GBank Financial Holdings (GBFH) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 1, 2026, with expanded access for shareholders and cost savings.

• Shareholders of record as of March 16, 2026, are eligible to vote on key proposals and participate online.

• Proxy materials are available both by mail and online, and voting can be done by mail, phone, or internet.

Voting matters and shareholder proposals

• Shareholders will vote to elect three Class I directors for terms expiring in 2029.

• Ratification of RSM US LLP as the independent auditor for 2026 is on the agenda.

• Approval of the 2026 Incentive Compensation Plan is proposed.

• Board recommends voting FOR all three proposals.

• Procedures for submitting shareholder proposals and director nominations for 2027 are outlined.

Board of directors and corporate governance

• The board consists of nine members divided into three classes with staggered three-year terms.

• Majority of directors are independent per Nasdaq rules; two are not due to executive roles or family relationships.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Gaming FinTech.

• Board leadership combines the roles of Executive Chairman and CEO.

• Annual board and committee evaluations are conducted for effectiveness.