why It Matters

• The issuance raises $11.0M of subordinated debt to bolster the holding company’s capital and to fund corporate needs, including refinancing existing debt, which can affect the company’s capital structure and interest expense profile.
• Because the Notes are subordinated and unsecured, they are riskier than senior debt (holders are behind senior creditors in repayment priority). However, treatment as Tier 2 capital may help the company’s regulatory capital ratios.
• The fixed 7.25% coupon for five years followed by a floating SOFR-based rate exposes the company to lower near-term interest certainty but potential variability after 2031; this can influence future financing costs.