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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  March 9, 2026
 
AVIDBANK HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
California
 
001-42792
 
26-1731009
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 
1732 North First Street, 6th Floor
San Jose, CA
 
95112
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (408) 200-7390
 
N/A
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐ 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading Symbol
 
Name of each exchange on
which registered
Common Stock, no par value per share
 
AVBH
 
The Nasdaq Stock Market LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☒
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 


 
 

 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On March 9, 2026, the board of directors (the “Company Board”) of Avidbank Holdings, Inc. (the “Company”) approved the appointment of Mr. Keith F. Jensen as a member of the Company Board. Mr. Jensen will also serve on the board of directors of Avidbank (the “Bank Board”), the Company’s wholly-owned bank subsidiary (the “Bank”), with both appointments effective March 9, 2026.
 
Based on Mr. Jensen’s background, experience and qualifications, he is considered (i) an independent director under the applicable Securities and Exchange Commission and NASDAQ rules; and (ii) an “audit committee financial expert” as defined under Item 407(d)(5) of Regulation S-K. Mr. Jensen will serve on the Audit Committee of the Company Board and the Investment and Asset-Liability Committee of both the Company Board and the Bank Board.
 
There is no arrangement or understanding between Mr. Jensen and any other person pursuant to which he was selected as a director, and there are no family relationships between him and any other director, executive officer, or person nominated or chosen by the Company to become an executive officer. There are no transactions involving Mr. Jensen to be reported pursuant to Item 404(a) of Regulation S-K. Mr. Jensen will receive the same compensation as currently paid to the Company’s and the Bank’s other board members.
 
Mr. Jensen’s appointment to the Company Board and the Bank Board filled the existing vacancy on each board. As a result, there are currently ten (10) directors serving on the Company Board and the Bank Board.
 
Item 7.01
Regulation FD Disclosure
 
A copy of the press release issued by the Company on March 11, 2026 regarding the appointment of Mr. Jensen is attached as Exhibit 99.1 to this Current Report on Form 8-K.
 
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
 
Item 9.01
Financial Statements and Exhibits
 
(d) Exhibits
 
Exhibit No.
Description
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated: March 13, 2026
AVIDBANK HOLDINGS, INC.
     
 
By:
/s/ Victor DeMarco
 
Name:
 Victor DeMarco
 
Title:
 Executive Vice President and Chief Legal Officer
 
 
 

Exhibit 99.1

 

Keith Jensen Joins Avidbank Holdings, Inc. Board of Directors

 

SAN JOSE, CA / ACCESS Newswire / March 11, 2026 / Avidbank Holdings, Inc. (NASDAQ:AVBH), the holding company for Avidbank, a state-chartered bank, is pleased to announce that Keith Jensen has joined the Board of Directors. Mr. Jensen is a four-decade veteran of corporate finance and is a seasoned public and private company CFO with extensive experience in the technology sector.

 

photo_01.jpg

 

Mr. Jensen has a proven track record of driving profitability and growth in organizations ranging from VC-backed startups to enterprises exceeding $5 Billion in revenue with his most recent experience being Chief Financial Officer with Fortinet, a world leader in cyber security.

 

Mr. Jensen's expertise spans corporate governance, regulatory compliance, and strategic capital raising, having completed numerous equity and debt financing rounds. He is highly skilled in multinational operations, including global IT, tax, and manufacturing and has successfully integrated multiple acquisitions while implementing robust ERP and SOX frameworks.

 

"Keith's long and diverse expertise in technology, finance and public company experience will be accretive to Avidbank's mission going forward," stated Mark D. Mordell, Chairman and CEO. "We are pleased to have him join our board."

 

"I'm honored to join Avidbank's Board and look forward to working alongside the leadership team to support the Bank's growth and client success by ensuring they receive the high‑touch, personalized service and innovative strategies that set Avidbank apart," Mr. Jensen remarked.

 

About Avidbank

 

Avidbank Holdings, Inc. (NASDAQ:AVBH), headquartered in San Jose, California, offers innovative financial solutions and services. We specialize in commercial & industrial lending, venture lending, structured finance, asset-based lending, sponsor finance, fund finance, and real estate construction and commercial real estate lending. Avidbank provides a different approach to banking. We do what we say.

 

Contact:

Patrick Oakes
Executive Vice President and Chief Financial Officer
408-200-7390
IR@avidbank.com