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): ~~June~~August 115, 2023 ~~(May 23, 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 85.~~01 OTHER~~02 ~~EVENTS~~DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

~~In connection with the previously announced intent of~~ Silvergate Capital Corporation (the “Company”), ~~the~~as ~~holding~~part ~~company~~of ~~for~~its ~~Silvergate~~previously disclosed ~~Bank~~plan ~~(the “Bank”),~~ to wind down the operations of and voluntarily liquidate ~~the~~its ~~Bank~~wholly-owned ~~in an orderly manner and in accordance with applicable regulatory processes~~subsidiary, ~~the~~Silvergate ~~Company, the~~ Bank, ~~the Board of Governors of the Federal Reserve System~~ (the “~~Board of Governors~~Bank”) and ~~the~~ ~~Department~~such ofwind ~~Financial~~down ~~Protection~~ and ~~Innovation~~voluntary liquidation, of the ~~State of California (the~~ “~~DFPI~~Bank Liquidation”), ~~have~~announced ~~entered into a Cease and Desist Order Issued Upon Consent (~~the ~~“Order”),~~next ~~effective~~phase ~~May~~in ~~23,~~its ~~2023. The~~plan ~~material~~to ~~terms~~align of the ~~Order~~remaining ~~require,~~leadership ~~among~~team ~~other~~with ~~things,~~ the ~~Company~~objectives ~~and~~of the Bank ~~to:~~Liquidation.

●Effective ~~(i)~~August ~~within~~15, ~~ten~~2023, ~~days~~each of ~~the~~Alan ~~Order~~J. Lane, ~~submit~~President aand ~~plan~~Chief (Executive Officer of the ~~“Self-Liquidation~~Company ~~Plan”)~~and ~~acceptable~~Chief toExecutive Officer of the ~~DFPI~~Bank, and ~~the~~John ~~Federal~~M. Bonino, ~~Reserve~~Chief ~~Bank~~Legal Officer of ~~San~~the ~~Francisco~~Company (and the ~~“Reserve~~ Bank”, ~~and~~will ~~together~~depart ~~with~~from ~~the~~their ~~DFPI~~respective positions. Effective September 30, ~~the~~2023, ~~“Supervisors”)~~Antonio ~~that~~Martino, ~~provides~~Chief ~~for~~Financial Officer of the ~~implementation~~Company ofand the Bank’s, ~~voluntary~~will ~~decision~~depart tofrom ~~self-liquidate~~his ~~and~~role ~~the~~as ~~orderly~~Chief ~~wind~~Financial Officer. Following ~~down~~their ofseparations, ~~its~~Messrs. ~~operations~~Lane, ~~which~~Bonino ~~plan~~and ~~shall~~Martino ~~ensure~~will ~~compliance~~not ~~with~~be ~~certain~~entitled ~~minimum~~to ~~requirements~~any ~~with~~further ~~respect~~compensation tounder ~~the~~each ~~Bank’s~~of ~~operations~~their ~~set~~respective ~~forth~~employment ~~in the Order~~agreements, ~~and~~but ~~(ii)~~each ~~adopt,~~will ~~promptly~~receive ~~implement~~certain ~~and~~severance ~~continue~~benefits provided to ~~fully~~Bank employees ~~comply~~being ~~with~~discharged in the ~~Self-Liquidation~~course ~~Plan;~~of the Bank Liquidation.

●Messrs. ~~obtain~~Lane, ~~written~~Bonino ~~approval~~and ofMartino have each advised the ~~Supervisors~~Company that their respective departures from the Company and~~/or~~ the ~~Director~~Bank ofwere ~~Supervision~~not ~~and~~the ~~Regulation~~result of any dispute or disagreement with the ~~Board~~Company, the Bank or the respective board of ~~Governors~~directors ~~prior~~on any matter relating to: the operations, policies or practices of the Company or Bank.

oEffective ~~declaring~~immediately orupon ~~paying~~the ~~dividends~~effectiveness of Mr. Lane’s departure, ~~engaging~~Kathleen inM. ~~share~~Fraher, ~~repurchases~~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 ~~making~~a ~~any~~Chief ~~other~~Financial ~~capital~~Officer ~~distribution~~of the Company and the Bank in ~~respect~~light of ~~its~~the ~~capital~~plan ~~instruments;~~to pursue the Bank Liquidation.

o taking any action that would not support the preservation of their cash assets, subject to certain exceptions;

o acquiring additional brokered deposits;

o engaging in any expansionary activities, new lines of business or establishing any new branches or other offices of the Bank; and

o amending or rescinding the Self-Liquidation Plan;

● comply with (i) certain regulations in connection with the appointment of, or changes to, directors or senior executive officers and obtain a non-disapproval from the DFPI prior to making any such appointments or changes and (ii) the restrictions on indemnification and golden parachute payments of Section 18(k) of the Federal Deposit Insurance Act, as amended;

● within 30 days of receiving written notice from the Supervisors, submit a written plan to the Supervisors that details the current composition of the Bank’s brokered deposits by maturity and explain the means by which such deposits will be paid at maturity; and

● continue to fully cooperate with and provide substantial assistance to the Board of Governors and the DFPI, including in connection with such parties’ ongoing investigation into the Company’s relationship with FTX Trading Ltd. and its affiliated proprietary trading firm Alameda FTX/Alameda and Silvergate Exchange Network transactions.

The Order specifies certain time frames for meeting the foregoing requirements, and the Company or the Bank, as applicable, must furnish periodic progress reports to the Supervisors regarding its compliance with the Order.

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
Date: June 1, 2023	By:	/s/ Alan J. Lane
Date: August 15, 2023	By:	/s/ Kathleen M. Fraher
		Name:	Alan J. Lane
		Name: Kathleen M. Fraher
		Title:	Chief Executive Officer
		Title: Chief Transition Officer

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