Keith Jensen joins Avidbank Holdings (AVBH) and Avidbank boards

Rhea-AI Filing Summary

Avidbank Holdings, Inc. appointed Keith F. Jensen to its board of directors and to the board of its wholly owned subsidiary, Avidbank, effective March 9, 2026. His appointment fills an existing vacancy, bringing the total to ten directors on each board.

Jensen is considered an independent director under Securities and Exchange Commission and NASDAQ rules and is designated an “audit committee financial expert” under Regulation S-K. He will serve on the Company’s Audit Committee and the Investment and Asset-Liability Committees of both the holding company and the bank. He will receive the same compensation as current board members, and there are no related-party transactions or special arrangements connected to his selection.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

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

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

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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	Press Release dated March 11, 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: 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.

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

FAQ

What change did Avidbank Holdings (AVBH) announce in this 8-K?

Avidbank Holdings announced the appointment of Keith F. Jensen to its board and the Avidbank board, effective March 9, 2026. His appointment fills an existing vacancy, resulting in ten directors currently serving on each board of the company and its bank subsidiary.

What board roles will Keith Jensen hold at Avidbank Holdings (AVBH)?

Keith Jensen will serve on the Avidbank Holdings board and the Avidbank board. He will join the Audit Committee of the holding company and the Investment and Asset-Liability Committees of both boards, providing oversight in finance, risk management, and balance sheet strategy.

Is Keith Jensen considered independent under SEC and NASDAQ rules?

Yes, Keith Jensen is considered an independent director under applicable Securities and Exchange Commission and NASDAQ rules. He is also designated an “audit committee financial expert” under Item 407(d)(5) of Regulation S-K, reflecting his extensive financial and accounting experience in public company settings.

Does Avidbank Holdings (AVBH) report any related-party transactions with Keith Jensen?

No, the company states there are no transactions involving Keith Jensen that must be reported under Item 404(a) of Regulation S-K. It also notes no family relationships with directors or executives and no arrangements with others pursuant to which he was selected as a director.

How will Keith Jensen be compensated as a director of Avidbank Holdings (AVBH)?

Keith Jensen will receive the same compensation as other board members of Avidbank Holdings and Avidbank. The filing does not detail specific amounts, but clarifies his pay aligns with existing director compensation practices rather than any special or separate arrangement.

What experience does Keith Jensen bring to the Avidbank Holdings (AVBH) board?

Keith Jensen has about four decades of corporate finance experience, including serving as Chief Financial Officer of Fortinet. His background covers corporate governance, regulatory compliance, strategic capital raising, multinational operations, acquisitions integration, and implementing ERP and SOX frameworks for public and private companies.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 5.4 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 12.2 KB