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Avidbank Holdings, Inc.

For the period ended May 19, 2026. Filed Apr 7, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 19, 2026 · Filed Apr 7, 2026

AVBH$34.40+0.9%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Under Rule 240.14a-12

Avidbank Holdings, Inc.

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

AVIDBANK HOLDINGS, INC.

1732 N. First Street, 6th Floor

San Jose, CA 95112

Notice of 2026 Annual Meeting of Shareholders

To Be Held on May 19, 2026

10:00 a.m. Pacific Daylight Time

To the Shareholders of Avidbank Holdings, Inc.:

You are cordially invited to attend the 2026 annual meeting of shareholders (the “Annual Meeting”) of Avidbank Holdings, Inc. to be held on May 19, 2026, at 10:00 a.m. Pacific Daylight Time, at the Company’s corporate headquarters, at the address given above. All shareholders as of the record date, or their duly appointed proxies, are invited to attend the Annual Meeting. You may vote at the Annual Meeting in person or, prior to the Annual Meeting, by mail, by telephone, or online by accessing www.voteproxy.com and following instructions provided to you with these proxy materials and at such website.

We will hold our Annual Meeting in person. However, to ensure sufficient accommodations, we are asking shareholders who plan to attend the meeting in person to please contact our Corporate Secretary at (408) 200-7390 or at IR@avidbank.com no later than Thursday, May 14, 2026 at 10 a.m. Pacific Daylight Time so that we can properly prepare. There will be no food or refreshments provided at this meeting.

In addition, we are planning to provide interested shareholders, members of our board of directors and our team members, as a courtesy, the opportunity to listen to our Annual Meeting by remotely dialing into an audio conference call. To join the conference call by telephone, dial +1 323-484-8144 (ID: 810 454 078#). The live audio call will be held concurrently with our Annual Meeting (May 19, 2026, at 10:00 a.m. Pacific Daylight Time).Listening to the Annual Meeting by audio conference call will not constitute attendance for legal or quorum purposes. Shareholders participating via the audio conference call willnot be able to vote or change any previously submitted votes, and no questions may be submitted through the audio conference call.

At the Annual Meeting, you will be asked to consider and act upon the following matters:

1.Election of Directors. To elect ten (10) directors to serve until the 2027 Annual Meeting of the Shareholders of the Company and until their successors are duly elected and qualified or until their earlier resignation or removal. The following ten (10) directors are our nominees;
Kristofer W. BiornLinda R. Morris
James F. DeutschBryan C. Polster
Diane J. FlynnMichael F. Rosinus
Keith F. JensenRobert H. Scott
Mark D. MordellMarc J. Verissimo
2.Ratification of Appointment of Independent Registered Public Accounting Firm. To ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and
3.Other Business. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

The Board of Directors has fixed the close of business on March 27, 2026, as the record date for determining Shareholders entitled to notice of and to vote at the Annual Meeting, and only holders of shares of record at that time will be entitled to vote and participate at the Annual Meeting and any postponement or adjournment thereof.

For the Annual Meeting, we are pleased to take advantage of the “Notice and Access” rule adopted by the U.S. Securities and Exchange Commission to furnish proxy materials (including, but not limited to, the Notice of Meeting, Proxy Statement, Proxy Card, the Annual Report on Form 10-K, additional solicitation materials (if any), and other proxy materials and amendments thereof) to shareholders over the Internet. We believe this process will provide you with an efficient and quick way to access your proxy materials and vote your shares, while allowing us to reduce the environmental impact of our Annual Meeting and the costs of printing and distributing the proxy materials. On or about April 7, 2026, we intend to commence mailing to our shareholders only a Notice of Internet Availability of Proxy Materials that tells you how to access the proxy materials on the Internet and vote your shares. If you received the notice in the mail, you will not receive a printed copy of the proxy materials in the mail unless you request the materials by following the instructions included in the notice.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 19, 2026: The Notice of Meeting, Proxy Statement, Proxy Card, the Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and Notice and Access information are available at www.astproxyportal.com/ast/19956.

**Your vote is important.**To assure your representation at the Annual Meeting, please vote by following the instructions on the Notice of Internet Availability of Proxy Materials. If you are unable to be present personally, please vote by telephone, Internet, or by mail. Please refer to the Notice of Internet Availability of Proxy Materials or Proxy Card for information on how to vote by telephone or Internet. If you choose to vote by mail, please mark, sign and date the enclosed Proxy Card, which is being solicited by the Board of Directors, and return it promptly in the envelope provided. Voting by written proxy, over the Internet, or by telephone will not affect your right to vote in person in the event you find it convenient to attend. Please review the Notice of Internet Availability of Proxy Materials and follow the directions carefully in exercising your vote.

By Order of the Board of Directors
/s/ Victor DeMarco
Victor DeMarco
Date: April 7, 2026Executive Vice President, Chief Legal Officer, Head of Advisory Services and Corporate Secretary
TABLE OF CONTENTS
PROXY STATEMENT4
GENERAL INFORMATION AND FREQUENTLY ASKED QUESTIONS5
PROPOSAL ONE: Election of Directors9
PROPOSAL TWO: Ratification of Appointment of Independent Registered Public Accounting Firm13
INFORMATION CONCERNING OUR BOARD OF DIRECTORS AND EXECUTIVE OFFICERS16
EXECUTIVE COMPENSATION22
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS31
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT32
SHAREHOLDER PROPOSALS35
OTHER MATTERS35
INCORPORATION BY REFERENCE36
ADDITIONAL INFORMATION36
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.