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GBank Financial Holdings Inc. (GBFH) has released its 2025 Definitive Proxy Statement in advance of the virtual Annual Meeting scheduled for 2:00 p.m. PT on Friday, 1 August 2025. Only holders of the 14,042,011 outstanding shares of common stock as of the 13 June 2025 record date are entitled to vote.

Key voting items

• Proposal 1 鈥� Election of three Class III directors (Kathryn S. Lever, Todd A. Nigro, Alan C. Sklar) to serve until the 2028 AGM. Directors are elected by plurality; cumulative voting is not permitted.
• Proposal 2 鈥� Ratification of RSM US LLP as independent registered public accounting firm for fiscal year ending 31 Dec 2025. Requires majority of votes cast.

The Board unanimously recommends shareholders vote FOR all proposals. Proxies are solicited by the Board and may be voted via mail, internet, telephone, or at the meeting platform (Zoom ID 856 1782 9948; password 066066).

Corporate governance highlights

• Board size fixed at ten; currently 60 % (6/10) independent under Nasdaq rules.
• Separate Chair (Edward M. Nigro) and CEO (T. Ryan Sullivan) roles; majority-independent Audit, Compensation, and Nominating & Governance Committees.
• Audit Committee chaired by Kathryn S. Lever; Lever and Charles W. Griege, Jr. are designated 鈥渁udit committee financial experts.鈥�
• Average 2024 Board attendance exceeded 75 % except for Ms. Lever.
• Virtual-only meeting structure is allowed under Nevada law, expected to reduce cost and expand access.

Executive compensation (FY 2024)

• Executive Chairman Edward M. Nigro: total comp $829k (base $250k; bonus $194k; stock $366k; other $20k).
• CEO T. Ryan Sullivan: total comp $1.0 m (base $400k; bonus $194k; stock $366k; other $43k).
• EVP & Chief SBA Officer Nancy M. DeCou: total comp $4.37 m, driven by $4.00 m in SBA-related commissions.

The company qualifies as an 鈥渆merging growth company鈥� and therefore provides scaled disclosure; no Say-on-Pay vote is required this year.

Notable operational context from biographies

• GBFH shares began trading on Nasdaq in 2025; the bank has appeared on OTCQX 鈥淏est 50鈥� for three consecutive years and S&P鈥檚 Top-100 community bank list (2016-2022).
• The bank continues to expand its Gaming FinTech initiatives, including launch of a Visa credit card tailored to the gaming sector (2022).

Shareholders can access full proxy materials, the 2024 Annual Report and voting instructions at www.gbankfinancialholdings.com/annual-meeting.

SEC Form 4 filing: Director Jessica M. Bibliowicz reported the grant of 1,446 restricted stock units (RSUs) of Apollo Global Management, Inc. (APO) on 01 July 2025 under the company鈥檚 2019 Omnibus Equity Incentive Plan. Each RSU converts into one share of common stock when vested and, per Bibliowicz鈥檚 deferral election, shares will be issued after she leaves the Board.

Following the grant, the director鈥檚 total beneficial ownership rises to 14,472 shares, including 6,802 previously issued RSUs. The transaction carried a stated price of $0 because it is an equity award, not an open-market purchase.

• The RSUs vest in installments, subject to continued service.
• No derivative securities were bought or sold, and no cash changed hands.
• The filing does not disclose any sales, dispositions, or purchases by the insider beyond the single RSU grant.

The activity is routine board compensation and does not materially alter the company鈥檚 share count or governance profile, but it affirms alignment of director incentives with shareholder value.

On 2 July 2025, Enstar Group Limited (symbol: ESGR) and its financing subsidiary filed Post-Effective Amendment No. 1 to six previously effective Form S-3 shelf registration statements. The amendment follows the completion of a series of mergers, effective the same day, in which Enstar became a wholly owned subsidiary of Elk Bidco Limited. Because public offerings under these shelves have been terminated, the registrants are deregistering all securities that remained unsold under the following registration numbers: 333-270204, 333-220889, 333-215144, 333-195562, 333-151461 and 333-143064. No new securities are being offered, and no financial results are provided. Signatures were executed by Audrey B. Taranto (General Counsel) for Enstar Group Limited and Jennifer Miu (Chief Financial Officer) for Enstar Finance LLC.

Enstar Group Limited (ESGR) and subsidiary Enstar Finance LLC filed a Post-Effective Amendment No. 1 on Form S-3 with the SEC on 2 July 2025. The filing follows the closing of a series of mergers effected pursuant to the 29 July 2024 Agreement and Plan of Merger under which Enstar survived as a wholly owned subsidiary of Elk Bidco Limited (鈥淧arent鈥�).

Because the company has terminated all public offerings in connection with the mergers, the amendment deregisters all unsold securities remaining under six previously effective shelf registration statements (Nos. 333-270204, 333-220889, 333-215144, 333-195562, 333-151461 and 333-143064). These shelves had covered ordinary shares, preference shares, depositary shares, various classes of debt, warrants, purchase contracts and units, some offered by Enstar and some by selling shareholders.

The document is administrative in nature鈥攏o new securities are being offered, no capital is being raised and no financial results are disclosed. Signatures were provided by General Counsel Audrey B. Taranto on behalf of Enstar Group Limited and CFO Jennifer Miu on behalf of Enstar Finance LLC.

Form 4 filing for Apollo Global Management, Inc. (APO): Director Mitra O鈥橬eill (professionally known as Mitra Hormozi) reported the grant of 1,446 restricted stock units (RSUs) on 07/01/2025 under the company鈥檚 2019 Omnibus Equity Incentive Plan. Each RSU converts into one share of APO common stock upon vesting, with settlement deferred until the director leaves the board. Following the award, the director鈥檚 direct holdings total 30,344 shares (including 7,049 RSUs already held). In addition, 2,500 shares are indirectly held through an entity controlled by the director鈥檚 spouse. No shares were sold, no cash changed hands, and no derivative securities were involved. This filing reflects routine, service-based equity compensation aimed at aligning director interests with shareholders rather than signaling a change in company fundamentals.

Form 4 overview 鈥� Hillenbrand, Inc. (HI), filed 07/02/2025

Senior Vice President J. Michael Whitted reported multiple equity transactions dated 06/30/2025:

• Restricted-stock unit (RSU) exercise (Code M): 17,989 common shares converted at a $0 exercise price.
• Tax-withholding disposition (Code F): 5,272 shares surrendered at a weighted-average $20.60 (price range $20.27鈥�$20.60).

Resulting direct ownership moved from an implied 68,756 shares pre-exercise to 81,473 shares 辫辞蝉迟-飞颈迟丑丑辞濒诲颈苍驳鈥攁 +12,717-share net increase (鈮�+18.5%).

Derivative holdings were also updated. Whitted received or recorded awards under six RSU programs, adding 1, -17,989, 19, 52, 90 and 84 units, leaving:

• 53,954 RSUs from the 6/28/2024 award
• 35,965 RSUs from the same grant after the M conversion
• 1,726; 4,709; 8,153; and 7,630 RSUs under earlier & matching programs

All RSUs carry dividend-equivalent rights and vest in annual tranches through March 31 2028.

Interpretation for investors: No open-market sale occurred aside from statutory tax withholding; the executive鈥檚 net equity exposure to HI increased materially. Such exercises are routine around vesting dates but can be viewed as a mild vote of confidence when accompanied by net share accumulation. The transaction size (鈮�$1.6 M based on market price) is not large versus Hillenbrand鈥檚 ~$3.5 B market cap and is unlikely to move the stock, yet it modestly strengthens insider-ownership alignment.

Form 4 overview: Director John Paulson reported a routine equity grant from Bausch Health Companies Inc. (NYSE: BHC) dated 06/30/2025.

• Transaction: 9,384 restricted share units (RSUs) issued in lieu of quarterly cash board fees; coded 鈥淎鈥� (acquired) at a cost basis of $0.
• Direct holdings: Increase to 341,439 common shares after the grant.
• Indirect holdings: Paulson-managed funds continue to own 32,791,702 shares; Paulson disclaims beneficial ownership beyond his pecuniary interest.
• Nature of grant: RSUs convert 1-for-1 into common shares at vesting, further aligning the director鈥檚 incentives with shareholders but creating negligible dilution given BHC鈥檚 ~365 million shares outstanding.

No cash was exchanged and there were no derivative transactions. The filing reflects standard board compensation rather than an active investment decision, so immediate market impact is expected to be minimal.

Form 4 filing overview: Clover Health Investments (CLOV) reported insider activity by Jamie L. Reynoso, listed as 鈥淐EO, Medicare Advantage.鈥� On 30 June 2025 Ms. Reynoso earned 217,523 Class A shares through the final tranche of a March 16 2023 performance-based RSU award. To satisfy withholding taxes, the company automatically sold 85,596 shares at $2.79 per share. After the automatic sale, Ms. Reynoso鈥檚 direct ownership stands at 3,328,328 Class A shares, up roughly 132 k shares versus the prior balance.

• Nature of transaction: 鈥淎鈥� code denotes acquisition from equity award; 鈥淔鈥� code denotes shares withheld for taxes鈥攏either represents an open-market trade.
• Cost basis: RSUs were settled at no cash cost to the insider; only the tax-withholding sale carries a market price.
• Alignment impact: The executive retains a sizable equity stake (鈮�3.3 million shares), reinforcing incentive alignment, but no new cash investment was made.

Overall, the filing reflects routine equity-compensation vesting and related tax withholding rather than a discretionary buy or sell decision. Market impact is expected to be neutral barring other catalysts.

Form 4 filing overview: Clover Health Investments (CLOV) reported insider activity by Jamie L. Reynoso, listed as 鈥淐EO, Medicare Advantage.鈥� On 30 June 2025 Ms. Reynoso earned 217,523 Class A shares through the final tranche of a March 16 2023 performance-based RSU award. To satisfy withholding taxes, the company automatically sold 85,596 shares at $2.79 per share. After the automatic sale, Ms. Reynoso鈥檚 direct ownership stands at 3,328,328 Class A shares, up roughly 132 k shares versus the prior balance.

• Nature of transaction: 鈥淎鈥� code denotes acquisition from equity award; 鈥淔鈥� code denotes shares withheld for taxes鈥攏either represents an open-market trade.
• Cost basis: RSUs were settled at no cash cost to the insider; only the tax-withholding sale carries a market price.
• Alignment impact: The executive retains a sizable equity stake (鈮�3.3 million shares), reinforcing incentive alignment, but no new cash investment was made.

Overall, the filing reflects routine equity-compensation vesting and related tax withholding rather than a discretionary buy or sell decision. Market impact is expected to be neutral barring other catalysts.