GBank's $11M Debt Deal to Fuel Gaming FinTech and SBA Lending Push

LAS VEGAS, NV – January 15, 2026 – GBank Financial Holdings Inc. (NASDAQCM: GBFH), the parent company of GBank, announced this week it has successfully completed an $11.0 million private placement of subordinated debt. The move is designed to strengthen the company’s capital base, refinance existing obligations, and provide fresh capital to accelerate its growth in specialized national markets.

The new 7.25% Fixed-to-Floating Rate Subordinated Notes, which mature in 2036, provide a significant injection of Tier 2 regulatory capital. According to the company, the net proceeds will be used for general corporate purposes, most notably to redeem $6.5 million in older subordinated debt that was nearing its floating-rate period.

In a statement, Edward M. Nigro, Executive Chairman and CEO of GBank Financial Holdings, emphasized the strategic nature of the offering. “We have always maintained a high capital ratio to sustain our balance sheet growth, and the execution of this sub debt provides additional funds to redeem the $6.5 million of existing sub debt issued in 2020 while increasing our GBFH available capital,” Nigro stated.

This capital raise comes at a pivotal time for the Las Vegas-based institution as it continues to carve out a distinct identity in the competitive banking sector, focusing on high-growth niches that larger, more generalized banks often overlook.

A Strategic Refinancing in a New Rate Environment

A key component of the transaction is the refinancing of $6.5 million in subordinated debt originally issued in December 2020. A closer look at the terms of both the old and new debt reveals a calculated response to a dramatically different interest rate environment.

The 2020 notes carried a fixed rate of 4.50% and were set to convert to a floating rate in January 2026, pegged at the Three-Month Secured Overnight Financing Rate (SOFR) plus a spread of 423 basis points. By redeeming this debt, GBank avoids the uncertainty of that floating rate period.

The new $11.0 million in notes start with a higher fixed rate of 7.25%, a clear reflection of the elevated interest rates of 2026 compared to the near-zero rate environment of late 2020. However, the new debt offers two key advantages. First, it extends the company's funding maturity by five years to 2036, providing greater long-term stability. Second, when the new notes convert to a floating rate in 2031, their spread will be SOFR plus 382 basis points—a 41-basis-point improvement over the older debt's spread. This could translate into significant interest cost savings in the latter half of the notes' term.

This maneuver effectively allows GBank to lock in its funding structure for another five years at a fixed cost while securing a more favorable long-term floating rate, demonstrating a proactive approach to balance sheet management in a volatile economic climate.

Bolstering Capital for Growth and Resilience

The offering isn't just about refinancing; it results in a net increase of $4.5 million in available capital. Crucially, the notes are structured to qualify as Tier 2 capital for regulatory purposes. For a bank, regulatory capital is the bedrock of its financial strength, acting as a cushion to absorb unexpected losses and supporting its ability to lend and grow.

Tier 2 capital, or supplementary capital, enhances a bank's total capital adequacy ratio, a key metric watched by regulators like the FDIC. In an era where regulatory scrutiny over bank capital levels remains high, particularly following market shifts in recent years, this move strengthens GBank's position. It signals to regulators, investors, and customers that the bank is well-capitalized and resilient.

This fortified capital base provides the institution with greater operational flexibility. It serves as a strategic war chest that can be deployed to expand its loan portfolio, invest in new technology, or potentially pursue acquisitions without taking on excessive leverage. By proactively managing its capital structure, GBank ensures it has the necessary resources to not only withstand economic headwinds but also to aggressively pursue its strategic objectives.

Fueling a Niche-Driven Growth Engine

Beyond balance sheet fortification, the additional capital is earmarked to fuel GBank's dual-pronged growth strategy focused on two highly specialized and lucrative sectors: Gaming FinTech and national Small Business Administration (SBA) lending.

Headquartered in the gaming capital of the world, GBank has developed a sophisticated national payment and Gaming FinTech business line. This division caters to the complex financial needs of gaming operators across the United States, offering proprietary solutions like Pooled Player and Prepaid Accounts. A flagship product, the GBank Visa Signature® Card, is specifically tailored for the gaming and sports entertainment markets. As the gaming industry increasingly integrates with financial technology—embracing digital wallets, optimized payment processing, and enhanced security—GBank's early specialization positions it as a key financial partner in this evolving ecosystem. The new capital will enable further investment in this platform, helping it scale and capture more market share.

Simultaneously, GBank has established itself as a top national SBA lender with operations in 40 states. Demand for SBA-guaranteed loans remains robust as small and medium-sized businesses seek capital for growth, technology upgrades, and working capital. GBank's expertise and broad geographic reach allow it to capitalize on this persistent demand. The infusion of new capital will directly support the expansion of its SBA lending programs, allowing the bank to originate more loans and grow this profitable, government-guaranteed portfolio.

Market Perspective and Future Outlook

While GBank's strategic moves appear sound, its stock (GBFH) has underperformed the broader US Banks industry over the past year. However, this recent performance contrasts with a generally optimistic view from market analysts. The consensus rating for GBFH remains a "Moderate Buy," with some analysts setting price targets that suggest a potential upside of over 50% from its current trading price. Just this week, Hovde Group initiated coverage with an "Outperform" rating, reinforcing positive sentiment from other firms like Jones Trading.

This divergence suggests that while the market may have been tepid in the short term, industry experts see significant long-term value in GBank's specialized business model and strategic execution. The successful completion of this debt offering could serve as a catalyst, reassuring investors of the company's financial prudence and its clear roadmap for growth.

By securing long-term capital and deleveraging from older debt, GBank has strengthened its foundation. This strategic financial maneuver provides GBank with the resources to navigate the competitive landscape and execute its vision for specialized banking in the years ahead.