BLUE RIDGE BANKSHARES, INC.
For the period ended Mar 31, 2026. Filed May 5, 2026.
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Mar 31, 2026 · Filed May 5, 2026
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Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements (Unaudited)
Note 1 – Organization and Basis of Presentation
Blue Ridge Bankshares, Inc. (the “Company”) conducts its business activities primarily through its wholly-owned subsidiary bank, Blue Ridge Bank, National Association (the “Bank”) and its wealth and trust management subsidiary, BRB Financial Group, Inc. (the “Financial Group”). The Company exists primarily for the purposes of holding the stock of its subsidiaries, the Bank and the Financial Group.
The accompanying unaudited consolidated financial statements of the Company include the accounts of the Bank and the Financial Group and were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and general practices within the banking industry. All significant intercompany balances and transactions have been eliminated in consolidation. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”).
The Company's significant accounting policies are disclosed in Note 2 of the audited financial statements for the year ended December 31, 2025 included in the 2025 Form 10-K. There have been no significant changes to the application of significant accounting policies since December 31, 2025.
Certain amounts presented in the consolidated financial statements of prior periods have been reclassified to conform to current year presentations. The reclassifications had no effect on net income, net income per share, total assets, total liabilities, or stockholders’ equity as previously reported.
Special Cash Dividend and Warrants
On March 30, 2026, the Company announced a special cash dividend of $0.60 per share of the Company's common stock totaling approximately $54.1 million. The dividend was paid on April 27, 2026 to shareholders of record as of the close of business on April 13, 2026. Also on March 30, 2026, the Company announced that the holders of outstanding warrants to purchase the Company's common stock (the "Warrants") representing a majority of shares of common stock underlying such Warrants approved an amendment and restatement of the Warrants (the "Warrant Amendment"). Pursuant to the Warrant Amendment, in connection with certain cash distributions to holders of the Company's common stock while the Warrants are outstanding, the per share exercise price of each Warrant is reduced by the per share dividend amount in lieu of cash distributions to Warrant holders, including the special cash dividends of $0.25 per share paid in November 2025 and $0.60 per share paid in April 2026. The Company had previously accrued $6.1 million for the November 2025 dividend to be paid if and when the Warrants are exercised. As a result of the Warrant Amendment, the $6.1 million accrual was reversed in the first quarter 2026, and upon execution of the amended and restated Warrants, the strike price of the Warrants reduces to $1.65 per common share.
As a result of the Warrant Amendment, the Company reassessed the classification of its outstanding Warrants under Accounting Standards Codification ("ASC") 815-40, Contracts in an Entity's Own Equity. The Company evaluated the amendment and concluded that the Warrants continue to qualify for equity classification, as the modification did not alter the substantive settlement terms or other key contractual provisions. This assessment included a comparison of the fair value of the Warrants immediately before and after the modification and concluded that the incremental change in fair value was not material; accordingly, no adjustments to the financial statements for the change in the fair value of the Warrants were deemed necessary as of and for the three months ended March 31, 2026.
The table below presents information pertaining to the Warrants as of and for the period stated.
| Warrants Issued April 3, 2024 | Warrants Issued June 13, 2024 | Total Warrants | |
|---|---|---|---|
| Balance, December 31, 2025 | 21,895,999 | 2,424,000 | 24,319,999 |
| Warrants exercised | — | — | — |
| Balance, March 31, 2026 | 21,895,999 | 2,424,000 | 24,319,999 |
| Remaining exercise term (years) as of March 31, 2026 | 3.01 | 3.20 |
| Warrants Issued April 3, 2024 | Warrants Issued June 13, 2024 | Total Warrants | |
|---|---|---|---|
| Balance, December 31, 2024 | 29,027,999 | 2,424,000 | 31,451,999 |
| Warrants exercised | (2,762,000) | — | (2,762,000) |
| Balance, March 31, 2025 | 26,265,999 | 2,424,000 | 28,689,999 |
Recent Accounting Pronouncements (Issued But Not Adopted)
Improvements to Expense Disaggregation Disclosures. In January 2025, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2025-01–Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which amended the effective date of ASU No. 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The purpose of this ASU is to improve disclosures about a company's expenses and address requests from investors for more detailed information about the types of expenses (including employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements but will result in expanded income statement expense disaggregation disclosures beginning with its financial statements for the year ending December 31, 2027.
No other recent accounting pronouncements issued but not yet effective were deemed to have a material impact on the Company's consolidated financial statements.
Note 2 – Investment Securities and Other Investments
Investment securities classified as available for sale ("AFS") are carried at fair value in the consolidated balance sheets. The following tables present amortized cost, fair values, and gross unrealized gains and losses of investment securities AFS as of the dates stated. The Company hadno investment securities classified as held to maturity as of March 31, 2026 or December 31, 2025.
| (Dollars in thousands) | AmortizedCost | GrossUnrealizedGains | GrossUnrealizedLosses | FairValue |
|---|---|---|---|---|
| Available for sale | ||||
| Mortgage backed securities | $214,477 | $146 | $(27,521) | $187,102 |
| U.S. Treasury and agencies | 78,422 | — | (6,345) | 72,077 |
| State and municipal | 49,169 | 1 | (4,976) | 44,194 |
| Corporate bonds | 30,141 | 143 | (1,743) | 28,541 |
| Total investment securities | $372,209 | $290 | $(40,585) | $331,914 |
| (Dollars in thousands) | AmortizedCost | GrossUnrealizedGains | GrossUnrealizedLosses | FairValue |
|---|---|---|---|---|
| Available for sale | ||||
| Mortgage backed securities | $212,436 | $314 | $(27,663) | $185,087 |
| U.S. Treasury and agencies | 78,828 | — | (6,290) | 72,538 |
| State and municipal | 49,212 | 2 | (4,730) | 44,484 |
| Corporate bonds | 32,702 | 102 | (1,985) | 30,819 |
| Total investment securities | $373,178 | $418 | $(40,668) | $332,928 |
As of March 31, 2026 and December 31, 2025, securities with a fair value of $169.8 million and $174.3 million, respectively, were pledged to secure the Bank’s borrowings facility with the Federal Home Loan Bank of Atlanta ("FHLB").
The following table presents the amortized cost and fair value of securities available for sale by contractual maturity as of the date stated. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
| (Dollars in thousands) | AmortizedCost | Fair Value |
|---|---|---|
| Due in one year or less | $14,939 | $14,742 |
| Due after one year through five years | 62,543 | 58,609 |
| Due after five years through ten years | 92,282 | 83,053 |
| Due after ten years | 202,445 | 175,510 |
| Total | $372,209 | $331,914 |
The following tables present fair values and gross unrealized losses, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, as of the dates stated. The reference point for determining when securities are in an unrealized loss position is period-end; therefore, it is possible that a security's market value exceeded its amortized cost on other days during the past twelve-month period. Excluded from the tables below were securities whose amortized cost equaled their fair value or were in an unrealized gain position totaling $28.7 million and $42.4 million as of March 31, 2026 and December 31, 2025, respectively.
| Less than 12 Months · 12 Months or Greater · Total | |||||||
|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | Number of Securities | FairValue | UnrealizedLosses | FairValue | UnrealizedLosses | FairValue | UnrealizedLosses |
| Mortgage backed securities | 91 | $21,563 | $(188) | $142,382 | $(27,333) | $163,945 | $(27,521) |
| U.S. Treasury and agencies | 29 | — | — | 72,070 | (6,345) | 72,070 | (6,345) |
| State and municipal | 56 | 1,933 | (9) | 39,143 | (4,967) | 41,076 | (4,976) |
| Corporate bonds | 30 | 5,262 | (143) | 20,899 | (1,600) | 26,161 | (1,743) |
| Total | 206 | $28,758 | $(340) | $274,494 | $(40,245) | $303,252 | $(40,585) |
| Less than 12 Months · 12 Months or Greater · Total | |||||||
|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | Number of Securities | FairValue | UnrealizedLosses | FairValue | UnrealizedLosses | FairValue | UnrealizedLosses |
| Mortgage backed securities | 80 | $5,889 | $(16) | $145,498 | $(27,647) | $151,387 | $(27,663) |
| U.S. Treasury and agencies | 29 | — | — | 72,538 | (6,290) | 72,538 | (6,290) |
| State and municipal | 57 | 679 | (2) | 39,908 | (4,728) | 40,587 | (4,730) |
| Corporate bonds | 31 | 1,743 | (159) | 24,249 | (1,826) | 25,992 | (1,985) |
| Total | 197 | $8,311 | $(177) | $282,193 | $(40,491) | $290,504 | $(40,668) |
At March 31, 2026 and December 31, 2025, the majority of securities in an unrealized loss position were of investment grade; however, a portion of the portfolio does not have a third-party investment grade available (securities with fair values of $22.7 millionand $23.5 million, respectively). These securities were primarily subordinated debt instruments issued by bank holding companies that are classified as corporate bonds in the tables above. The Company evaluated the issuers of these individually, observing that each issuer had strong capital ratios and profitability, thereby indicating limited exposure to asset quality or liquidity issues and resulted in no identifiable credit losses. Contractual cash flows for mortgage backed securities and U.S. Treasury and agencies are guaranteed and/or funded by the U.S. government and government agencies. State and municipal securities showed no indication that the contractual cash flows would not be received when due. The Company does not intend to sell, nor does it believe that it will be required to sell, any of its impaired securities prior to the recovery of the amortized cost. As of March 31, 2026 and December 31, 2025, there was no allowance for credit losses ("ACL") for the Company's securities AFS portfolio. Any impairment that has not been recorded through an ACL is recognized in accumulated other comprehensive income (loss).
Restricted equity investments consisted of stock in the FHLB (carrying value of $8.9 million and $9.1 million as of March 31, 2026 and December 31, 2025, respectively), Federal Reserve Bank of Richmond (“FRB”) stock (carrying value of $9.0 million and$9.4 million as of March 31, 2026 and December 31, 2025), and stock in the Company’s correspondent bank (carrying value of$0.5 million at both March 31, 2026 and December 31, 2025). Restricted equity investments are carried at cost.
The Company has various other equity investments, including an investment in a fintech company and limited partnerships, totaling$5.0 million and $4.9 million as of March 31, 2026 and December 31, 2025, respectively.
The Company also holds other investments, primarily in early-stage focused investment funds, which totaled $20.9 million and $20.8 million as of March 31, 2026 and December 31, 2025, respectively, and are reported in other investments on the consolidated balance sheets.
Note 3 – Loans, ACL, and OREO
The following table presents the amortized cost of loans held for investment as of the dates stated.
| (Dollars in thousands) | March 31,2026 | December 31,2025 |
|---|---|---|
| Commercial and industrial | $264,004 | $271,158 |
| Real estate – construction, commercial | 45,831 | 51,738 |
| Real estate – construction, residential | 33,397 | 31,772 |
| Real estate – commercial | 831,794 | 836,308 |
| Real estate – residential | 623,591 | 636,743 |
| Real estate – farmland | 4,451 | 4,580 |
| Consumer | 29,608 | 32,213 |
| Gross loans held for investment | 1,832,676 | 1,864,512 |
| Deferred costs, net of loan fees | 1,223 | 1,205 |
| Total | $1,833,899 | $1,865,717 |
The Company has pledged certain commercial and residential mortgage loans as collateral for borrowings with the FHLB. Loans totaling $665.7 million and $695.1 million were pledged with the FHLB as of March 31, 2026 and December 31, 2025, respectively. Additionally, the Company has pledged certain construction and commercial and industrial loans totaling $71.1 million and $72.8 million as of March 31, 2026 and December 31, 2025, respectively, as collateral for borrowings with the FRB Discount Window.
The following tables present the aging of the recorded investment of loans held for investment by loan category as of the dates stated.
| (Dollars in thousands) | CurrentLoans | 30-59DaysPast Due | 60-89DaysPast Due | Greater than90 Days PastDue &Accruing | Nonaccrual | TotalLoans |
|---|---|---|---|---|---|---|
| Commercial and industrial | $255,605 | $927 | $647 | $1,408 | $5,417 | $264,004 |
| Real estate – construction, commercial | 45,366 | 401 | 22 | — | 42 | 45,831 |
| Real estate – construction, residential | 33,397 | — | — | — | — | 33,397 |
| Real estate – commercial | 825,857 | 47 | — | — | 5,890 | 831,794 |
| Real estate – residential | 601,193 | 12,472 | 2,810 | — | 7,116 | 623,591 |
| Real estate – farmland | 4,451 | — | — | — | — | 4,451 |
| Consumer | 26,760 | 1,391 | 303 | 117 | 1,037 | 29,608 |
| Deferred costs, net of loan fees | 1,223 | — | — | — | — | 1,223 |
| Total | $1,793,852 | $15,238 | $3,782 | $1,525 | $19,502 | $1,833,899 |
| (Dollars in thousands) | CurrentLoans | 30-59DaysPast Due | 60-89DaysPast Due | Greater than90 Days PastDue &Accruing | Nonaccrual | TotalLoans |
|---|---|---|---|---|---|---|
| Commercial and industrial | $261,132 | $1,099 | $780 | $1,508 | $6,639 | $271,158 |
| Real estate – construction, commercial | 51,397 | 62 | 43 | — | 236 | 51,738 |
| Real estate – construction, residential | 31,772 | — | — | — | — | 31,772 |
| Real estate – commercial | 830,608 | 49 | — | — | 5,651 | 836,308 |
| Real estate – residential | 616,943 | 9,840 | 1,006 | 1,575 | 7,379 | 636,743 |
| Real estate – farmland | 4,580 | — | — | — | — | 4,580 |
| Consumer | 30,122 | 1,026 | 290 | 75 | 700 | 32,213 |
| Deferred costs, net of loan fees | 1,205 | — | — | — | — | 1,205 |
| Total | $1,827,759 | $12,076 | $2,119 | $3,158 | $20,605 | $1,865,717 |
The following tables present the recorded investment of nonaccrual loans held for investment with and without an ACL by loan category as of the dates stated.
| (Dollars in thousands) | Nonaccrual Loans with No ACL | Nonaccrual Loans with an ACL | Total Nonaccrual Loans |
|---|---|---|---|
| Commercial and industrial | $1,736 | $3,681 | $5,417 |
| Real estate – construction, commercial | — | 42 | 42 |
| Real estate – commercial | 5,553 | 337 | 5,890 |
| Real estate – residential | 1,602 | 5,514 | 7,116 |
| Consumer | — | 1,037 | 1,037 |
| Total | $8,891 | $10,611 | $19,502 |
| (Dollars in thousands) | Nonaccrual Loans with No ACL | Nonaccrual Loans with an ACL | Total Nonaccrual Loans |
|---|---|---|---|
| Commercial and industrial | $1,774 | $4,865 | $6,639 |
| Real estate – construction, commercial | — | 236 | 236 |
| Real estate – commercial | 5,634 | 17 | 5,651 |
| Real estate – residential | 1,602 | 5,777 | 7,379 |
| Consumer loans | — | 700 | 700 |
| Total | $9,010 | $11,595 | $20,605 |
The Company recognized$0 and $0.2 million of interest income on nonaccrual loans during thethree months ended March 31, 2026 and 2025, respectively.
The following table presents accrued interest receivable by loan type reversed from interest income associated with loans held for investment that were placed on nonaccrual status for the periods stated.
| For the three months ended March 31, | ||
|---|---|---|
| (Dollars in thousands) | 2026 | 2025 |
| Commercial and industrial | $9 | $70 |
| Real estate – construction, commercial | 1 | — |
| Real estate – commercial | 30 | 4 |
| Real estate – residential | 27 | 36 |
| Consumer | 17 | 7 |
| Total | $84 | $117 |
Credit Quality Indicators
The Company segments loans held for investment into risk categories based on relevant information about the expected ability of borrowers to repay debt, such as current financial information, historical payment performance, experience, collateral adequacy, credit documentation, and current economic trends, among other factors. Management assigns loan risk grades by a numerical system as an indication of credit quality of its portfolio of loans held for investment. The Company uses the following definitions for loan risk ratings and periodically evaluates the appropriateness of these ratings across its loan portfolio. Independent third-party loan reviews are performed periodically on the Company's loan portfolio and such reviews validate management's determination of loan risk grades. Bank regulatory agencies also periodically review the Company's loan portfolio, including loan risk grades and may, on occasion, change a grade based on their judgment of the facts at the time of review.
Risk Grade 1 – Strong: This grade is for the strongest of loans. These loans are extended to individuals or businesses where the probability of default is extremely low to the Bank and secured with liquid collateral where the loss given default is unlikely because of the source of repayment such as a lien on a deposit account held at the Bank. Character, credit history, and ability of individuals or company principals are excellent. High liquidity, minimum risk, strong ratios, and low servicing cost are present.
Risk Grade 2 – Minimal: This grade is for loans deemed exceptionally strong. These loans are within established guidelines and where the borrowers have documented significant overall financial strength with consistent and predictable cash flows. These loans have excellent sources of repayment, significant balance sheet liquidity, no significant identifiable risk of collection, and conform in all respects to policy, underwriting standards, and federal and state regulations (no exceptions of any kind). In addition, guarantor support, when provided, is deemed as excellent.
Risk Grade 3 – Acceptable: This grade is for loans deemed strong. These loans have adequate sources of repayment, with a minimal identifiable risk of collection. Generally, loans assigned this risk grade will demonstrate the following characteristics: (1) conformity in all respects with policy, guidelines, underwriting standards, and federal and state regulations (no exceptions of any kind), (2) documented historical cash flow that meets or exceeds required minimum guidelines, or that can be supplemented with verifiable cash flow from other sources, and (3) adequate secondary sources to liquidate the debt. In addition, guarantor support, when provided, is deemed strong.
Risk Grade 4 – Satisfactory: This grade is for satisfactory loans containing more but deemed acceptable risk, and where the borrower is deemed as sound. These loans have adequate sources of repayment, with minimal identifiable risk of collection. Loans assigned with this risk grade will demonstrate the following characteristics: (1) general conformity to the Bank's underwriting requirements, with limited exceptions to policy, product, or underwriting guidelines, and all exceptions noted have documented mitigating factors that offset any additional risk associated with the exceptions noted, (2) documented historical cash flow that meets or exceeds required minimum guidelines, or that can be supplemented with verifiable cash flow from other sources, and (3) adequate secondary sources to liquidate the debt. In addition, guarantor support, when provided, is deemed as satisfactory.
Risk Grade 5 – Watch: This grade is for satisfactory loans containing acceptable but elevated risk. These loans are characterized by borrowers who exhibit signs of financial stress or are experiencing unstable or unfavorable change(s) adversely impacting the current or expected financial condition. The borrower's management is considered to be satisfactory; however, the collateral securing the loan may have decreased in value, the debt service coverage ratio is inconsistent or breakeven but mostly positive, and/or guarantor support, if any, is deemed limited or marginal. Loans classified as Watch warrant additional monitoring by management.
Risk Grade 6 – Special Mention: This grade is for loans that have potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the Bank's credit position potentially at a future date. Special Mention loans are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification. Special Mention credits typically do not conform to established guidelines and/or exceptions without mitigating factors, or have emerging weaknesses that may or may not be remedied with the passage of time.
Risk Grade 7 – Substandard: This grade is for loans inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans classified as Substandard must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt; characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Loans in this category are characterized by deterioration in quality exhibited by any number of well-defined weaknesses requiring corrective action. The weaknesses may include, but are not limited to: (1) current or expected unprofitable operations, (2) inadequate debt service coverage, (3) declining or inadequate liquidity, (4) improper loan structure, (5) questionable or weak repayment sources, and (6) lack of well-defined secondary repayment source. There is a distinct possibility of loss and the Bank may sustain loss if the deficiencies remain uncorrected.
Risk Grade 8 – Doubtful: Loans classified Doubtful have all the weaknesses inherent in loans classified Substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values highly questionable and improbable. However, these loans are not yet rated as loss because certain events may occur which would salvage the Bank's position, which can include, but are not limited to (1) an injection of capital, (2) alternative financing, and (3) liquidation of assets or the pledging of additional collateral. Doubtful is a temporary grade, where the Bank expects a loss but is presently not quantified with any degree of accuracy. Once the loss position is determined, the amount is recorded and charged off against the ACL.
Risk Grade 9 – Loss: Loans classified Loss are deemed uncollectible and of such little value that continuance as assets held for investment is no longer warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer charging off the worthless loan, even though partial recovery may occur in the future. Probable loss amounts, either principal or interest, deemed uncollectible are charged off promptly against the ACL.
The following table presents the recorded investment of loans held for investment by internal loan risk grade by year of origination as of March 31, 2026. There were no loans classified as doubtful or loss (risk grades 8 and 9, respectively) as of the same date. Also presented are current period gross charge-offs by loan type for the three months ended March 31, 2026. The $1.6 millionin current period gross charge-offs of revolving loans were attributable to businessand consumer credit cards originated through a partnership with a third-party company. The third-party provides limited credit loss protection to the Bank, and upon receipt, credits for losses are reported as recoveries. Since the inception of this partnership in early 2023, the Bank has not experienced a credit loss from this arrangement.
| Term Loans Recorded Investment Basis by Origination Year | ||||||||
|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | 2026 | 2025 | 2024 | 2023 | 2022 | Prior | Revolving Loans | Total |
| Commercial and industrial | ||||||||
| Risk Grades 1 - 4 | $12,424 | $25,488 | $7,686 | $9,654 | $45,869 | $29,011 | $90,221 | $220,353 |
| Risk Grades 5 - 6 | 550 | 749 | 915 | 433 | 12,594 | 5,502 | 1,457 | 22,200 |
| Risk Grade 7 | — | — | 973 | 325 | 4,661 | 14,060 | 1,432 | 21,451 |
| Total | 12,974 | 26,237 | 9,574 | 10,412 | 63,124 | 48,573 | 93,110 | 264,004 |
| Current period gross charge-offs | — | — | — | 1 | 6 | 474 | 1,530 | 2,011 |
| Real estate – construction, commercial | ||||||||
| Risk Grades 1 - 4 | 579 | 18,876 | 3,481 | 1,950 | 3,953 | 5,524 | 62 | 34,425 |
| Risk Grades 5 - 6 | — | 498 | — | — | 42 | 10,866 | — | 11,406 |
| Total | 579 | 19,374 | 3,481 | 1,950 | 3,995 | 16,390 | 62 | 45,831 |
| Current period gross charge-offs | — | — | — | — | — | — | — | — |
| Real estate – construction, residential | ||||||||
| Risk Grades 1 - 4 | 2,117 | 25,447 | 3,437 | 53 | 75 | 137 | 100 | 31,366 |
| Risk Grades 5 - 6 | — | 413 | — | — | 1,306 | — | — | 1,719 |
| Risk Grade 7 | — | — | — | — | 312 | — | — | 312 |
| Total | 2,117 | 25,860 | 3,437 | 53 | 1,693 | 137 | 100 | 33,397 |
| Current period gross charge-offs | — | — | — | — | — | — | — | — |
| Real estate – commercial | ||||||||
| Risk Grades 1 - 4 | 12,114 | 77,224 | 4,202 | 20,178 | 213,332 | 281,436 | 16,745 | 625,231 |
| Risk Grades 5 - 6 | — | 826 | — | 5,001 | 77,162 | 80,998 | 3,778 | 167,765 |
| Risk Grade 7 | — | 2,772 | 1,552 | — | 26,282 | 8,192 | — | 38,798 |
| Total | 12,114 | 80,822 | 5,754 | 25,179 | 316,776 | 370,626 | 20,523 | 831,794 |
| Current period gross charge-offs | — | — | — | — | — | — | — | — |
| Real estate – residential | ||||||||
| Risk Grades 1 - 4 | 2,810 | 4,350 | 2,671 | 62,656 | 200,706 | 275,943 | 50,836 | 599,972 |
| Risk Grades 5 - 6 | — | 1,014 | 825 | 266 | 922 | 6,664 | 386 | 10,077 |
| Risk Grade 7 | — | 560 | — | 1,092 | 4,236 | 7,077 | 577 | 13,542 |
| Total | 2,810 | 5,924 | 3,496 | 64,014 | 205,864 | 289,684 | 51,799 | 623,591 |
| Current period gross charge-offs | — | — | — | — | — | — | — | — |
| Real estate – farmland | ||||||||
| Risk Grades 1 - 4 | — | — | 141 | — | 960 | 2,931 | 146 | 4,178 |
| Risk Grades 5 - 6 | — | 61 | — | 120 | — | 92 | — | 273 |
| Total | — | 61 | 141 | 120 | 960 | 3,023 | 146 | 4,451 |
| Current period gross charge-offs | — | — | — | — | — | — | — | — |
| Consumer | ||||||||
| Risk Grades 1 - 4 | 1,301 | 4,236 | 3,378 | 8,960 | 3,930 | 714 | 5,061 | 27,580 |
| Risk Grades 5 - 6 | — | 37 | 198 | 231 | 298 | 31 | — | 795 |
| Risk Grade 7 | — | 3 | 167 | 371 | 528 | 164 | — | 1,233 |
| Total | 1,301 | 4,276 | 3,743 | 9,562 | 4,756 | 909 | 5,061 | 29,608 |
| Current period gross charge-offs | 70 | — | 43 | 27 | 15 | 5 | 92 | 252 |
| Total Loans | ||||||||
| Risk Grades 1 - 4 | $31,345 | $155,621 | $24,996 | $103,451 | $468,825 | $595,696 | $163,171 | $1,543,105 |
| Risk Grades 5 - 6 | 550 | 3,598 | 1,938 | 6,051 | 92,324 | 104,153 | 5,621 | 214,235 |
| Risk Grade 7 | — | 3,335 | 2,692 | 1,788 | 36,019 | 29,493 | 2,009 | 75,336 |
| Total | $31,895 | $162,554 | $29,626 | $111,290 | $597,168 | $729,342 | $170,801 | $1,832,676 |
| Total current period gross charge-offs | $70 | $— | $43 | $28 | $21 | $479 | $1,622 | $2,263 |
The following table presents the recorded investment of loans held for investment by internal loan risk grade by year of origination as of December 31, 2025. There were no loans classified as loss (risk grade 9) as of the same date.
| Term Loans Recorded Investment Basis by Origination Year | ||||||||
|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | 2025 | 2024 | 2023 | 2022 | 2021 | Prior | Revolving Loans | Total |
| Commercial and industrial | ||||||||
| Risk Grades 1 - 4 | $20,395 | $9,213 | $9,941 | $47,850 | $16,375 | $20,845 | $91,849 | $216,468 |
| Risk Grades 5 - 6 | 762 | 408 | 1,257 | 20,110 | 2,817 | 3,944 | 2,465 | 31,763 |
| Risk Grade 7 | — | 986 | 888 | 5,084 | 12,395 | 1,502 | 1,682 | 22,537 |
| Risk Grade 8 | — | — | — | — | — | 390 | — | 390 |
| Total | 21,157 | 10,607 | 12,086 | 73,044 | 31,587 | 26,681 | 95,996 | 271,158 |
| Real estate – construction, commercial | ||||||||
| Risk Grades 1 - 4 | 22,147 | 5,186 | 2,099 | 4,001 | 3,139 | 3,417 | 62 | 40,051 |
| Risk Grades 5 - 6 | 657 | — | — | 43 | 677 | 10,094 | — | 11,471 |
| Risk Grade 7 | — | — | — | — | 5 | 211 | — | 216 |
| Total | 22,804 | 5,186 | 2,099 | 4,044 | 3,821 | 13,722 | 62 | 51,738 |
| Real estate – construction, residential | ||||||||
| Risk Grades 1 - 4 | 22,609 | 5,258 | 495 | 75 | 93 | 48 | — | 28,578 |
| Risk Grades 5 - 6 | 338 | — | — | 2,544 | — | — | — | 2,882 |
| Risk Grade 7 | — | — | — | 312 | — | — | — | 312 |
| Total | 22,947 | 5,258 | 495 | 2,931 | 93 | 48 | — | 31,772 |
| Real estate – commercial | ||||||||
| Risk Grades 1 - 4 | 75,900 | 4,500 | 29,768 | 209,573 | 101,178 | 190,435 | 17,057 | 628,411 |
| Risk Grades 5 - 6 | 830 | — | 5,032 | 79,834 | 31,472 | 47,824 | 3,777 | 168,769 |
| Risk Grade 7 | — | 1,555 | — | 29,380 | 2,519 | 5,674 | — | 39,128 |
| Total | 76,730 | 6,055 | 34,800 | 318,787 | 135,169 | 243,933 | 20,834 | 836,308 |
| Real estate – residential | ||||||||
| Risk Grades 1 - 4 | 4,382 | 2,705 | 65,443 | 204,911 | 104,375 | 181,362 | 51,559 | 614,737 |
| Risk Grades 5 - 6 | 838 | 831 | 266 | 928 | 1,380 | 4,914 | 398 | 9,555 |
| Risk Grade 7 | 561 | — | 1,099 | 3,676 | 1,207 | 5,354 | 554 | 12,451 |
| Total | 5,781 | 3,536 | 66,808 | 209,515 | 106,962 | 191,630 | 52,511 | 636,743 |
| Real estate – farmland | ||||||||
| Risk Grades 1 - 4 | — | 142 | — | 987 | 1,186 | 1,821 | 166 | 4,302 |
| Risk Grades 5 - 6 | 62 | — | 123 | — | 93 | — | — | 278 |
| Total | 62 | 142 | 123 | 987 | 1,279 | 1,821 | 166 | 4,580 |
| Consumer | ||||||||
| Risk Grades 1 - 4 | 4,620 | 4,343 | 10,430 | 4,960 | 620 | 411 | 5,293 | 30,677 |
| Risk Grades 5 - 6 | — | 138 | 190 | 326 | 48 | 18 | — | 720 |
| Risk Grade 7 | — | 117 | 241 | 310 | 110 | 38 | — | 816 |
| Total | 4,620 | 4,598 | 10,861 | 5,596 | 778 | 467 | 5,293 | 32,213 |
| Total Loans | ||||||||
| Risk Grades 1 - 4 | $150,053 | $31,347 | $118,176 | $472,357 | $226,966 | $398,339 | $165,986 | $1,563,224 |
| Risk Grades 5 - 6 | 3,487 | 1,377 | 6,868 | 103,785 | 36,487 | 66,794 | 6,640 | 225,438 |
| Risk Grade 7 | 561 | 2,658 | 2,228 | 38,762 | 16,236 | 12,779 | 2,236 | 75,460 |
| Risk Grade 8 | — | — | — | — | — | 390 | — | 390 |
| Total | $154,101 | $35,382 | $127,272 | $614,904 | $279,689 | $478,302 | $174,862 | $1,864,512 |
The following tables present an analysis of the change in the ACL by loan segment for the periods stated.
| (Dollars in thousands) | Commercial and industrial | Real estate – construction, commercial | Real estate – construction, residential | Real estate – commercial | Real estate – residential | Real estate – farmland | Consumer | Total |
|---|---|---|---|---|---|---|---|---|
| ACL, beginning of period | $4,337 | $678 | $264 | $5,959 | $7,655 | $14 | $537 | $19,444 |
| (Recovery of) provision for credit losses - loans | (972) | (23) | (56) | 317 | (54) | (2) | 190 | (600) |
| Charge-offs | (2,011) | — | — | — | — | — | (252) | (2,263) |
| Recoveries | 2,492 | — | — | — | 1 | — | 110 | 2,603 |
| Net recoveries (charge-offs) | 481 | — | — | — | 1 | — | (142) | 340 |
| ACL, end of period | $3,846 | $655 | $208 | $6,276 | $7,602 | $12 | $585 | $19,184 |
| (Dollars in thousands) | Commercial and industrial | Real estate – construction, commercial | Real estate – construction, residential | Real estate – commercial | Real estate – residential | Real estate – farmland | Consumer | Total |
| ACL, beginning of period | $5,767 | $2,057 | $540 | $5,963 | $7,933 | $18 | $745 | $23,023 |
| (Recovery of) provision for credit losses - loans | (189) | (65) | 12 | (240) | 253 | — | 229 | — |
| Charge-offs | (2,123) | — | — | (63) | (16) | — | (587) | (2,789) |
| Recoveries | 2,078 | — | — | 338 | 1 | — | 475 | 2,892 |
| Net recoveries (charge-offs) | (45) | — | — | 275 | (15) | — | (112) | 103 |
| ACL, end of period | $5,533 | $1,992 | $552 | $5,998 | $8,171 | $18 | $862 | $23,126 |
Effective January 1, 2026, the Bank's ACL policy was amended to remove the requirement that special mention loans over $1.0 million be individually evaluated; as a result, six loans totaling $33.9 million were moved to collective evaluation. These loans had no reserves prior to the policy change; however when collectively evaluated in the first quarter of 2026, resulted in approximately $0.3 million of ACL. Other than the preceding change to the Bank's ACL policy, there were no material changes to the assumptions, loss factors (both quantitative and qualitative), or reasonable and supportable forecasts used in the estimation of the ACL and recovery of credit losses for loans held for investment as of and for the three months ended March 31, 2026.
Excluded from the ACL as of both March 31, 2026 and December 31, 2025 were $9.3 million and $9.1 million of accrued interest attributable to loans held for investment, respectively, which is included in accrued interest receivable on the consolidated balance sheets.
The following table presents the amortized cost of collateral-dependent loans that were individually evaluated for credit losses as of the dates stated.
| (Dollars in thousands) | March 31, 2026 | December 31, 2025 |
|---|---|---|
| Commercial and industrial | $16,890 | $21,134 |
| Real estate – commercial | 21,588 | 50,525 |
| Real estate – residential | 4,416 | 5,567 |
| Total collateral-dependent loans | $42,894 | $77,226 |
Acquired Loans
As of March 31, 2026 and December 31, 2025, the amortized cost of purchased credit deteriorated ("PCD") loans totaled $28.9 million and $29.8 million, respectively, with an estimated ACL of $0.2 million as of both dates. The remaining non-credit discount on PCD loans was $1.9 million and $2.0 million as of March 31, 2026 and December 31, 2025, respectively.
Troubled Loan Modifications
The Company closely monitors the performance of borrowers experiencing financial difficulty and grants certain loan modifications it would otherwise not consider. The Company refers to such loan modifications as troubled loan modifications ("TLMs").
The following table presents the amortized cost of loans designated as TLMs, categorized by loan type and type of concession granted, for the periods stated.
| For the three months ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2026 | 2025 | |||||
| (Dollars in thousands) | Number of Loans | Amortized Cost | % of Amortized Cost to Gross Loans by Category | Number of Loans | Amortized Cost | % of Amortized Cost to Gross Loans by Category |
| Interest forgiven | ||||||
| Real estate – residential | — | $— | 0.00% | 1 | $141 | 0.02% |
| Total interest forgiven | — | $— | 1 | $141 | ||
| Term extension | ||||||
| Commercial and industrial | — | $— | 0.00% | 1 | $2,024 | 0.75% |
| Total term extension | — | $— | 1 | $2,024 | ||
| Payment deferral | ||||||
| Real estate – residential | 2 | $1,503 | 0.24% | — | $— | 0.00% |
| Total payment deferral | 2 | $1,503 | — | $— | ||
| Total | 2 | $1,503 | 2 | $2,165 | ||
The following tables present additional information including the financial effects of TLMs as of and for the periods stated.
| (Dollars in thousands) | Weighted Average Term Extension (Months) | Weighted Average Payment Deferral | Weighted Average Interest Forgiven |
|---|---|---|---|
| Real estate – residential | — | $50 | $— |
| (Dollars in thousands) | Weighted Average Term Extension (Months) | Weighted Average Payment Deferral | Weighted Average Interest Forgiven |
|---|---|---|---|
| Commercial and industrial | 20 | $— | $— |
| Real estate – residential | — | — | 50 |
The following tables present an aging analysis of the amortized cost of loans designated as TLMs as of the dates stated.
| (Dollars in thousands) | CurrentLoans | 30-89DaysPast Due | Greater than90 Days PastDue &Accruing | Nonaccrual | Total |
|---|---|---|---|---|---|
| Commercial and industrial | $1,035 | $— | $— | $2,132 | $3,167 |
| Real estate – commercial | 495 | — | — | — | 495 |
| Real estate – residential | 232 | 1,503 | — | 618 | 2,353 |
| Consumer | — | — | — | 5 | 5 |
| Total modified loans | $1,762 | $1,503 | $— | $2,755 | $6,020 |
| (Dollars in thousands) | CurrentLoans | 30-89DaysPast Due | Greater than90 Days PastDue &Accruing | Nonaccrual | Total |
|---|---|---|---|---|---|
| Commercial and industrial | $2,270 | $— | $— | $2,310 | $4,580 |
| Real estate – commercial | 501 | — | — | — | 501 |
| Real estate – residential | 236 | — | — | 627 | 863 |
| Consumer | — | — | — | 6 | 6 |
| Total modified loans | $3,007 | $— | $— | $2,943 | $5,950 |
As of March 31, 2026 and December 31, 2025, there wereno unfunded commitments to borrowers with TLMs.
The following table presents the amortized cost of loans designated as TLMs that were modified in the preceding twelve months and had a payment default during the periods stated.
| For the three months ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2026 | 2025 | |||||
| (Dollars in thousands) | Number of Loans | Amortized Cost | % of Amortized Cost to Gross Loans by Category | Number of Loans | Amortized Cost | % of Amortized Cost to Gross Loans by Category |
| Interest forgiveness | ||||||
| Real estate – residential | — | $— | 0.00% | 1 | $141 | 0.02% |
| Total interest forgiveness | — | $— | 1 | 141 | ||
| Payment deferral | ||||||
| Real estate – residential | 1 | 251 | 0.04% | 1 | 493 | 0.08% |
| Consumer | — | — | 0.00% | 1 | 9 | 0.03% |
| Total payment deferral | 1 | $251 | 2 | $502 | ||
| Total | 1 | $251 | 3 | $643 | ||
OREO
As of March 31, 2026 and December 31, 2025, OREO included a property with a carrying value of $1.3 million that served as collateral for a government guaranteed loan. The guaranteed portion of the loan (90%) was owned by the U.S. Small Business Administration ("SBA"), and the Company is obligated to remit to the SBA its share of the liquidation proceeds upon the sale of the property. Accordingly, the Company recorded a $1.2 million liability, reported in other liabilities on the Company's consolidated balance sheets as both March 31, 2026 and December 31, 2025, representing the SBA's contractual interest in the expected proceeds from the sale of the property.
As of March 31, 2026, eight residential mortgage loans with a total amortized cost of $2.9 million were in the process of foreclosure.
Note 4 – Borrowings
FHLB Borrowings
The Bank had borrowings from the FHLB totaling $150.0 million at both March 31, 2026 and December 31, 2025. The FHLB borrowings required the Bank to hold $8.9 million and $9.1 million of FHLB stock at March 31, 2026 and December 31, 2025, respectively, which is included in restricted equity investments on the consolidated balance sheets.
At March 31, 2026 and December 31, 2025, the Bank also had letters of credit outstanding with the FHLB in the amounts of $70.1 million and $51.2 million, respectively, of which $70.0 million and $50.0 million was for the purpose of collateral for public deposits with the Treasury Board of the Commonwealth of Virginia as of the same respective dates. Outstanding letters of credit reduce the available balance of the borrowing facility with the FHLB.
At March 31, 2026, 1-4 family residential loans, multi-family residential loans, and commercial real estate loans classified as held for investment with a lendable value of $384.7 million and securities with a lendable value of $161.3 million were pledged for the borrowing facility with the FHLB.
At March 31, 2026 and December 31, 2025, the secured facility totaled $546.0 million and $565.5 million, respectively, based on pledged collateral. Available balances on the FHLB credit facility were $325.9 million and $364.4 million as of March 31, 2026 and December 31, 2025, respectively.
The following table presents information regarding FHLB borrowings outstanding as of both March 31, 2026 and December 31, 2025.
| (Dollars in thousands) | Balance | Origination Date | Stated Interest Rate | Maturity Date |
|---|---|---|---|---|
| Fixed rate credit | $50,000 | 3/15/2023 | 4.07% | 3/15/2027 |
| Fixed rate credit | 50,000 | 5/2/2023 | 3.87% | 5/3/2027 |
| Fixed rate credit | 50,000 | 5/4/2023 | 3.52% | 5/4/2028 |
| Total FHLB borrowings | $150,000 | |||
FRB Borrowings
The Company may obtain advances from the FRB through its Discount Window. Advances through the FRB Discount Window are secured by qualifying pledged construction and commercial and industrial loans. The Company had secured borrowing capacity with the FRB Discount Window of $71.1 million and $72.8 million as of March 31, 2026 and December 31, 2025, respectively, of which the Company hadno outstanding advances as of both dates.
Other Borrowings
The Company had an unsecured line of credit with a correspondent bank available for overnight borrowing, which totaled$10.0 million as of both March 31, 2026 and December 31, 2025. This line bears interest at the prevailing rates for such loans and is cancelable any time by the correspondent bank. As of both March 31, 2026 and December 31, 2025, the Company had no outstanding advances on this secured line.
Subordinated Notes
The Company had $14.7 million of subordinated notes, net, outstanding as of both March 31, 2026 and December 31, 2025. Prior to June 1, 2025, the Company's subordinated notes had been comprised of a $15 million issuance in May 2020 maturing June 1, 2030 (the “2030 Note”) and a$25 million issuance in October 2019 maturing October 15, 2029 (the “2029 Notes”).
On June 1, 2025, the Company completed the $15.0 million redemption of the 2030 Note. The interest rate on the 2030 Note was 6.0% up to the redemption date. Interest expense on the 2030 Note was $0 and $0.2 million for thethree months ended March 31, 2026 and 2025, respectively.
On July 15, 2025, the Company completed a $10.0 million partial redemption of its 2029 Notes. As of March 31, 2026, the 2029 Notes bore an annual interest rate of 8.0%. As of March 31, 2026, the net carrying amount of the 2029 Notes was $14.7 million, inclusive of a $0.2 million purchase accounting adjustment (premium). For the three months ended March 31, 2026 and 2025, the effective interest rate on the 2029 Notes was 7.92% and 6.31%, respectively, inclusive of the amortization of the purchase accounting adjustment (premium).
Note 5 – Fair Value
The fair value of a financial instrument is the current amount that would be exchanged between willing parties in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques.
The three levels of input that may be used to measure fair value are as follows:
| Level 1 – | Valuation is based on quoted prices in active markets for identical assets and liabilities. |
|---|
| Level 2 – | Valuation is based on observable inputs including quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets and liabilities in less active markets, and model-based valuation techniques for which significant assumptions can be derived primarily from or corroborated by observable data in the market. |
|---|---|
| Level 3 – | Valuation is based on model-based techniques that use one or more significant inputs or assumptions that are unobservable in the market. |
The following tables present the balances of financial assets measured at fair value on a recurring basis as of the dates stated.
| (Dollars in thousands) | Total | Level 1 | Level 2 | Level 3 |
|---|---|---|---|---|
| Securities available for sale | ||||
| Mortgage backed securities | $187,102 | $— | $187,102 | $— |
| U.S. Treasury and agencies | 72,077 | — | 72,077 | — |
| State and municipals | 44,194 | — | 44,194 | — |
| Corporate bonds | 28,541 | — | 28,541 | — |
| Total securities available for sale | $331,914 | $— | $331,914 | $— |
| Other assets | ||||
| Rabbi trust assets | $652 | $652 | $— | $— |
| Interest rate swap asset | 335 | — | 335 | — |
| Other liabilities | ||||
| Interest rate swap liability | $381 | $— | $381 | $— |
| (Dollars in thousands) | Total | Level 1 | Level 2 | Level 3 |
|---|---|---|---|---|
| Securities available for sale | ||||
| Mortgage backed securities | $185,087 | $— | $185,087 | $— |
| U.S. Treasury and agencies | 72,538 | — | 72,538 | — |
| State and municipals | 44,484 | — | 44,484 | — |
| Corporate bonds | 30,819 | — | 30,819 | — |
| Total securities available for sale | $332,928 | $— | $332,928 | $— |
| Other assets | ||||
| Rabbi trust assets | $682 | $682 | $— | $— |
| Interest rate swap asset | 613 | — | 613 | — |
| Other liabilities | ||||
| Interest rate swap liability | $654 | $— | $654 | $— |
The following tables summarize assets that were measured at fair value on a nonrecurring basis as of the dates stated.
| (Dollars in thousands) | Total | Level 1 | Level 2 | Level 3 |
|---|---|---|---|---|
| Other equity investments | $4,952 | $— | $1,946 | $3,006 |
| Collateral-dependent loans | 1,919 | — | — | 1,919 |
| OREO | 1,560 | — | — | 1,560 |
| (Dollars in thousands) | Total | Level 1 | Level 2 | Level 3 |
|---|---|---|---|---|
| Other equity investments | $4,910 | $— | $1,904 | $3,006 |
| Collateral-dependent loans | 1,919 | — | — | 1,919 |
| Loans held for sale | 14,769 | — | 14,769 | — |
| OREO | 1,683 | — | — | 1,683 |
The following tables present quantitative information about Level 3 fair value measurements of assets measured on a nonrecurring basis as of the dates stated.
| (Dollars in thousands) | Balance as of March 31, 2026 | Unobservable Input | Range |
|---|---|---|---|
| Other equity investments | |||
| Probability weighted expected return technique | $3,006 | Discount Rate | 20% |
| Collateral-dependent loans | |||
| Discounted appraised value technique | 1,919 | Selling Costs | 5% |
| OREO | |||
| Discounted appraised value technique | 1,338 | Selling Costs | 7% |
| Discounted cash flows technique | 222 | Discount Rate | 20% |
| (Dollars in thousands) | Balance as of December 31, 2025 | Unobservable Input | Range |
|---|---|---|---|
| Other equity investments | |||
| Probability weighted expected return technique | $3,006 | Discount Rate | 20% |
| Collateral-dependent loans | |||
| Discounted appraised value technique | 1,919 | Selling Costs | 5% |
| OREO | |||
| Discounted appraised value technique | 1,461 | Selling Costs | 7% |
| Discounted cash flows technique | 222 | Discount Rate | 20% |
The following tables present the estimated fair values, related carrying amounts, and valuation level of the financial instruments as of the dates stated.
| Fair Value Measurements | |||||
|---|---|---|---|---|---|
| (Dollars in thousands) | Carrying Value | Fair Value | Level 1 | Level 2 | Level 3 |
| Financial Assets | |||||
| Cash and due from banks | $146,608 | $146,608 | $146,608 | $— | $— |
| Federal funds sold | 1,451 | 1,451 | 1,451 | — | — |
| Securities available for sale | 331,914 | 331,914 | — | 331,914 | — |
| Restricted equity investments | 18,405 | 18,405 | — | 18,405 | — |
| Other equity investments | 4,952 | 4,952 | — | 1,946 | 3,006 |
| Other investments | 20,916 | 20,916 | — | — | 20,916 |
| Loans held for investment, net | 1,814,715 | 1,762,500 | — | — | 1,762,500 |
| Accrued interest receivable | 11,134 | 11,134 | — | 11,134 | — |
| Financial Liabilities | |||||
| Noninterest-bearing demand | $392,067 | $392,067 | $392,067 | $— | $— |
| Interest-bearing demand and money market | 598,599 | 598,599 | — | 598,599 | — |
| Savings | 102,400 | 102,400 | — | 102,400 | — |
| Time | 800,008 | 801,177 | — | 801,177 | — |
| FHLB borrowings | 150,000 | 150,831 | — | 150,831 | — |
| Subordinated notes, net | 14,702 | 13,903 | — | — | 13,903 |
| Fair Value Measurements | |||||
|---|---|---|---|---|---|
| (Dollars in thousands) | Carrying Value | Fair Value | Level 1 | Level 2 | Level 3 |
| Financial Assets | |||||
| Cash and due from banks | $115,949 | $115,949 | $115,949 | $— | $— |
| Federal funds sold | 1,851 | 1,851 | 1,851 | — | — |
| Securities available for sale | 332,928 | 332,928 | — | 332,928 | — |
| Restricted equity investments | 19,016 | 19,016 | — | 19,016 | — |
| Other equity investments | 4,910 | 4,910 | — | 1,904 | 3,006 |
| Other investments | 20,781 | 20,781 | — | — | 20,781 |
| Loans held for sale | 14,769 | 14,769 | — | 14,769 | — |
| Loans held for investment, net | 1,846,273 | 1,786,730 | — | — | 1,786,730 |
| Accrued interest receivable | 10,787 | 10,787 | — | 10,787 | — |
| Financial Liabilities | |||||
| Noninterest-bearing demand | $398,541 | $398,541 | $398,541 | $— | $— |
| Interest-bearing demand and money market | 612,648 | 612,648 | — | 612,648 | — |
| Savings | 100,346 | 100,346 | — | 100,346 | — |
| Time | 799,627 | 802,308 | — | 802,308 | — |
| FHLB borrowings | 150,000 | 150,116 | — | 150,116 | — |
| Subordinated notes, net | 14,716 | 13,905 | — | — | 13,905 |
Note 6 – Minimum Regulatory Capital Requirements
Banks and bank holding companies are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, financial institutions must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. A financial institution's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
Pursuant to the final rules implementing the Basel Committee on Banking Supervision's capital guidelines for U.S. banks, banks must hold a capital conservation buffer of 2.50% above the adequately capitalized risk-based capital ratios for all ratios, except the tier 1 leverage ratio. If a banking organization dips into its capital conservation buffer, it is subject to limitations on certain activities, including payment of dividends, share repurchases, and discretionary compensation to certain officers. Federal and state banking regulations place certain restrictions on dividends paid by the Company.
Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized; although, these terms are not used to represent overall financial condition. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required.
The Company adopted ASC 326, Financial Instruments - Credit Losses (referred to herein as "current expected credit losses" or "CECL") effective January 1, 2023. Federal and state banking regulations allow financial institutions to irrevocably elect to phase-in the after-tax cumulative effect adjustment to retained earnings (the "CECL Transitional Amount") over a three-year period. The three-year phase-in of the CECL Transitional Amount to regulatory capital was 25%,50%, and 25% in 2023, 2024, and 2025, respectively. The Bank made this irrevocable election effective with its first quarter 2023 call report. The CECL Transitional Amount was $8.1 million and was fully phased in as a reduction to the regulatory capital amounts and ratios as of March 31, 2026, compared to a $6.1 million reduction as of December 31, 2025.
Thefollowing tables present the capital ratios to which banks are subject to be adequately and well capitalized, as well as the capital and capital ratios for the Bank as of the dates stated. Adequately capitalized ratios include the conservation buffer, if applicable. The following tables also include the capital adequacy ratios to which bank holding companies are subject.
| Actual | For Capital Adequacy Purposes | To Be Well Capitalized | ||||
|---|---|---|---|---|---|---|
| (Dollars in thousands) | Amount | Ratio | Amount | Ratio | Amount | Ratio |
| Total risk based capital (to risk-weighted assets) | ||||||
| Blue Ridge Bank, N.A. | $286,488 | 16.47% | $182,643 | 10.50% | $173,945 | 10.00% |
| Blue Ridge Bankshares, Inc. | $327,867 | 18.67% | $140,489 | 8.00% | n/a | n/a |
| Tier 1 capital (to risk-weighted assets) | ||||||
| Blue Ridge Bank, N.A. | $266,647 | 15.33% | $147,847 | 8.50% | $139,150 | 8.00% |
| Blue Ridge Bankshares, Inc. | $296,223 | 16.87% | $105,355 | 6.00% | n/a | n/a |
| Common equity tier 1 capital (to risk-weighted assets) | ||||||
| Blue Ridge Bank, N.A. | $266,647 | 15.33% | $121,757 | 7.00% | $113,060 | 6.50% |
| Blue Ridge Bankshares, Inc. | $296,223 | 16.87% | $79,016 | 4.50% | n/a | n/a |
| Tier 1 leverage (to average assets) | ||||||
| Blue Ridge Bank, N.A. | $266,647 | 11.01% | $96,874 | 4.00% | $121,093 | 5.00% |
| Blue Ridge Bankshares, Inc. | $296,223 | 12.13% | $97,683 | 4.00% | n/a | n/a |
| Actual | For Capital Adequacy Purposes | To Be Well Capitalized | ||||
|---|---|---|---|---|---|---|
| (Dollars in thousands) | Amount | Ratio | Amount | Ratio | Amount | Ratio |
| Total risk based capital (to risk-weighted assets) | ||||||
| Blue Ridge Bank, N.A. | $339,784 | 19.16% | $186,188 | 10.50% | $177,322 | 10.00% |
| Blue Ridge Bankshares, Inc. | $370,984 | 20.69% | $143,427 | 8.00% | n/a | n/a |
| Tier 1 capital (to risk-weighted assets) | ||||||
| Blue Ridge Bank, N.A. | $322,320 | 18.18% | $150,724 | 8.50% | $141,858 | 8.00% |
| Blue Ridge Bankshares, Inc. | $344,604 | 19.22% | $107,570 | 6.00% | n/a | n/a |
| Common equity tier 1 capital (to risk-weighted assets) | ||||||
| Blue Ridge Bank, N.A. | $322,320 | 18.18% | $124,125 | 7.00% | $115,259 | 6.50% |
| Blue Ridge Bankshares, Inc. | $344,604 | 19.22% | $80,677 | 4.50% | n/a | n/a |
| Tier 1 leverage (to average assets) | ||||||
| Blue Ridge Bank, N.A. | $322,320 | 13.04% | $98,859 | 4.00% | $123,574 | 5.00% |
| Blue Ridge Bankshares, Inc. | $344,604 | 13.81% | $99,777 | 4.00% | n/a | n/a |
The decline in the capital amounts and capital ratios for both the Bank and the Company as of March 31, 2026 was primarily a result of the aforementioned special cash dividend declared in the first quarter of 2026.
Note 7 – Commitments and Contingencies
In the ordinary course of operations, the Company offers various financial products to its customers to meet their credit and liquidity needs. These instruments involve elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and stand-by letters of credit written is represented by the contractual amount of these instruments. The Company uses the same credit policies in making commitments and conditional commitments as it does for on-balance sheet commitments.
Subject to its normal credit standards and risk monitoring procedures, the Company makes contractual commitments to extend credit. Commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee. Since many of the commitments may expire without being completely drawn upon, the total commitment amounts do not necessarily represent future cash requirements. As of March 31, 2026 and December 31, 2025, the Company had outstanding loan commitments of $253.6 million and $247.2 million, respectively. Of these amounts, $35.6 million and $35.2 million were unconditionally cancelable at the sole discretion of the Company as of the same respective dates.
Conditional commitments are issued by the Company in the form of financial stand-by letters of credit, which guarantee payment to the underlying beneficiary (i.e., third party) if the customer fails to meet its designated financial obligation. As of March 31, 2026 and December 31, 2025, commitments under outstanding financial stand-by letters of credit totaled $6.1 million and $6.3 million, respectively. The credit risk of issuing stand-by letters of credit can be greater than the risk involved in extending loans to customers.
For the three months ended March 31, 2026 and 2025, the Company did not record a provision for credit losses for unfunded commitments. The reserve for unfunded commitments, which is included in other liabilities on the consolidated balance sheets, was $0.8 million as of both March 31, 2026 and December 31, 2025.
The Company has investments in various partnerships and limited liability companies. Pursuant to these investments, the Company commits to an investment amount that may be fulfilled in future periods. At March 31, 2026 and December 31, 2025, the Company had future commitments outstanding totaling $4.7 million and $4.9 million, respectively, related to these investments.
Note 8 – Stock-Based Compensation
The Company has granted restricted stock awards (“time-based RSAs”) to employees and directors, and PSAs to employees, under equity incentive plans that have been approved by the Company's shareholders. Time-based RSAs are measured at grant-date fair value, based on the market price of the Company's common stock on the grant date, and the compensation expense is recognized on a straight-line basis over the requisite service period, which is generally three years. Time-based RSAs carry voting rights and nonforfeitable rights to dividends. PSAs vest at the end of a specified performance period contingent upon the Company's achievement of financial performance goals. Compensation expense for PSAs is recognized over the performance period when achievement of the performance condition is considered probable, with periodic adjustments made as necessary. The performance goals for PSAs are generally based on a profitability measure for the Company, as established by the Company's board of directors, or a committee thereof. PSAs carry voting rights and rights to dividends that are paid only if and when the PSAs vest.
Stock-based compensation expense, reported as a component of salaries and employee benefits in the consolidated statements of operations, was $0.8 million and $0.3 million for thethree months ended March 31, 2026 and 2025, respectively.
Total unrecognized compensation expense related to time-based RSAs and PSAs as of March 31, 2026 totaled$5.1 million. The ultimate amount of expense recognized is dependent upon the achievement of performance goals, which are generally established for specific fiscal years.
The following table presents the activity in time-based RSAs and PSAs as of the dates and for the periods stated.
| Time-based RSAs | PSAs | |||
|---|---|---|---|---|
| Shares | Weighted Average Fair Value | Shares | Weighted Average Fair Value | |
| Shares unvested and outstanding, December 31, 2025 | 469,920 | $3.44 | 3,453,259 | $3.63 |
| Canceled (1) | — | — | (680,000) | 3.54 |
| Granted | 14,829 | 4.40 | 680,000 | 3.95 |
| Vested (2) | (176,329) | 3.61 | (566,668) | 3.54 |
| Forfeited (3) | (78,490) | 2.86 | (1,474,478) | 3.64 |
| Shares unvested and outstanding, March 31, 2026 | 229,930 | $3.57 | 1,412,113 | $3.83 |
| (1) Canceled shares are the result of plan limitations and/or award design. | ||||
| (2) Of vested shares, shares totaling 140,146 were withheld as payment of taxes for the three months ended March 31, 2026. | ||||
| (3) Unvested shares are forfeited upon separation of service or due to not meeting performance condition(s). | ||||
Note 9 – Earnings Per Share
Thefollowing table shows the calculation of basic and diluted earnings per share ("EPS"), the weighted average number of shares outstanding used in computing EPS, the effect on the weighted average number of shares outstanding ofdilutive potential common stock for the periods stated, and the weighted average number of securities excluded from the computation of diluted EPS because their effects would have been anti-dilutive.
| For the three months ended March 31, | ||
|---|---|---|
| (Dollars in thousands, except per share data) | 2026 | 2025 |
| Net income (loss) | $836 | $(434) |
| Weighted average common shares outstanding, basic | 88,343,128 | 86,003,226 |
| Potentially dilutive securities | ||
| PSAs | 179,047 | — |
| Warrants | 11,235,761 | — |
| Weighted average common shares outstanding, dilutive | 99,757,936 | 86,003,226 |
| Basic and diluted earnings (loss) per common share | $0.01 | $(0.01) |
| Weighted average anti-dilutive securities excluded from diluted EPS | ||
| PSAs | — | 7,720 |
| Stock options | 19,079 | 63,828 |
| Warrants | — | 8,216,508 |
| Total weighted average anti-dilutive securities | 19,079 | 8,288,056 |
Note 10– Segment Reporting
Until March 2025, the Company operated through three reportable business segments: bank and financial group (formerly referred to as commercial banking), holding company activities, and mortgage banking. The bank and financial group business segment originates loans to and generates deposits from individuals and businesses, and offers a broad range of financial services to its customers. Holding company or parent level activities are primarily associated with investments, borrowings, and certain noninterest expenses. The mortgage banking segment was sold in March 2025. As a result of the disposition, the remaining business segments were aggregated and reported in total to the Company's Chief Operating Decision Maker (the "CODM"). The CODM now evaluates performance on a Company-wide basis.
The CODM evaluates the Company's performance based on net income (loss) and other measures of profitability, in order to evaluate staffing levels, assess resources for allocation to projects, and make informed decisions on whether the Company's activities should be modified to align with the Company’s overall near- and long-term strategies. The CODM is regularly provided with revenue and expense information at a level consistent with that disclosed in the Company's consolidated statements of operations.
Note 11 – Legal Matters
In the ordinary course of operations, the Company is party to legal proceedings. Based upon information currently available, management believes that such legal proceedings, in the aggregate and excluding those noted below, will not have a material adverse effect on the Company’s business, financial condition, results of operations, or cash flows.
On December 20, 2024, a former Deputy Bank Secrecy Act Officer and manager at the Bank filed suit against the Company and the Company’s and the Bank’s Chief Executive Officer, in the Circuit Court of the City of Richmond (Virginia) alleging that she was retaliated against and constructively discharged in violation of the Virginia Whistleblower Protection Act, Va. Code § 40.1-27.3, and Bowman v. State Bank of Keysville, 331 S.E.2d 797 (Va. 1985). On December 30, 2024, the Company removed the matter to the United States District Court for the Eastern District of Virginia, where it subsequently filed a motion to dismiss. On July 18, 2025, the court granted the Company’s motion to dismiss. The case caption in the district court is Porter v. Blue Ridge Bankshares, Inc. (No. 3:24-cv-909 (E.D. Va.)). On August 15, 2025, the plaintiff appealed the dismissal of her claims to the U.S. Court of Appeals for the Fourth Circuit, Case No. 25-1970, asserting various violations of law. The Company believes the plaintiff’s claims are without merit and will continue to defend itself vigorously in the matter.
Note 12 – Subsequent Events
The special cash dividend of $0.60 per share of the Company’s common stock declared on March 30, 2026, totaling approximately $54.1 million, was paid on April 27, 2026 to shareholders of record as of the close of business on April 13, 2026.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.