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 1528, 2023 (August 25, 2023)

SILVERGATE CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)


Maryland	001-39123	33-0227337
(State or other jurisdiction of	(Commission file number)	(IRS Employer
incorporation or organization)		Identification No.)

4250 Executive Square, Suite 300, La Jolla, CA 92037

(Address of principal executive offices) (Zip Code)

(858) 362-6300

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐	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: None

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 & ITEM 5.03 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS & AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

~~Silvergate~~On ~~Capital~~August ~~Corporation~~25, 2023, the board of directors (the “~~Company~~Board”), asof ~~part~~Silvergate ofCapital ~~its~~Corporation ~~previously~~(the ~~disclosed~~ “Company”) ~~plan~~amended tothe ~~wind~~Company’s ~~down~~Amended ~~the~~and ~~operations~~Restated ofBylaws ~~and~~(the ~~voluntarily~~“Bylaws”), ~~liquidate~~which ~~its~~amendment became ~~wholly-owned~~effective ~~subsidiary~~on that date, ~~Silvergate~~in ~~Bank~~order ~~(the~~to ~~“Bank”~~address ~~and~~the ~~such~~recent ~~wind~~departure ~~down~~of ~~and~~Alan ~~voluntary liquidation~~J. Lane, a former member of the ~~“Bank~~Board, ~~Liquidation”)~~on August 15, ~~announced~~2023, by reducing the ~~next~~minimum ~~phase~~size inof ~~its~~the ~~plan~~Board tofrom ~~align~~seven ~~the~~to ~~remaining~~five ~~leadership~~and ~~team~~by ~~with~~reducing the ~~objectives~~maximum size of the ~~Bank~~Board ~~Liquidation~~from thirteen to seven.

~~Effective~~As ~~August~~disclosed ~~15,~~in ~~2023, each of Alan J. Lane, President and Chief Executive Officer of~~ the Company’s ~~and~~Current ~~Chief~~Report ~~Executive~~on ~~Officer~~Form of8-K ~~the~~filed ~~Bank,~~with ~~and~~the ~~John M~~U. ~~Bonino,~~S. ~~Chief~~Securities ~~Legal Officer of the Company~~ and ~~the~~Exchange ~~Bank,~~Commission ~~will~~on ~~depart~~August ~~from their respective positions. Effective September 30~~15, 2023, ~~Antonio~~Mr. ~~Martino,~~Lane ~~Chief~~has ~~Financial~~advised ~~Officer of~~ the Company ~~and~~that his ~~the~~departure ~~Bank, will depart~~ from ~~his~~the ~~role~~Company ~~as Chief Financial Officer. Following their separations, Messrs. Lane, Bonino~~ and ~~Martino~~the ~~will~~Board was not bethe ~~entitled~~result toof any ~~further~~dispute ~~compensation~~or ~~under~~disagreement ~~each~~with ofthe ~~their~~Company ~~respective~~nor ~~employment~~its ~~agreements,~~Board ~~but~~on ~~each~~any ~~will~~matter ~~receive~~relating ~~certain severance benefits provided~~ to ~~Bank employees~~the ~~being~~operations, ~~discharged~~policies inor ~~the~~practices ~~course~~ of the ~~Bank Liquidation~~Company.

~~Messrs.~~The ~~Lane,~~description ~~Bonino~~of ~~and~~the ~~Martino~~amendment ~~have~~to ~~each advised~~ the ~~Company~~Bylaws ~~that~~is ~~their~~qualified ~~respective~~in ~~departures~~its ~~from~~entirety ~~the~~by ~~Company~~reference ~~and~~to the ~~Bank~~full ~~were~~text ~~not~~of the ~~result~~Amended ofand ~~any dispute~~Restated ~~or disagreement with the Company~~Bylaws, ~~the~~a ~~Bank~~copy ~~or the respective board~~ of which ~~directors~~is onattached ~~any~~hereto ~~matter~~as ~~relating~~Exhibit ~~to the operations~~3.1, ~~policies~~and orincorporated ~~practices~~into ofthis ~~the~~Item ~~Company~~5.03 orby ~~Bank~~reference.

~~Effective immediately upon the effectiveness of Mr~~ITEM 9.01 ~~Lane’s~~FINANCIAL ~~departure,~~STATEMENTS ~~Kathleen~~AND MEXHIBITS. Fraher, Chief Transition Officer of the Company and the Bank, will serve as the Company’s principal executive officer for purposes of reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Effective immediately upon the effectiveness of Mr. Martino’s departure, Andrew Surry, Chief Accounting Officer of the Bank, will serve as the Company’s principal financial officer for purposes of reports filed under the Exchange Act. Each of Ms. Fraher and Mr. Surry will maintain their current titles, and at this time the Company does not expect to appoint a President and Chief Executive Officer of the Company, a Chief Executive Officer of the Bank or a Chief Financial Officer of the Company and the Bank in light of the plan to pursue the Bank Liquidation.

(d) Exhibits.

Exhibit


Number	Description

3.1	Amended and Restated Bylaws (filed herewith)

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~SILVERGATE CAPITAL CORPORATION~~	SILVERGATE CAPITAL CORPORATION
Date: August 15, 2023	By:	/s/ Kathleen M. Fraher
Date:	August 28, 2023	By:	/s/ Kathleen M. Fraher
		Name: Kathleen M. Fraher
			Name:	Kathleen M. Fraher
		Title: Chief Transition Officer
			Title:	Chief Transition Officer

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