Avidbank completes $30M subordinated debt raise

Avidbank Holdings, Inc. (AVBH) has filed a Form D for a new exempt offering of subordinated debt securities under Rule 506(b) of Regulation D. The company reports that it has sold $30,000,000 of these securities, with $0 remaining to be sold.

Rhea-AI Filing Summary

Avidbank Holdings, Inc. (AVBH) has filed a Form D for a new exempt offering of subordinated debt securities under Rule 506(b) of Regulation D. The company reports that it has sold $30,000,000 of these securities, with $0 remaining to be sold. The first sale occurred on 2026-08-26. Piper Sandler & Co. is listed in a sales compensation role, and reported finders' fees are $0. The issuer has declined to disclose its revenue range.

Filing Explained

The completed sale is debt financing, so the filing discloses no added common shares or related ownership dilution.

This new Form D reports that Avidbank Holdings, Inc. sold $30,000,000 of subordinated debt securities on August 26, 2026; the offering is reported as complete, with $0 remaining to be sold, so the disclosed financing is debt rather than an equity issuance to common holders.

The notice selects Rule 506(b) and “Debt,” not “Equity,” and reports no option or warrant to acquire another security; under the supplied dilution definition, the filing therefore discloses no increase in common-share count or resulting percentage-ownership reduction.

The complete notice leaves the use-of-proceeds amount and any conversion mechanics unspecified, so the filing does not establish how the reported financing will be used or whether it can affect ownership through conversion.

Key Figures

Total Amount Sold: $30,000,000 USD Total Remaining to be Sold: $0 USD Finders' Fees: $0 USD +3 more

6 metrics

Total Amount Sold $30,000,000 USD Total securities sold in the exempt offering

Total Remaining to be Sold $0 USD Remaining amount in the offering

Finders' Fees $0 USD Reported finders' fees expenses for the offering

Date of First Sale 2026-08-26 First sale date for this exempt offering

Federal Exemption Rule 506(b) Exemption claimed under Regulation D

Type of Securities Offered Subordinated Debt Securities Clarification provided in Offering and Sales Amounts

Key Terms

Form D, Rule 506(b), Regulation D, subordinated debt securities, +1 more

5 terms

Form D regulatory

"FORM D Notice of Exempt Offering of Securities"

Form D is a short notice filed with the U.S. Securities and Exchange Commission when a company raises money using a private offering exemption instead of a full public registration. Think of it as a public receipt that lists basic facts about the fundraiser—amount sought, how much has been sold, and who the issuer is—without the full audited disclosures of a public offering. Investors use it to spot private financings, assess potential dilution or fundraising activity, and find contact information, but it is not a substitute for detailed due diligence.

Rule 506(b) regulatory

"Rule 506(b) selected in Federal Exemption(s) and Exclusion(s) Claimed"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

Regulation D regulatory

"if the issuer is claiming a Regulation D exemption for the offering"

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.

subordinated debt securities financial

"Clarification of Response (if Necessary) Subordinated Debt Securities"

accredited investors regulatory

"securities in the offering have been or may be sold to persons who do not qualify as accredited investors"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

FAQ

What type of securities is Avidbank Holdings, Inc. (AVBH) offering in this Form D?

Avidbank Holdings, Inc. is offering subordinated debt securities in this exempt offering, as disclosed in the section describing the type of securities and clarified under use of proceeds as “Subordinated Debt Securities.”

How much has Avidbank Holdings, Inc. (AVBH) raised in this exempt offering?

Avidbank Holdings, Inc. reports a Total Amount Sold of $30,000,000 in this exempt offering, with a Total Remaining to be Sold of $0, indicating the offering amount has been fully placed.

Which exemption is Avidbank Holdings, Inc. (AVBH) using for this offering?

The offering relies on Rule 506(b) of Regulation D as the federal exemption, as indicated by the selection of Rule 506(b) in the Federal Exemptions section of the notice.

When did Avidbank Holdings, Inc. (AVBH) first sell securities in this offering?

The Date of First Sale for this offering is 2026-08-26, as specified in the Type of Filing section of the Form D notice.

Is this Avidbank Holdings, Inc. (AVBH) Form D a new notice or an amendment?

This Form D is filed as a New Notice, not an amendment, as indicated by the selection in the Type of Filing section.

Who is identified for sales compensation in Avidbank Holdings, Inc. (AVBH)'s offering?

The filing identifies Piper Sandler & Co. in the Sales Compensation section. The separate line for finders' fees shows Finders' Fees $0.

What revenue range does Avidbank Holdings, Inc. (AVBH) report in this Form D?

Avidbank Holdings, Inc. selects Decline to Disclose for its Revenue Range in the Issuer Size section of the Form D.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/31/2026 - 11:00 AM Accepted by SEC EDGAR 08/31/2026 - 10:59 AM Learn about SEC filing dates

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001443575

PENINSULA BANK HOLDING CO

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Avidbank Holdings, Inc.

Jurisdiction of Incorporation/Organization

CALIFORNIA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Avidbank Holdings, Inc.
Street Address 1		Street Address 2
1732 N. 1ST STREET, 6TH FLOOR
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
SAN JOSE	CALIFORNIA	95112	408-200-7390

3. Related Persons

Last Name	First Name	Middle Name
Mordell	Mark	D.
Street Address 1	Street Address 2
1732 N. 1ST STREET, 6TH FLOOR
City	State/Province/Country	ZIP/PostalCode
San Jose	CALIFORNIA	95112

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chairman & CEO

Last Name	First Name	Middle Name
Dale	Jonathan
Street Address 1	Street Address 2
1732 N. 1ST STREET, 6TH FLOOR
City	State/Province/Country	ZIP/PostalCode
San Jose	CALIFORNIA	95112

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

President

Last Name	First Name	Middle Name
Oakes	Patrick
Street Address 1	Street Address 2
1732 N. 1ST STREET, 6TH FLOOR
City	State/Province/Country	ZIP/PostalCode
San Jose	CALIFORNIA	95112

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

EVP & CFO

Last Name	First Name	Middle Name
Thoma-Peterson	Gina
Street Address 1	Street Address 2
1732 N. 1ST STREET, 6TH FLOOR
City	State/Province/Country	ZIP/PostalCode
San Jose	CALIFORNIA	95112

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

EVP and COO

Last Name	First Name	Middle Name
Foussianes	Elisabeth
Street Address 1	Street Address 2
1732 N. 1ST STREET, 6TH FLOOR
City	State/Province/Country	ZIP/PostalCode
San Jose	CALIFORNIA	95112

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

EVP & Chief Credit Officer

Last Name	First Name	Middle Name
Benedict	Tami	Laura
Street Address 1	Street Address 2
1732 N. 1ST STREET, 6TH FLOOR
City	State/Province/Country	ZIP/PostalCode
San Jose	CALIFORNIA	95112

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

EVP & Chief of Staff

Last Name	First Name	Middle Name
DeMarco	Victor
Street Address 1	Street Address 2
1732 N. 1ST STREET, 6TH FLOOR
City	State/Province/Country	ZIP/PostalCode
San Jose	CALIFORNIA	95112

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

EVP, Chief Legal Officer, Head of Advisory Services and Secretary

Last Name	First Name	Middle Name
Wasson	Arthur
Street Address 1	Street Address 2
1732 N. 1ST STREET, 6TH FLOOR
City	State/Province/Country	ZIP/PostalCode
San Jose	CALIFORNIA	95112

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

EVP & Chief Revenue Officer

Last Name	First Name	Middle Name
Biorn	Kristofer	W.
Street Address 1	Street Address 2
1732 N. 1ST STREET, 6TH FLOOR
City	State/Province/Country	ZIP/PostalCode
San Jose	CALIFORNIA	95112

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Deutsch	James	F.
Street Address 1	Street Address 2
1732 N. 1ST STREET, 6TH FLOOR
City	State/Province/Country	ZIP/PostalCode
San Jose	CALIFORNIA	95112

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Flynn	Diane	J.
Street Address 1	Street Address 2
1732 N. 1ST STREET, 6TH FLOOR
City	State/Province/Country	ZIP/PostalCode
San Jose	CALIFORNIA	95112

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Jensen	Keith	F.
Street Address 1	Street Address 2
1732 N. 1ST STREET, 6TH FLOOR
City	State/Province/Country	ZIP/PostalCode
San Jose	CALIFORNIA	95112

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Morris	Linda	R.
Street Address 1	Street Address 2
1732 N. 1ST STREET, 6TH FLOOR
City	State/Province/Country	ZIP/PostalCode
San Jose	CALIFORNIA	95112

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Polster	Bryan	C.
Street Address 1	Street Address 2
1732 N. 1ST STREET, 6TH FLOOR
City	State/Province/Country	ZIP/PostalCode
San Jose	CALIFORNIA	95112

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Rosinus	Michael	F.
Street Address 1	Street Address 2
1732 N. 1ST STREET, 6TH FLOOR
City	State/Province/Country	ZIP/PostalCode
San Jose	CALIFORNIA	95112

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Scott	Robert	H.
Street Address 1	Street Address 2
1732 N. 1ST STREET, 6TH FLOOR
City	State/Province/Country	ZIP/PostalCode
San Jose	CALIFORNIA	95112

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Verissimo	Marc	J.
Street Address 1	Street Address 2
1732 N. 1ST STREET, 6TH FLOOR
City	State/Province/Country	ZIP/PostalCode
San Jose	CALIFORNIA	95112

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

X

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2026-08-26				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
X	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Piper Sandler & Co.	665
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
350 N. 5th Street	Suite 1000
City	State/Province/Country	ZIP/Postal Code
Minneapolis	MINNESOTA	55401
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
HAWAII MINNESOTA MISSOURI TEXAS INDIANA KANSAS WASHINGTON NEW YORK VIRGINIA CONNECTICUT MASSACHUSETTS LOUISIANA MARYLAND MAINE OHIO GEORGIA MICHIGAN NEW JERSEY CALIFORNIA

13. Offering and Sales Amounts

Total Offering Amount	$30,000,000	USD	or Indefinite
Total Amount Sold	$30,000,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

Subordinated Debt Securities

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

13

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$525,000	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Avidbank Holdings, Inc.	/s/ Patrick Oakes	Patrick Oakes	EVP & CFO	2026-08-26

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.