GBank Financial Holdings closes $11.0M subordinated notes offering to refinance existing debt

GBank Financial Holdings Inc.

Issued $11.0M aggregate principal of 7.25% Fixed-to-Floating Rate Subordinated Notes due 2036 at 100% of face.
Fixed rate of 7.25% for first 5 years; thereafter quarterly floating at 3-month SOFR plus 382 bps.
Net proceeds to refinance $6.5M of existing 2020 subordinated notes and for general corporate purposes.
Notes qualify as Tier 2 regulatory capital; unsecured and subordinated to senior debt.
Sold via private placement; Janney Montgomery Scott and Piper Sandler acted as placement agents.

item 1.01 item 2.03 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

GBank Financial Holdings Inc. incurred senior notes of $11.0 million at 7.25% per year maturing January 15, 2036.

Instrument: senior notes
Principal: $11.0 million
Rate: 7.25% per year
Maturity: January 15, 2036
Event: incurrence

Exact text from the filing

Under the terms of the Purchase Agreements with the Purchasers, the Company issued and sold $11.0 million in aggregate principal amount of its 7.25% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Notes”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

GBank Financial Holdings Inc. entered into Purchase Agreements with certain institutional accredited investors and qualified institutional buyers valued at $11.0 million (effective 2026-01-14).

Action: entry
Agreement: notes offering
Counterparty: certain institutional accredited investors and qualified institutional buyers
Value: $11.0 million
Effective: 2026-01-14

Exact text from the filing

On January 14, 2026, GBank Financial Holdings Inc. (the “Company”), the parent company for GBank (the “Bank”), entered into Subordinated Note Purchase Agreements (the “Purchase Agreements”) with certain institutional “accredited investors,” as such term is defined in Rule 501 of Regulation D promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), and “qualified institutional buyers,” as such term is defined in Rule 144A promulgated by the SEC under the Securities Act (collectively, the “Purchasers”).

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GBank Financial Holdings Inc. filing history →

Source: SEC EDGAR

accession 0001193125-26-014215

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