Avidbank (AVBH) sells 7% notes, moves to retire 5% 2029 debt

Rhea-AI Filing Summary

Avidbank Holdings, Inc. (AVBH) completed a private placement of $30 million aggregate principal amount of 7.00% Fixed-to-Floating Rate Subordinated Notes due 2036. The notes were sold at 100% of face value to institutional accredited investors and qualified institutional buyers under Regulation D exemptions.

The notes pay a fixed 7.00% annual interest rate from August 26, 2026 to, but excluding, September 1, 2031, then reset quarterly at three-month term SOFR + 291 basis points (or another benchmark as provided in the terms) until maturity or earlier redemption. The company plans to use the net proceeds to redeem and/or repurchase its $22 million of outstanding 5.000% fixed-to-floating subordinated notes due 2029 and for general corporate purposes. On August 27, 2026, it privately repurchased and cancelled $18 million of the 2029 notes for approximately $18.2 million, and gave notice to redeem the remaining $4 million on September 30, 2026, after which the 2029 notes will be fully retired. The new notes are unsecured, subordinated obligations intended to qualify as Tier 2 capital, are not guaranteed by subsidiaries, and are callable by the company on or after September 1, 2031 and in certain limited circumstances before then.

8-K Event Classification

5 items: 1.01, 2.03, 7.01, 8.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

New subordinated notes principal: $30 million Fixed interest rate on new notes: 7.00% per year Floating spread over three-month term SOFR: 291 basis points +5 more

8 metrics

New subordinated notes principal $30 million Aggregate principal amount of 7.00% Fixed-to-Floating Rate Subordinated Notes due 2036

Fixed interest rate on new notes 7.00% per year From August 26, 2026 to, but excluding, September 1, 2031 or earlier redemption date

Floating spread over three-month term SOFR 291 basis points Margin added to three-month term SOFR during the floating rate period after September 1, 2031

Maturity date of new notes September 1, 2036 Stated maturity of the 7.00% Fixed-to-Floating Rate Subordinated Notes

Outstanding 2029 notes targeted for redemption $22 million Principal amount of 5.000% Fixed-to-Floating Subordinated Notes due 2029

Private repurchase of 2029 notes $18 million Principal amount repurchased and cancelled on August 27, 2026 for approximately $18.2 million

Redemption notice for remaining 2029 notes $4 million Remaining principal amount to be redeemed on September 30, 2026 at 100% of principal plus accrued interest

Repurchase price for 2029 notes $18.2 million (approximately) Consideration paid for the private repurchase of $18 million principal of 2029 notes including accrued interest

Key Terms

Fixed-to-Floating Rate Subordinated Notes, three-month term secured overnight financing rate, Tier 2 capital, Regulation D, +1 more

5 terms

Fixed-to-Floating Rate Subordinated Notes financial

"private placement of fixed-to-floating rate subordinated notes"

A fixed-to-floating rate subordinated note is a debt security that pays a set interest rate for an initial period and then switches to a variable rate tied to a market benchmark; it ranks below senior debt for repayment if the issuer has financial trouble. Investors care because it offers higher initial yield than senior bonds but carries greater credit and repayment risk and exposes holders to changing interest costs after the switch, like moving from a steady paycheck to one that fluctuates with the economy.

three-month term secured overnight financing rate financial

"equal to the then current three-month term secured overnight financing rate"

A three-month term secured overnight financing rate is a benchmark interest rate that represents the cost today of borrowing money, secured by high-quality collateral, for a standing period of three months based on overnight secured funding transactions. Investors use it like a yardstick for pricing loans, bonds and derivatives and for gauging short-term funding costs—similar to agreeing now on the interest you’ll pay to borrow money over the next three months while leaving a valuable item as collateral.

Tier 2 capital financial

"The Notes are intended to qualify as Tier 2 capital of the Company"

Tier 2 capital is the secondary cushion a bank holds to absorb losses after its core capital is used, made up of items like long-term subordinated debt and certain reserves. Think of it as a backup battery that kicks in only after the main battery fails; it matters to investors because its size and quality affect a bank’s regulatory strength, creditworthiness, and the safety of dividends and bond payments under stress.

Regulation D regulatory

"pursuant to Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

callable subordinated notes financial

"to redeem its outstanding $22 million of callable subordinated notes"

FAQ

What financing transaction did AVBH announce in this 8-K?

Avidbank Holdings, Inc. completed a $30 million private placement of 7.00% Fixed-to-Floating Rate Subordinated Notes due 2036, sold at 100% of face value to institutional accredited investors and qualified institutional buyers under exemptions from Securities Act registration.

What are the key terms of AVBH’s new subordinated notes?

The notes mature on September 1, 2036, pay a fixed 7.00% interest rate until September 1, 2031, then a floating rate reset quarterly at three-month term SOFR + 291 basis points. They are unsecured, subordinated obligations, non-convertible, and not subject to holder redemption rights.

How will AVBH use the $30 million of subordinated debt proceeds?

The company plans to use the net proceeds to redeem and/or repurchase its outstanding $22 million of 5.000% fixed-to-floating subordinated notes due 2029 and for general corporate purposes, effectively refinancing those callable subordinated notes and adding additional capital.

What actions did AVBH take regarding its 5.000% subordinated notes due 2029?

On August 27, 2026, the company privately repurchased and cancelled $18 million principal of the 2029 notes for approximately $18.2 million, and gave notice to redeem the remaining $4 million on September 30, 2026. After that redemption, the 2029 notes will be fully retired.

When can AVBH redeem the new 7.00% subordinated notes?

Prior to September 1, 2031, the company may redeem the notes, in whole but not in part, only upon certain limited events. On or after September 1, 2031, it may redeem the notes, in whole or in part, on any interest payment date at 100% of principal plus accrued interest.

How are AVBH’s new subordinated notes treated for regulatory capital purposes?

The company states that the subordinated notes are intended to qualify as Tier 2 capital for regulatory capital purposes, enhancing its regulatory capital structure while remaining junior in right of payment to its current and future senior indebtedness.

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Available on EDGAR 08/27/2026 - 04:16 PM Accepted by SEC EDGAR 08/27/2026 - 04:15 PM Learn about SEC filing dates

false 0001443575 0001443575 2026-08-26 2026-08-26

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):  August 26, 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 1.01 Entry into a Material Definitive Agreement.

On August 26, 2026, Avidbank Holdings, Inc. (the “Company”) entered into a Subordinated Note Purchase Agreement (the “Purchase Agreement”) with certain institutional accredited investors and qualified institutional buyers (the “Purchasers”) pursuant to which the Company sold and issued $30 million in aggregate principal amount of its 7.00% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Notes”). The Notes were issued by the Company to the Purchasers at a price equal to 100% of their face amount. The Company intends to use the net proceeds it received from the sale of the Notes to redeem and/or repurchase its $22 million of outstanding 5.000% Fixed-to-Floating Subordinated Notes due 2029 (the “2029 Notes”) and for general corporate purposes. The Purchase Agreement contains certain customary representations, warranties and covenants made by the Company, on the one hand, and the Purchasers, severally and not jointly, on the other hand.

The Notes have a stated maturity of September 1, 2036 and are redeemable by the Company, at its option, in whole or in part, on or after September 1, 2031, and at any time upon the occurrences of certain events. The Notes will bear interest at a fixed rate of 7.00% per year, from and including August 26, 2026 to, but excluding September 1, 2031 or earlier redemption date. From and including September 1, 2031 to, but excluding the maturity date or early redemption date, the interest rate will reset quarterly to an interest rate per annum equal to the then current three-month term secured overnight financing rate (“SOFR”), plus 291 basis points. As provided in the Notes, the interest rate on the Notes during the applicable floating rate period may be determined based on a rate other than three-month term SOFR.

The Notes were offered and sold by the Company in a private placement transaction in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder.

The Notes are not subject to any sinking fund and are not convertible into or exchangeable for any other securities or assets of the Company or any of its subsidiaries. The Notes are not subject to redemption at the option of the holder. Prior to September 1, 2031, the Company may redeem the Notes, in whole but not in part, only under certain limited circumstances set forth in the Notes. On or after September 1, 2031, the Company may redeem the Notes, in whole or in part, at its option, on any interest payment date. Any redemption by the Company would be at a redemption price equal to 100% of the principal amount of the Notes being redeemed, together with any accrued and unpaid interest on the Notes being redeemed to but excluding the date of redemption.

Principal and interest on the Notes are subject to acceleration only in limited circumstances in the case of certain bankruptcy and insolvency-related events with respect to the Company. The Notes are unsecured, subordinated obligations of the Company, are not obligations of, and are not guaranteed by, any subsidiary of the Company, and rank junior in right of payment to the Company’s current and future senior indebtedness. The Notes are intended to qualify as Tier 2 capital of the Company for regulatory capital purposes.

The forms of the Purchase Agreement and the Notes are attached as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K (the “Report”) and are incorporated herein by reference. The foregoing descriptions of the Purchase Agreement and the Notes are summaries and are qualified in their entirety by reference to the full text of such documents.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 7.01 Regulation FD Disclosure.

On August 26, 2026, the Company issued a press release announcing the completion of the offering of the Notes, a copy of which is furnished as Exhibit 99.1 to this Report.

In connection with the offering of the Notes, the Company delivered an investor presentation to potential investors on a confidential basis, a copy of which is furnished as Exhibit 99.2 to this Report.

The information contained in this Item 7.01 and Exhibits 99.1 and 99.2 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor will such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

On August 27, 2026, following issuance of the Notes, the Company (i) completed a private repurchase and cancellation of $18 million of outstanding principal amount of its 2029 Notes at a purchase price of approximately $18.2 million which represents the outstanding principal amount of such privately repurchased notes plus accrued but unpaid interest thereon; and (ii) provided notice to the paying agent to redeem the remaining $4 million of the outstanding principal amount of the 2029 Notes as of September 30, 2026. The redemption price for the 2029 Notes will equal 100% of the aggregate principal amount of the 2029 Notes, plus accrued and unpaid interest to, but excluding the redemption date. The redemption is expected to occur on September 30, 2026. Following such redemption, the 2029 Notes will have been retired in their entirety.

Cautionary Note Regarding Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the U.S. federal securities laws. Forward-looking statements include, without limitation, statements concerning plans, estimates, calculations, forecasts and projections with respect to the anticipated future performance of the Company. These statements are often, but not always, made through the use of words or phrases such as ‘‘may’’, ‘‘might’’, ‘‘should’’, ‘‘could’’, ‘‘predict’’, ‘‘potential’’, ‘‘believe’’, ‘‘expect’’, ‘‘continue’’, ‘‘will’’, ‘‘anticipate’’, ‘‘seek’’, ‘‘estimate’’, ‘‘intend’’, ‘‘plan’’, ‘‘projection’’, ‘‘would’’, ‘‘annualized’’, “target” and ‘‘outlook’’, or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. Forward-looking statements involve estimates and known and unknown risks and reflect various assumptions and involve elements of subjective judgment and analysis, which may or may not prove to be correct, and which are subject to uncertainties and contingencies outside the control of Avidbank Holdings and its respective affiliates, directors, employees and other representatives, which could cause actual results to differ materially from those presented in this communication.

No representations, warranties or guarantees are or will be made by Avidbank Holdings as to the reliability, accuracy or completeness of any forward-looking statements contained in this communication or that such forward-looking statements are or will remain based on reasonable assumptions. You should not place undue reliance on any forward-looking statements contained in this communication.

Certain risks and important factors that could affect Avidbank Holdings’ future results are identified in our Annual Report on Form 10-K and other reports we file with the Securities and Exchange Commission, including among other things under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. Any forward-looking statement speaks only as of the date on which it is made, and Avidbank Holdings undertakes no obligation to update any forward-looking statement, whether to reflect events or circumstances after the date on which the statement is made, to reflect new information or the occurrence of unanticipated events, or otherwise unless required under the federal securities laws.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description

4.1 Form of 7.00% Fixed-to-Floating Rate Subordinated Note due 2036 (included as attachment to Exhibit 10.1 herein)

10.1 Form of Subordinated Note Purchase Agreement, dated as of August 26, 2026, by and among Avidbank Holdings, Inc. and the Purchasers

99.1 Press Release of Avidbank Holdings, Inc., dated August 26, 2026

99.2 Investor Presentation of Avidbank Holdings, Inc., dated August 2026

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: August 27, 2026	AVIDBANK HOLDINGS, INC.
	By:	/s/ Patrick Oakes
	Name:	Patrick Oakes
	Title:	Executive Vice President and Chief Financial Officer

Exhibit 99.1

PRESS RELEASE

Avidbank Holdings, Inc. Announces Completion of $30 Million Subordinated Debt Offering

SAN JOSE, CA (ACCESS Newswire)– August 26, 2026 – Avidbank Holdings, Inc. (NASDAQ: AVBH, or the “Company”), the holding company for Avidbank (the “Bank”), today announced the closing of a $30 million private placement of fixed-to-floating rate subordinated notes. The Company plans to use the net proceeds to redeem its outstanding $22 million of callable subordinated notes and for general corporate purposes.

The notes have a maturity date of September 1, 2036, and carry a fixed rate of interest of 7.00% for the first five years. Thereafter, the notes will pay interest at a floating rate, reset quarterly, equal to the then current three-month Secured Overnight Financing Rate (“SOFR”) plus 291 basis points. The notes may be redeemed at the option of the Company, without penalty, in whole or in part, on September 1, 2031 and any interest payment date thereafter, or earlier upon certain specified events. The notes are intended to qualify as Tier 2 capital for regulatory purposes.

Piper Sandler & Co. served as sole placement agent for the private offering. The Company was advised by Manatt, Phelps & Phillips, LLP and Piper Sandler & Co. was advised by Davis Polk Wardwell, LLP.

The notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release is for informational purposes only and shall not constitute an offer to sell, or the solicitation of an offer to buy any security, nor shall there be any sale in any jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The indebtedness evidenced by the notes is not a deposit and is not insured by the Federal Deposit Insurance Corporation or any other government agency or fund.

About Avidbank Holdings

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.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of U.S. federal securities laws, which involve risks and uncertainties. You should not place undue reliance on forward-looking statements because they are subject to numerous uncertainties and factors relating to our operations and business, all of which are difficult to predict and many of which are beyond our control. All statements, other than statements of historical fact, are forward-looking statements. Forward-looking statements include statements concerning our possible or assumed financial condition, results of operations, including descriptions of our business plans, strategy and expectations, capital and financing needs and liquidity and regulatory and competitive outlook. These forward-looking statements are generally identified by the use of forward-looking terminology, including the terms “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and, in each case, their negative or other variations or comparable terminology and expressions. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements. We caution that the forward-looking information and statements are based largely on our expectations and are subject to a number of known and unknown risks and uncertainties that are subject to change based on factors which are, in many instances, beyond our control. Such forward-looking statements are based on various assumptions (some of which may be beyond our control) and are subject to risks and uncertainties, which change over time, and other factors which could cause actual results to differ materially from those currently anticipated. Such risks and uncertainties include, but are not limited to: uncertain market conditions and economic trends nationally, regionally and particularly in the Bay Area (which we define as the counties of Alameda, Contra Costa, Marin, Monterey, Napa, San Francisco, San Mateo, Santa Clara, Santa Cruz, Solano and Sonoma) and California; economic conditions affecting the venture capital and private equity industries, including any decline in overall portfolio company investment, merger and acquisition activity and other liquidity events affecting venture and private equity fund and their portfolio companies; risks related to the concentration of our business in California, and specifically within the Bay Area, including risks associated with any downturn in the real estate sector; the effects of a prolonged government shutdown; the occurrence of significant natural disasters, including fires and earthquakes, geopolitical events, and acts of war or terrorism; the effects of natural or man-made disasters, including the effects of pandemic viruses; changes in market interest rates that affect the pricing of our loans and deposits and our net interest income; risks related to our strategic focus on lending to small to medium-sized businesses; the sufficiency of the assumptions and estimates we make in establishing reserves for potential loan losses and the value of loan collateral and securities; our ability to attract and retain executive officers and key employees, including their client and community relationships; our ability to successfully manage any chief executive officer transition; adverse changes in the financial performance and/or condition of our borrowers and, as a result, increased loan delinquency rates, deterioration in asset quality and losses in our loan portfolio; the costs of and effects of legal and regulatory developments, including legal proceedings and lawsuits we are or may become subject to; the results of regulatory examinations or reviews and the effect of and our ability to comply with, any regulations or regulatory orders or actions we are or may become subject to; our level of non-performing assets and the costs associated with resolving problem loans; our ability to maintain adequate liquidity and to raise necessary capital to fund our growth strategy and operations or to meet increased minimum regulatory capital levels; the effects of increased competition from a wide variety of local, regional, national and other providers of financial services; technological changes and developments; negative trends in our market capitalization and adverse changes in the price of our common stock; risks associated with unauthorized access, cyber-crime and other threats to data security; the effects of any strategic transactions we may make or evaluate, and the costs associated with any potential or actual strategic transaction; our ability to comply with various governmental and regulatory requirements applicable to financial institutions, including supervisory actions by federal and state banking agencies; the impact of recent and future legislative and regulatory changes, including changes in banking, accounting, securities and tax laws and regulations and their application by our regulators, and economic stimulus programs; governmental monetary and fiscal policies, including the policies of the Federal Reserve and policies related to tariffs; our ability to implement, maintain and improve effective internal controls; our use of the net proceeds from our recent completed public offering; and our success at managing any of the risks involved in the foregoing items. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the Company's filings with the SEC, including the Company’s most recent annual report on Form 10-K and quarterly reports on Form 10-Q under the heading “Risk Factors” therein and available at the SEC’s Internet site www.sec.gov. The foregoing factors should not be considered exhaustive. New risks and uncertainties may emerge from time to time, and it is not possible for us to predict their occurrence or how they will affect us. If one or more of the factors affecting our forward-looking information and statements proves incorrect, then our actual results, performance or achievements could differ materially from those expressed in, or implied by, forward-looking information. Therefore, we caution you not to place undue reliance on our forward-looking information and statements. We disclaim any duty to revise or update the forward-looking statements, whether written or oral, to reflect actual results or changes in the factors affecting the forward-looking statements, except as specifically required by law.

Contact:

Patrick Oakes

Executive Vice President and Chief Financial Officer

408-200-7390

IR@avidbank.com

Exhibit 99.2

Filing Exhibits & Attachments

7 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 13.3 KB
• EX-99.2 EXHIBIT 99.2 20.8 KB

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 383.0 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.7 KB