Avidbank Holdings, Inc. 10-K

Item 9A. Controls and Procedures Management ’ s Report on Internal Control over Financial Reporting and Changes in Internal Control over Financial Reporting Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Our internal control system is a process designed to provide reasonable assurance regarding the preparation and fair presentation of published financial statements in accordance with GAAP. All internal control systems, no matter how well designed, have inherent limitations and can only provide reasonable assurance with respect to financial reporting. As of December 31, 2025, management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in “Internal Control-Integrated Framework,” issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on this assessment, management determined that the Company maintained effective internal control over financial reporting as of December 31, 2025. There were no changes in the Company's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. Crowe LLP, the independent registered public accounting firm, audited the consolidated financial statements of the Company included in this report on Form 10-K. Their report is included in Part II, Item 8, under the heading “Report of Independent Registered Public Accounting Firm.” Attestation Report of the Independent Registered Public Accounting Firm Pursuant to SEC rules applicable to emerging growth companies, this report on Form 10-K does not include an audit report on internal control over financial reporting from the Company’s independent registered public accounting firm. Disclosure Controls and Procedures Management of the Company, with the participation of its Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures, as defined Rules 13a-15(e) and 15d-15(e) under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply judgment in evaluating its controls and procedures. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report. Item 9B. Other Information During the three months ended December 31, 2025 , no director or officer of the Company adopted or terminated a “Rule 10b5 - 1 trading arrangement” or “non-Rule 10b5 - 1 trading arrangement,” as each term is defined in item 408 (a) of Regulation S-K. -126- Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this item with respect to our directors and certain corporate governance practices will be included in our Proxy Statement for our 2026 Annual Meeting of Shareholder (the “Proxy Statement”) or an amendment to this report to be filed with the SEC within 120 days after the end of the Company’s fiscal year ended December 31, 2025. Such information is incorporated herein by reference from the Proxy Statement. We maintain a Code of Ethics applicable to our Board of Directors, principal executive officer, and principal financial officer, principal accounting officer, controller as well as all of our other employees. Our Code of Ethics can be found on our internet website located at www.avidbank.com under About Us, Investor Relations, Governance Documents. We will post on our website any amendment to the Code of Ethics and any waiver applicable to our principal executive officer, principal financial officer, principal accounting officer, and controller, and our other executive officers and directors. Insider Trading Policy We have adopted a policy on insider trading (the "Insider Trading Policy") governing the purchase, sale, and/or other dispositions of our securities by directors, officers, and employees, that we believe is reasonably designed to promote compliance with insider trading laws, rules, and regulations, as well as NASDAQ listing standards. The Company follows the same guidelines with respect to any acquisitions and dispositions in the Company's securities in compliance with applicable law. A copy of the Insider Trading Policy is filed as Exhibit 19 to this Report on Form 10 -K. Item 11. Executive Compensation The information required by this item will be included in our Proxy Statement or an amendment to this report to be filed with the SEC within 120 days after the end of the Company’s fiscal year ended December 31, 2025 . Such information is incorporated herein by reference from the Proxy Statement. -127- Table of Contents Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth information regarding outstanding options and other rights to purchase or acquire common stock granted under the Company’s compensation plans as of December 31, 2025. Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights ($/per share) Number of Securities Remaining Available under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) Plan Category (a) (1) (b) (2) (c) Equity compensation plans approved by security holders - - 574,350 Equity compensation plans not approved by security holders - - - Total - $ - 574,350 (1) Amount which may be issued does not include 361,959 shares of unvested time-based restricted stock awards. (2) Reflects the weighted average exercise price of outstanding options (none); excludes restricted stock. The remaining information required by this item will be contained in our Proxy Statement, or an amendment to this report, to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2025. Such information is incorporated herein by reference from the Proxy Statement. Item 13. Certain Relationships and Related Transactions, and Director Independence The remaining information required by this item will be contained in our Proxy Statement or an amendment to this report to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2025. Such information is incorporated herein by reference from the Proxy Statement. Item 14. Principal Accountant Fees and Services The remaining information required by this item will be contained in our Proxy Statement or an amendment to this report to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2025. Such information is incorporated herein by reference from the Proxy Statement. -128- Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules (a)(1) The Consolidated Financial Statements and the report of the Independent Registered Public Accounting Firm (PCAOB ID: 173 ) thereon listed in Item 8 are set forth commencing on page 56 . (a)(2) Financial Statements: The financial statements listed under Part II-Item 8. “Financial Statements and Supplementary Data” are filed as part of this Annual Report on Form 10-K. (a)(3) Financial Statement Schedules: All financial statement schedules have been omitted since the required information is either not applicable or not required or has been included in the Financial Statements and related notes. (b) The exhibits required to be filed with this Report on Form 10-K by Item 601 of Regulation S-K are listed in the Exhibit Index below. Exhibit Number Description of Exhibit 3.1 Articles of Incorporation of Avidbank Holdings, Inc., as amended (incorporated by reference to Exhibit 3.1 filed with the Form S-1 filed by the Registrant on July 18, 2025). 3.2 Third Amended and Restated Bylaws of Avidbank Holdings, Inc., as amended (incorporated by reference to Exhibit 3.2 filed with the Form S-1 filed by the Registrant on July 18, 2025). 4.1 Form of Certificate of Common Stock of Avidbank Holdings, Inc. (incorporated by reference to Exhibit 4.1 filed with the Form S-1/A filed by the Registrant on August 4, 2025). 4.2* Description of Securities of the Registrant registered pursuant to Section 12 of the Exchange Act. 4.3 Pursuant to Item 601(b) (4) (iii) (A) of Regulation S-K, copies of instruments defining the rights of holders of long-term debt are not filed. Avidbank Holdings agrees to furnish a copy thereof to the Securities and Exchange Commission upon request. 10.1† Employment Confirmation Letter, dated as of March 30, 2023, as amended on June 19, 2024, by and between Avidbank and Mark D. Mordell (incorporated by reference to Exhibit 10.1 filed with the Form S-1 filed by the Registrant on July 18, 2025). 10.2† Employment Confirmation Letter, dated as of March 31, 2023, by and between Avidbank and Patrick Oakes (incorporated by reference to Exhibit 10.2 filed with the Form S-1 filed by the Registrant on July 18, 2025). 10.3† Employment Confirmation Letter, dated as of April 3, 2023, by and between Avidbank and Gina Thoma-Peterson (incorporated by reference to Exhibit 10.3 filed with the Form S-1 filed by the Registrant on July 18, 2025). 10.4† Employment Offer Letter, dated as of August 24, 2020, by and between Avidbank and Victor DeMarco (incorporated by reference to Exhibit 10.5 filed with the Form S-1 filed by the Registrant on July 18, 2025). 10.5† Employment Offer Letter, dated as of June 22, 2023, by and between Avidbank and Arthur Wasson (incorporated by reference to Exhibit 10.6 filed with the Form S-1 filed by the Registrant on July 18, 2025). 10.6† Second Amended and Restated Change in Control Agreement, dated as of March 18, 2025, by and between Avidbank Holdings, Inc., Avidbank and Mark D. Mordell (incorporated by reference to Exhibit 10.7 filed with the Form S-1 filed by the Registrant on July 18, 2025). 10.7† Form of Change in Control Agreement by and between Avidbank Holdings, Inc. and Mr. Patrick Oakes and Ms. Gina Thoma-Peterson (incorporated by reference to Exhibit 10.8 filed with the Form S-1 filed by the Registrant on July 18, 2025). 10.8† Amended and Restated 2013 Equity Incentive Plan (incorporated by reference to Exhibit 10.9 filed with the Form S-1 filed by the Registrant on July 18, 2025). 10.9† 2022 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.10 filed with the Form S-1 filed by the Registrant on July 18, 2025). 10.10† Form of Restricted Stock Agreement pursuant to 2022 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.11 filed with the Form S-1 filed by the Registrant on July 18, 2025). 10.11 Form of Indemnification Agreement by and between Avidbank Holdings, Inc. and its directors and executive officers (incorporated by reference to Exhibit 10.12 filed with the Form S-1 filed by the Registrant on July 18, 2025). -129- Table of Contents 19* Avidbank Holdings, Inc. Policy on Insider Trading 21.1* Subsidiaries of Avidbank Holdings, Inc. (incorporated by reference to Exhibit 21.1 filed with the Form S-1 filed by the Registrant on July 18, 2025) . 23* Consent of Independent Registered Public Accounting Firm 31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1* Avidbank Holdings, Inc. Financial Restatement Compensation Recoupment Policy 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Scheme Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith. ** Furnished herewith. † Indicates management compensatory plan, contract or arrangement. Item 16. Form 10-K Summary None. -130- Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AVIDBANK HOLDINGS, INC. Date: March 18, 2026 /s/ Mark D. Mordell Mark D. Mordell Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated. Signature/Name Title Date By: /s/ Mark D. Mordell Chairman, President and Chief Executive Officer March 18, 2026 Mark D. Mordell (Principal Executive Officer) By: /s/ Patrick T. Oakes Executive Vice President and Chief Financial Officer March 18, 2026 Patrick T. Oakes (Principal Financial and Accounting Officer) By: /s/ Bryan C. Polster Lead Independent Director March 18, 2026 Bryan C. Polster By: /s/ Kristofer W. Biorn Director March 18, 2026 Kristofer W. Biorn By: /s/ James F. Deutsch Director March 18, 2026 James F. Deutsch By: /s/ Diane J. Flynn Director March 18, 2026 Diane J. Flynn By: /s/ Linda R. Morris Director March 18, 2026 Linda R. Morris By: /s/ Michael F. Rosinus Director March 18, 2026 Michael F. Rosinus By: /s/ Robert H. Scott Director March 18, 2026 Robert H. Scott By: /s/ Marc J. Verissimo Director March 18, 2026 Marc J. Verissimo -131-