Blue Ridge Bankshares, Inc. Form 8-K (June 28, 2021)

Summary

Blue Ridge Bankshares, Inc. filed this Form 8-K reporting an event dated June 28, 2021, under Item 2.01. On that date, Blue Ridge Bank, National Association, its wholly-owned bank subsidiary, sold approximately $712.6 million in outstanding principal amount of loans originated under the Small Business Administration's Paycheck Protection Program (PPP) to The Loan Source, Inc. The Company received cash proceeds of approximately $705.9 million. The Bank used a portion to pay off approximately $431.1 million of borrowings under the Paycheck Protection Program Liquidity Facility, and holds approximately $140.0 million of remaining PPP loans. The signature block is dated July 2, 2021 and shows /s/ Judy C. Gavant, Executive Vice President and Chief Financial Officer.

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8-K 1 d194842d8k.htm 8-K 8-K

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 28, 2021

BLUE RIDGE BANKSHARES, INC.

(Exact name of registrant as specified in its charter)

Virginia | 001-39165 | 54-1470908
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.)
1807 Seminole Trail Charlottesville, Virginia | 22901
(Address of principal executive offices) | (Zip Code)

Registrant’s telephone number, including area code: (540) 743-6521

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation 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:

Title of each class | Trading Symbol(s) | Name of each exchange on which registered
Common stock, no par value | BRBS | NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 2.01 | Completion of Acquisition or Disposition of Assets.

On June 28, 2021, Blue Ridge Bank, National Association (the “Bank”), the wholly-owned bank subsidiary of Blue Ridge Bankshares,
Inc. (the “Company”), sold approximately $712.6 million in outstanding principal amount of loans originated by the Bank pursuant to the Small Business Administration’s Paycheck Protection Program (“PPP”) to The Loan
Source, Inc. In connection with the sale, the Company received cash proceeds of approximately $705.9 million, which represents a purchase price equal to the principal amount of loans, less a discount determined based on the outstanding balance
of the applicable loans, and excluding accrued and unpaid interest. The Bank used a portion of the proceeds of the sale to pay off approximately $431.1 million of borrowings pursuant to the Paycheck Protection Program Liquidity Facility.

The Company expects to realize a gain in the second quarter as a result of the sale after giving effect to the unrecognized processing fees
associated with the sold loans. After giving effect to the sale, the Bank holds approximately $140.0 million of remaining PPP loans.

Forward-Looking Statements

This report
contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent plans, estimates, objectives, goals, guidelines, expectations, intentions, projections and
statements of the Company’s beliefs concerning future events, business plans, objectives, expected operating results and the assumptions upon which those statements are based. Forward-looking statements include without limitation, any statement
that may predict, forecast, indicate or imply future results, performance or achievements, and are typically identified with words such as “may,” “could,” “should,” “will,” “would,”
“believe,” “anticipate,” “estimate,” “expect,” “aim,” “intend,” “plan,” or words or phases of similar meaning. The Company cautions that the forward-looking statements are based
largely on its expectations and are subject to a number of known and unknown risks and uncertainties that are subject to change based on factors which are, in many instances, beyond the Company’s control. Actual results, performance or
achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements.

The following
factors, among others, could cause the Company’s financial performance to differ materially from that expressed in such forward-looking statements: (i) the strength of the United States economy in general and the strength of the local
economies in which the Company conducts operations; (ii) geopolitical conditions, including acts or threats of terrorism, or actions taken by the United States or other governments in response to acts or threats of terrorism and/or military
conflicts, which could impact business and economic conditions in the United States and abroad; (iii) the effects of the COVID-19 pandemic, including the adverse impact on the Company’s business and
operations and on the Company’s customers which may result, among other things, in increased delinquencies, defaults, foreclosures and losses on loans; (iv) the occurrence of significant natural disasters, including severe weather
conditions, floods, health related issues, and other catastrophic events; (v) the Company’s management of risks inherent in its real estate loan portfolio, and the risk of a prolonged downturn in the real estate market, which could impair
the value of the Company’s collateral and its ability to sell collateral upon

any foreclosure; (vi) changes in consumer spending and savings habits; (vii) technological and social media changes; (viii) the effects of, and changes in, trade, monetary and
fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System, inflation, interest rate, market and monetary fluctuations; (ix) changing bank regulatory conditions, policies or programs,
whether arising as new legislation or regulatory initiatives, that could lead to restrictions on activities of banks generally, or the Company’s subsidiaries in particular, more restrictive regulatory capital requirements, increased costs,
including deposit insurance premiums, regulation or prohibition of certain income producing activities or changes in the secondary market for loans and other products; (x) the impact of changes in financial services policies, laws and
regulations, including laws, regulations and policies concerning taxes, banking, securities and insurance, and the application thereof by regulatory bodies; (xi) the impact of changes in laws, regulations and policies affecting the real estate
industry; (xii) the effect of changes in accounting policies and practices, as may be adopted from time to time by bank regulatory agencies, the Securities and Exchange Commission (the “SEC”), the Public Company Accounting Oversight
Board, the Financial Accounting Standards Board or other accounting standards setting bodies; (xiii) the timely development of competitive new products and services and the acceptance of these products and services by new and existing
customers; (xiv) the willingness of users to substitute competitors’ products and services for the Company’s products and services; (xv) the businesses of the Company and Bay Banks of Virginia, Inc. (“Bay Banks”) may
not be integrated successfully or such integration may be more difficult, time-consuming, or costly than expected; (xvi) customer and employee relationships and business operations may be disrupted by the Bay Banks merger; (xvii) the
effects of the Bay Banks merger and other acquisitions the Company may make, including, without limitation, the failure to achieve the expected revenue growth and/or expense savings from such transactions; (xviii) changes in the level of the
Company’s nonperforming assets and charge-offs; (xix) the Company’s involvement, from time to time, in legal proceedings and examination and remedial actions by regulators; (xx) potential exposure to fraud, negligence, computer
theft and cyber-crime; (xxi) the Company’s ability to pay dividends; (xxii) the Company’s involvement as a participating lender in the PPP; and (xxiii) other risks and factors identified in the “Risk Factors”
sections and elsewhere in documents the Company files from time to time with the SEC.

SIGNATURES

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

BLUE RIDGE BANKSHARES, INC.
(Registrant)
Date: July 2, 2021 | By: | /s/ Judy C. Gavant
Judy C. Gavant
Executive Vice President and
Chief Financial Officer

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