UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to SectionPROXY STATEMENT PURSUANT TO SECTION 14(a) of theOF THE

Securities Exchange Act ofSECURITIES EXCHANGE ACT OF 1934

(Amendment No.)

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

BLUE RIDGE BANKSHARES, INC.

(Name of Registrant as Specified In Itsin its Charter)

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

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

April 28, 2023January 20, 2024

Dear Fellow Shareholders:

You are cordially invited to attend the AnnualSpecial Meeting of Shareholders (the “Special Meeting”) of Blue Ridge Bankshares, Inc. (the “Company”) on June 14, 2023,March 6, 2024, at 10:00 a.m. Eastern Time. The Company’s Board of Directors has determined that the AnnualSpecial Meeting will be conducted exclusively as a virtual meeting of shareholders via online live webcast. You will be able to attend and participate in the AnnualSpecial Meeting online and vote your shares electronically and submit your questions prior to and during the meeting by visiting www.meetnow.global/MN4HRWZ.MV7CU5Q.

At the meeting, you will be asked to consider and vote on the following proposals:

You will find information regarding theseYour attention is directed to the proxy statement accompanying this letter for a more complete statement of matters into be considered at the Proxy Statement.Special Meeting.

You may vote your shares through the Internet, by telephone, by regular mail, (if you request a paper copy), or virtually at the Annual Meeting. On or about May 2, 2023, we will mail shareholders a Notice containing instructions on how to obtain the Proxy Statement and the Annual Report on Form 10-K for the year ended December 31, 2022 on the Internet and how to vote their shares. You may read, print, or download the Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2022 at www.investorvote.com/BRBS. You may request paper copies of these materials as well by following the instructions on the Notice. If you request a paper copy and receive a proxy card, it also contains instructions regarding how to vote through the Internet, by telephone, by regular mail, or virtually at the AnnualSpecial Meeting.

Your vote is important.Approval of the Capital Raise Proposal requires approval by a majority of votes cast at the Special Meeting, and approval of the Articles Amendment Proposal requires approval by more than two-thirds of the outstanding shares of the Company’s common stock. Our Board of Directors unanimously recommends that you vote “FOR” approval of the Capital Raise Proposal, “FOR” approval of the Articles Amendment Proposal, and “FOR” approval of the Adjournment Proposal.

Please take time to vote now so that your shares are represented at the meeting, whether or not you plan to participate in the AnnualSpecial Meeting. We appreciate your continued support.

Sincerely,

Brian K. Plum G. William Beale

President and Chief Executive Officer

BLUE RIDGE BANKSHARES, INC.

NOTICE OF ANNUALSPECIAL MEETING OF SHAREHOLDERS

To Our Shareholders:

The AnnualSpecial Meeting of Shareholders (the “Special Meeting”) of Blue Ridge Bankshares, Inc. (the “Company”) will be held on June 14, 2023,March 6, 2024, at 10:00 a.m. Eastern Time. The AnnualSpecial Meeting will be conducted exclusively as a virtual meeting of shareholders via online live webcast. You will be able to attend and participate in the AnnualSpecial Meeting online and vote your shares electronically and submit your questions prior to and during the meeting by visiting www.meetnow.global/MN4HRWZ.MV7CU5Q.

At the meeting, you will be asked to consider and vote on the following proposals:

Only shareholders of record at the close of business on April 18, 2023January 16, 2024 will be entitled to notice of and to vote at the AnnualSpecial Meeting and any adjournments thereof.

Neither the Capital Raise Proposal nor the Articles Amendment Proposal will be adopted unless both of such proposals are approved by the shareholders. Our Board of Directors unanimously recommends that you vote “FOR” approval of the Capital Raise Proposal, “FOR” approval of the Articles Amendment Proposal, and “FOR” approval of the Adjournment Proposal.

Your attention is directed to the Proxy Statement accompanying this Notice for a more complete statement of matters to be considered at the Special Meeting.

It is important that your shares are represented at the Special Meeting, whether or not you plan to attend the meeting online. Please complete, sign, and date the enclosed proxy card and return it in the envelope provided. You may also vote via the Internet or telephone by following the instructions on the proxy card. If your shares are held through a broker, bank or other custodian, please follow the instructions on the voting instruction card provided by such person.

By Order of the Board of Directors,

Amanda G. Story

Corporate Secretary

April 28, 2023January 20, 2024

BLUE RIDGE BANKSHARES, INC.

PROXY STATEMENT

ANNUALSPECIAL MEETING OF SHAREHOLDERS

June 14, 2023

GeneralMARCH 6, 2024

The accompanying proxy is solicited by the Board of Directors (the “Board”) of Blue Ridge Bankshares, Inc. (the “Company”) forin connection with the Company’s AnnualSpecial Meeting of Shareholders to be held on June 14, 2023March 6, 2024 (the “Annual“Special Meeting”), at the time and for the purposes set forth in the accompanying Notice of the AnnualSpecial Meeting. The AnnualSpecial Meeting will be conducted exclusively as a virtual meeting of shareholders via online live webcast. You will be able to attend and participate in the Annual Meetingspecial meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting www.meetnow.global/MN4HRWZ. MV7CU5Q.

The date of this Proxy Statement is April 28, 2023,January 20, 2024, and it is anticipated that the approximateCompany will commence mailing date of the Notice containing instructions on how to obtain thethis Proxy Statement and the Annual Reportenclosed proxy card on Form 10-K for the year ended December 31, 2022 on the Internet is May 2, 2023.or about January 24, 2024.

In this Proxy Statement, we use the terms “we,” “us,” “our,” and the “Company” to refer to Blue Ridge Bankshares, Inc. and its subsidiaries ason a combined entity as the “Company”consolidated basis, unless the context requires otherwise or unless otherwise noted, and we refer to Blue Ridge Bank, National Association, the Company’s bank subsidiary, as the “Bank.”

Business ItemsQUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

The following are answers to certain questions that you may have regarding the Special Meeting and the proposals to be considered at the meeting. You should carefully read this entire Proxy Statement because the information in this section may not provide all the information that might be important to you in determining how to vote.

Following closing of the AnnualPrivate Placement, we intend to conduct a rights offering for $20 million that will allow our then shareholders, other than our directors and executive officers, to purchase shares of our common stock at a purchase price of $2.50 per share (the “Rights Offering”).

You are receiving this document because the rules of the NYSE American, the stock exchange on which our common stock is listed, require our shareholders to approve the Private Placement before it can be completed. Further, we currently do not have a sufficient number of authorized and unissued shares of our common stock to complete the Private Placement. Therefore, the Private Placement cannot be completed without shareholder approval of (i) the Private Placement and (ii) an amendment to the Company’s articles of incorporation to increase the number of authorized shares of the Company’s common stock from 50,000,000 to 150,000,000. We are holding the Special Meeting to vote on these proposals.

AtThe enclosed materials allow you to vote your shares without attending the AnnualSpecial Meeting. Your vote is important. We encourage you to submit your proxy as soon as possible.

Our Board of Directors has unanimously determined that the Private Placement is in the best interest of our shareholders, approved the Private Placement, and recommends that shareholders vote to approve the Private Placement and the amendment to the Company’s articles of incorporation.

In consideration of the foregoing, our management and Board of Directors have been working closely with financial and legal advisors to evaluate potential alternatives for raising additional capital to implement our business plan, support our business, and meet applicable capital requirements. We approved the Private Placement and entered into the Securities Purchase Agreement to provide needed capital to the Company and the Bank. We plan to use the capital for general corporate purposes and to help propel the Company’s near-term strategic initiatives, which include repositioning business lines and supporting organic growth, and to enhance the Bank’s capital levels, including complying with the IMCR directives.

Shareholders will also be asked to vote on any other matters which may properly come before the Annual Meeting. Management knows of no other business to be brought before the meeting. However, ifSpecial Meeting. Should any other matters dobusiness properly come beforebe presented for action at the Annual Meeting,meeting, the shares represented by the enclosed proxy shall be voted by the persons named as proxies possess discretionary authority to votetherein in accordance with their best judgment with respect to such other matters.

Recommendationand in the best interests of the Board of DirectorsCompany.

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By the Internet or Telephone. If you vote “FOR” the election of the director nominees named in this Proxy Statement, “FOR” approval of the Blue Ridge Bankshares, Inc. 2023 Stock Incentive Plan, and “FOR” ratification of the appointment of Elliott Davis, PLLC as the Company’s independent registered public accounting firm for 2023.

Record Date and Voting Rights of Shareholders

Only shareholders ofare a record holder of the Company’s common stock, atyou can also appoint the close of business on April 18, 2023 are entitled to notice of andproxies to vote atyour shares for you by going to the AnnualInternet website www.investorvote.com/BRBS or by calling (800) 652-8683. When you are prompted, enter the “control number” printed on the enclosed proxy card, and then follow the instructions provided.

During the Special Meeting or any adjournments thereof. The number of shares. If you are a record holder of the Company’s common stock, outstanding and entitled toyou may also cast your vote as ofonline during the close of business on April 18, 2023 was 18,940,674.The Company has noSpecial Meeting.

If your shares are held in “street name,” through a broker, bank or other class of stock outstanding. Each share of common stock entitlescustodian, that entity will send you separate instructions describing the record holder thereof to one vote upon each matter to be voted upon at the Annual Meeting.

If your shares are held in street name, please follow the instructions delivered with the notice from your broker, bank or other custodian or contact them for instructions on how to change or revoke your vote.

How Shares will be Voted

Shares represented by proxies will be voted at the Annual

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PROPOSAL 1 – APPROVAL OF THE CAPITAL RAISE PROPOSAL

The following summary descriptions of the terms of the Private Placement and the reasons for contemplating the Private Placement are included for informational purposes in connection with this proxy solicitation and do not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company.

At the Special Meeting, our shareholders will be asked to approve the Capital Raise Proposal so that we can obtain $150 million in additional capital through the issuance of shares of our common stock and warrants exercisable into shares of our common stock in the Private Placement. Pursuant to the rules of the NYSE American, the stock exchange on which our common stock is listed, we cannot complete the Private Placement without the prior approval of our shareholders.

In addition, the completion of the Private Placement is subject to shareholder approval of Proposal 2, the Articles Amendment Proposal, in order for us to have a sufficient number of authorized shares to issue to investors in the Private Placement. As such, the approval of the Capital Raise Proposal is conditioned on shareholder approval of the Articles Amendment Proposal, so shareholders who wish to approve the Capital Raise Proposal should also approve the Articles Amendment Proposal.

After careful consideration, our Board of Directors unanimously approved, and recommends that shareholders approve, the issuance of shares of our common stock and warrants exercisable into shares of our common stock and the other related transactions contemplated by the Private Placement.

Background of the Private Placement

During the second half of 2023, management and the Company’s Board of Directors have worked closely with financial and legal advisors to evaluate potential alternatives for raising additional capital to implement our business plan, support our business, and meet applicable capital requirements. This evaluation included possibly selling common or preferred stock in public or private offerings, issuing debt or subordinated debt and/or warrants, disposing of assets, trading deposits or loans, and considering other strategic alternatives. Management and the Board initiated this review because of the impact of certain business challenges and financial pressures faced by the Company that began in 2022 and continued throughout 2023, some of which are described below. The Board of Directors believes that in consideration of these challenges and continuing financial pressures, the Company has an immediate need to raise a significant amount of capital and strengthen its balance sheet that can only be accomplished through the Private Placement.

Written Agreement with the OCC. On August 29, 2022, the Bank entered into a formal written agreement (the “Written Agreement”) with the OCC. The Written Agreement principally concerns our financial technology (“fintech”) line of business and requires the Bank to continue enhancing its controls for assessing and managing the third-party, Bank Secrecy Act/Anti-Money Laundering, and information technology risks stemming from its fintech partnerships. A properly submitted proxy indicating “withhold”complete copy of the Written Agreement was filed as an exhibit to a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on September 1, 2022. We have incurred costs for professional services and staff augmentation related to regulatory remediation efforts in connection with the Written Agreement of $7.3 million for the nine months ended September 30, 2023 and $7.4 million for the year ended December 31, 2022. While we are actively working to bring our fintech policies, procedures, and operations into conformity with OCC directives, many aspects of the Written Agreement require considerable time for completion, implementation, validation, and sustainability, and such efforts have and will continue to require considerable expenditures.

Heightened Capital Requirements. Banks and bank holding companies are subject to various regulatory capital requirements administered by the federal banking agencies, including capital adequacy guidelines and a framework for prompt corrective action as set forth in federal laws and regulations governing banks and bank

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holding companies. The OCC has notified the Bank of the OCC’s decision to establish IMCR requirements for the Bank that are higher than those required for capital adequacy purposes generally. Specifically, the Bank is required to maintain a leverage ratio of 10.00% and a total capital ratio of 13.00%. As of September 30, 2023, the Bank did not meet these IMCR directives. Management and our Board of Directors have been exploring and evaluating alternatives to raise additional capital, and have approved the Private Placement, in large part to comply with these IMCR directives.

Asset Quality. As of September 30, 2023, the Company’s nonperforming loans were $81.8 million, or 3.34% of total loans held for investment, including a group of specialty finance loans totaling $48.2 million. The Company’s allowance for credit losses (“ACL”) as of September 30, 2023 includes $21.8 million of specific reserves for this group of loans. While management believes that the ACL was adequate as of September 30, 2023 and that the credit deterioration of this group of loans is an isolated event within the Company’s loan portfolio, there can be no assurance that the Company will not experience further deterioration within this group of loans or other increases in nonperforming loans in the future. These specialty finance loans are of higher risk than other types of loans originated by the Company, due to the nature of the collateral, and as such, the Company’s ability to pursue collections could be delayed or protracted.

In consideration of the Company’s asset quality, the Securities Purchase Agreement includes provisions requiring the Company to adopt an asset resolution plan pursuant to which the Company will accelerate its work-out strategy with respect to certain work-out assets to be identified. Please see “Terms of the Private Placement” below.

Reasons for the Private Placement

On December 21, 2023, management recommended, and the Board unanimously approved, the Private Placement and the Company’s entrance into the Securities Purchase Agreement in order to take steps towards complying with the OCC’s IMCR directive to enhance capital levels of the Bank and to bolster the Company’s balance sheet through the issuance of the Company’s common stock.

If the Private Placement is approved and the proposed transactions are consummated, the Company expects to receive $150 million in gross proceeds from the Private Placement, excluding funds that may be received upon the exercise of the warrants to be issued in the Private Placement. The funds received from the Private Placement will be used for general corporate purposes and to help propel the Company’s near-term strategic initiatives, which include repositioning business lines and supporting organic growth. The Company expects that the Private Placement will provide the Company with adequate capital to serve as a source of strength for the Bank and that the Bank will comply with the OCC’s IMCR directives.

In consideration of the foregoing, our Board of Directors considered the terms of the Private Placement and the Securities Purchase Agreement alongside its evaluation of additional efforts to raise capital or pursue other strategic alternatives, and the likelihood of success and timing related to those efforts in view of the IMCR directives, and determined that the other options were not as attractive or viable as the Private Placement and that it is in the best interest of the Company’s shareholders to proceed with the Private Placement.

If our shareholders do not approve the Capital Raise Proposal and the Articles Amendment Proposal or we are otherwise unable to complete the Private Placement, we would not be able to raise the capital needed to enhance our capital levels and support our business, which could materially and adversely affect our business, financial results, and prospects.

Reasons Against the Private Placement

The issuance of shares of our common stock under the terms of the Securities Purchase Agreement will result in substantial dilution to existing common shareholders and a significant reduction in the percentage interests of the existing common shareholders in the voting power and in the future earnings per share of their

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common stock. The sale or resale of these securities could also cause the market price of the common stock to decline. Assuming that the Private Placement is consummated, current common shareholders will own approximately 24.3% of the issued and outstanding common stock (approximately 17.7% giving effect to exercise of warrants and resulting issuances of common stock). For additional information regarding the dilutive effect of the Private Placement, please see “—Pro Forma Financial Information” below.

The Board has weighed the reasons for and against the Private Placement and has determined that the reasons in favor of the Private Placement outweigh the reasons against it.

Terms of the Private Placement

On December 21, 2023, we entered into the Securities Purchase Agreement with Kenneth R. Lehman (“Mr. Lehman”), Castle Creek Capital Partners VIII, L.P. (“Castle Creek”), other institutional investors and certain of our directors and executive officers (each, a “Purchaser” and collectively, the “Purchasers”) pursuant to which we agreed to issue and sell to the Purchasers (i) 60,000,000 shares of our common stock at a purchase price of $2.50 per share (the “Placement Shares”) and (ii) warrants to purchase 29,369,000 shares of our common stock (the “Warrant Shares”) at an exercise price of $2.50 per share (the “Warrants”) in the Private Placement. Pursuant to the Securities Purchase Agreement, no director or executive officer of the Company will receive Warrants. Subject to closing conditions, including shareholder approval at the Special Meeting, the Private Placement is expected to close in March 2024.

In connection with the Private Placement, a shareholder of the Company, Richard T. Spurzem, is entitled to exercise contractual gross-up rights to acquire equity securities of the Company pursuant to certain stock purchase agreements, by and between the Company and Mr. Spurzem, dated December 31, 2014 and March 17, 2015, respectively. Those agreements afford Mr. Spurzem the opportunity to acquire from the Company, for the same price (net of any underwriting discounts or sales commissions) and on the same terms as the Securities Purchase Agreement, up to an amount of shares of our common stock and Warrants to enable him to maintain his proportionate common stock interest in the Company immediately prior to the Private Placement. For purposes of the Capital Raise Proposal, the terms “Private Placement,” “Placement Shares,” “Warrants” and “Warrant Shares” also include the issuance of additional shares of our common stock and warrants exercisable into shares of our common stock, if any, to Richard T. Spurzem pursuant to his exercise of these contractual rights.

The following descriptions of the Securities Purchase Agreement, the Warrants and the Registration Rights Agreement (as such term is defined below) do not purport to be complete and are subject to, and qualified in their entirety by reference to, the form of Securities Purchase Agreement, a copy of which is attached to this Proxy Statement as Appendix A and the form of Warrant and the form of Registration Rights Agreement included as exhibits therein.

Securities Purchase Agreement. The obligations of the Company and the Purchasers to consummate the Private Placement pursuant to the Securities Purchase Agreement are subject to the satisfaction or waiver of certain closing conditions, including (i) approval of the Capital Raise Proposal and Articles Amendment Proposal by our shareholders at the Special Meeting, (ii) receipt by Mr. Lehman and Castle Creek of any required bank regulatory approvals, waivers or non-objections, (iii) the Placement Shares and Warrant Shares having been authorized for listing on the NYSE American market, (iv) the Purchasers having remitted an aggregate of at least $130.0 million in funds (including at least $3.1 million by directors and executive officers of the Company) at closing, and (v) the Bank’s compliance with certain minimum capital requirements.

Until the completion of the Private Placement, we have agreed to operate our business in the ordinary course consistent with past practice, preserve intact the current business organization of the Company, use commercially reasonable efforts to retain the services of our officers, employees, consultants and agents, preserve our rights and permits issued by governmental authorities, preserve our current relationships with material customers and others with whom we have and intend to maintain significant relations and maintain all of our operating assets in

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their current condition (normal wear and tear excepted). In addition, we generally have agreed not to, directly or indirectly (i) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into any transaction involving a merger, consolidation, business combination, recapitalization, purchase or disposition of any material amount of the assets of the Company or any material amount of the capital stock or other ownership interests of the Company (other than in connection with the Private Placement), (ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of such a transaction, (iii) furnish any information concerning the business, operations, properties or assets of the Company in connection with such a transaction or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing.

Effective as of the closing of the Private Placement, Castle Creek will be entitled to designate two individuals to be appointed to the Company’s and the Bank’s boards of directors. This right will continue for as long as Castle Creek, together with its respective affiliates, owns, in the aggregate, 9.9% or more of the outstanding shares of our common stock. In the event that Castle Creek’s ownership falls below 9.9%, but is at least 4.9%, of the outstanding shares of our common stock, Castle Creek’s board designation rights will continue with respect to one board representative member. In the event Castle Creek’s ownership falls below either of the foregoing thresholds, its rights to designate such board representatives automatically will be assigned to Mr. Lehman, provided that he then holds the required ownership levels. In addition, Mr. Lehman may, but is not required to, designate an additional individual to be appointed to the Company’s and the Bank’s boards of directors for as long as he owns at least 4.9% of the outstanding shares of our common stock. In connection with the Company’s annual meeting of shareholders first following the closing of the Private Placement, the Company will take appropriate actions to reduce the size of the Company’s and the Bank’s boards of directors to 12 members, including Castle Creek’s two representatives above, or 13 members, if Mr. Lehman also exercises his right to designate a board member.

Following the closing of the Private Placement, the Company will work with the lead investors to identify specific work-out assets and develop and adopt a mutually agreeable asset resolution plan pursuant to which the Company will accelerate its work-out strategy with respect to those identified assets. The Company will not be required to accelerate its work-out strategy to a degree that would result in an immediate pre-tax charge that exceeds $30 million.

In addition, any Purchaser who owns at least 9.9% of our outstanding common stock will receive gross-up rights to acquire any equity or equity-linked securities (with certain exceptions) offered by the Company in the future to enable such Purchaser to maintain proportionate common stock interest in the Company as immediately prior to such issuance.

The Securities Purchase Agreement may be terminated, and the Private Placement abandoned, by either the Company or any Purchaser (with respect to itself only) if the Private Placement as not been consummated on or prior to April 19, 2024.

The Securities Purchase Agreement may be amended by an instrument in writing signed by the Company and the Purchasers of at least a majority in interest of securities still held by Purchasers. A party to the Securities Purchase Agreement may waive any provision of the Securities Purchase Agreement by an instrument in writing signed by such party.

Certain exhibits and schedules to the Securities Purchase Agreement have been omitted from Appendix A. In addition, the representations, warranties and covenants of the Company set forth in the Securities Purchase Agreement were made for purposes of the Securities Purchase Agreement and are subject to limitations agreed upon by the contracting parties, including being qualified by disclosures made by the parties for the purposes of allocating contractual risk between the Company and the Purchasers when negotiating the terms of the Securities Purchase Agreement. Certain representations and warranties may be subject to a contractual standard of materiality different from what might be viewed as material to shareholders. In addition, such representations and warranties, unless otherwise specified therein, were made only as of the date of the Securities Purchase Agreement, and information concerning the subject matter of the representations and warranties may change

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after the date of the Securities Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Warrants. Pursuant to the Securities Purchase Agreement, at the closing of the Private Placement, we will issue the Warrants to the Purchasers other than directors and executive officers of the Company. The Warrants are exercisable at any time after issuance, in whole or in part, until the fifth anniversary of the date of issuance of the Warrants. Holders may exercise their Warrants by paying the exercise price in immediately available funds to us or, in certain circumstances, through a “cashless exercise” whereby the holder forfeits some shares of common stock under the Warrant in lieu of paying the exercise price. Upon exercise, we promptly will deliver shares of our common stock to the Warrant holder.

The Warrants contain certain anti-dilution and price protection provisions pursuant to which the exercise price and number of Warrant Shares may be adjusted upon certain events, including stock dividends and splits, distributions, or subsequent equity sales.

Registration Rights Agreement. At the closing of the Private Placement, the Company and the Purchasers will enter into a registration rights agreement, the form of which is attached to the Securities Purchase Agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, we have agreed to register for resale the Placement Shares and the Warrant Shares (collectively, the “Registrable Securities”). We also have agreed to file a registration statement registering the Registrable Securities for resale by the Purchasers no later than 30 days following the closing date of the Private Placement, and to cause such registration statement to be declared effective by the SEC and to keep such registration statement effective until the earlier of (i) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the holders thereof and (ii) the date on which all Placement Shares and Warrant Shares cease to be Registrable Securities.

If the Company fails to file the registration statement or have it declared effective by certain deadlines, if the registration statement ceases to remain effective, subject to specified grace periods, or if we fail to satisfy the current public information requirement of Rule 144(c)(1) under the Securities Act of 1933, as amended, then we are required to pay monthly liquidated damages to each holder of Registrable Securities in an amount of 1.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any unregistered Registrable Securities then held by such holder, subject to certain caps and limitations.

Director and Officer Participation

Certain of our directors and executive officers have agreed to purchase an aggregate of 1,262,000 shares of our common stock in the Private Placement at a purchase price of $2.50 per share. Unlike other investors in the Private Placement, our directors and executive officers will not receive Warrants in connection with the Private Placement. Because our directors and executive officers are participating in the Private Placement, they will not participate in the Rights Offering, described below.

Rights Offering

Following closing of the Private Placement, we intend to conduct the Rights Offering, pursuant to which our then shareholders, other than our directors and executive officers, will have the opportunity to purchase shares of our common stock at a $2.50 purchase price per share.

Reasons for Seeking Shareholder Approval

Our common stock is listed on the NYSE American market, and we are subject to Section 713(a) of the NYSE American Company Guide, which requires us to obtain shareholder approval prior to the sale, issuance, or potential issuance of common stock (or securities convertible into common stock), other than a public offering, equal to 20% or more of our presently outstanding common stock for less than the greater of book or market value of the stock. In addition, Section 713(b) of the NYSE American Company Guide requires shareholder approval of a transaction, other than a public offering, involving the sale, issuance or potential issuance by an

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issuer of common stock (or securities convertible into or exercisable for common stock) when the issuance or potential issuance of additional shares may result in a change of control of the issuer. In addition, Section 711 of the NYSE American Company Guide requires shareholder approval of a sale of common stock to directors and executive officers for less than the market price of our common stock.

Pursuant to the Securities Purchase Agreement, the Company has agreed to issue and sell 60,000,000 shares of our common stock at a purchase price of $2.50 per share and Warrants to purchase 29,369,000 shares of our common stock at an exercise price of $2.50 per share in the Private Placement.

In addition, in connection with the Private Placement, Richard T. Spurzem is entitled to exercise contractual gross-up rights to acquire equity securities of the Company pursuant to certain stock purchase agreements, by and between the Company and Mr. Spurzem, dated December 31, 2014 and March 17, 2015, respectively. Those agreements afford Mr. Spurzem the opportunity to acquire from the Company, for the same price (net of any underwriting discounts or sales commissions) and on the same terms as the Securities Purchase Agreement, up to an amount of shares of our common stock and Warrants to enable him to maintain his proportionate common stock interest in the Company immediately prior to the Private Placement. For purposes of the Capital Raise Proposal, any issuance of additional shares of our common stock and warrants exercisable into shares of our common stock to Richard T. Spurzem pursuant to his exercise of these contractual rights is included in and forms a part of the Private Placement for which we are requesting shareholder approval in the Capital Raise Proposal.

As of the close of business on December 21, 2023, the date of the Securities Purchase Agreement, the Company had 19,217,291 shares of common stock issued and outstanding, and the closing per share market price of our common stock was $3.54. The number of shares of our common stock to be issued pursuant to the Securities Purchase Agreement is more than 20% of our presently outstanding common stock and will be issued for a price that is less than book value and market value of our common stock. In addition, such issuance may be deemed to result in a “change of control” as determined under the NYSE American Company Guide.

In order to satisfy the requirements of the NYSE American Company Guide, including Sections 711, 713(a) and 713(b) thereof, we are asking shareholders to approve the issuance of shares of common stock and Warrants in the Private Placement, as described herein.

Pro Forma Financial Information

The following unaudited pro forma financial information of the Company for the fiscal year ended December 31, 2022 and the nine months ended September 30, 2023 show the effects of the Private Placement. The unaudited pro forma consolidated balance sheet and the unaudited pro forma capital ratios of the Bank are presented as if the Private Placement had occurred on September 30, 2023. The unaudited pro forma consolidated statements of operations, including earnings per share information, are presented as if the Private Placement had occurred on January 1, 2022.

The pro forma financial data below may change materially based on the timing and utilization of the proceeds as well as certain other factors including the likelihood and timing of any Warrant exercises. Accordingly, we can provide no assurance that the pro forma scenarios included in the following unaudited pro forma financial data will ever be achieved. We have included the following unaudited pro forma consolidated financial data solely for the purpose of providing shareholders with information that may be useful for purposes of considering and evaluating the Capital Raise Proposal and the Articles Amendment Proposal.

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Blue Ridge Bankshares, Inc.

Unaudited Pro Forma Consolidated Balance Sheet

A - Assumes net proceeds of $211.0 million from the issuance of 60.0 million shares of common stock and the immediate cash exercise of all issued Warrants for an additional 29.4 million shares of common stock issued less estimated issuance costs of approximately $12.5 million as of the balance sheet date.

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Blue Ridge Bankshares, Inc.

Unaudited Pro Forma Consolidated Statements of Operations

A - Assumes net proceeds from Private Placement is initially invested in federal funds sold effective at the beginning of the periods presented. Monthly federal funds rates for the 2022 period range from approximately 0.1% to 4.1% per annum. Monthly federal funds rates for the 2023 period range from approximately 4.3% to 5.3% per annum. Subsequent redeployment of the net proceeds is anticipated, but the manner and timing of such is uncertain.

B - Assumes an effective income tax rate of 21.0%.

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Blue Ridge Bankshares, Inc.

Notes to Unaudited Pro Forma Consolidated Financial Statements

For the Year Ended December 31, 2022 and the Nine Months Ended September 30, 2023

Note 1. General

These unaudited pro forma financial statements assume (i) the sale of $150 million of common stock in the Private Placement, (ii) the immediate cash exercise of all Warrants issued in the Private Placement and (iii) that Mr. Spurzem does not exercise his contractual gross-up rights to purchase all or part of approximately 6,000,000 shares of common stock and warrants to purchase 3,000,000 shares of common stock.

The statements should be read in conjunction with the historical financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as amended, and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023, as amended, and September 30, 2023.

Note 2. Earnings Per Share

The following tables present the as reported and as adjusted weighted average number of shares used in computing earnings per share and the effect on the weighted average number of shares of potential dilutive common stock.

A - Assumes the issuance of 60.0 million shares of common stock and the immediate cash exercise of all issued Warrants for an additional 29.4 million shares of common stock issued at the beginning of the periods presented.

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Note 3. Minimum Regulatory Capital Requirements

The following table presents the capital and capital ratios of the Bank as reported and as adjusted as of the date presented.

A - Assumes $100.0 million received by the Company from the Private Placement is initially contributed as tier 1 capital to the Bank as of the date presented.

Dilution Table*

If the Warrants are exercised at any time when the exercise price is less than the tangible book value of the shares of common stock received, the exercise will be dilutive to the tangible book value of the then existing common shareholders. Based on the tangible book value per share of our common stock at September 30, 2023 and an exercise price of $2.50 per share, the exercise of these Warrants would be dilutive to our tangible book value if the Warrants were exercised immediately. The amount of dilution, however, will depend on the number of shares of common stock issued upon the exercise of the Warrants and the amount of the difference between the exercise price and the book value of the common stock at such time.

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Appraisal or Dissenters’ Rights

Under the VSCA, shareholders are not entitled to appraisal or dissenters’ rights with respect to the electionCapital Raise Proposal.

Shareholder Vote Required

Assuming there is a proper quorum of shares represented at the Special Meeting, the approval of the Capital Raise Proposal requires the affirmative vote of a majority of the votes cast at the Special Meeting. Abstentions will not count as votes cast on the proposal, and, accordingly, will have no effect on the outcome of the vote on the Capital Raise Proposal. Failures to vote and broker non-votes (if any) will have no effect on the outcome of the vote on such proposal.

The Board of Directors recommends that shareholders vote “FOR” approval of the Capital Raise Proposal.

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PROPOSAL 2 – APPROVAL OF THE ARTICLES AMENDMENT PROPOSAL

We are currently authorized by our articles of incorporation to issue up to 50,000,000 shares of our common stock. As of December 21, 2023, we had 19,217,291 shares of our common stock issued and outstanding and 3,549,356 shares reserved for future issuance under the Company’s equity compensation plans, including for outstanding options. Pursuant to the Securities Purchase Agreement, we have agreed to issue 60,000,000 shares of common stock and Warrants to purchase an additional 29,369,000 shares of common stock upon completion of the Private Placement. Accordingly, we currently do not have a sufficient number of authorized and unissued shares of common stock to complete the Private Placement. Therefore, the Private Placement cannot be completed without the approval of the Articles Amendment Proposal.

In addition, the completion of the Private Placement is subject to shareholder approval of Proposal 1, the Capital Raise Proposal. As such, the approval of the Articles Amendment Proposal is conditioned on shareholder approval of the Capital Raise Proposal, so shareholders who wish to approve the Articles Amendment Proposal should also approve the Capital Raise Proposal.

After careful consideration, our Board of Directors unanimously approved, and recommends that shareholders approve, an amendment to the Company’s articles of incorporation to increase the number of shares of common stock that we are authorized to issue from 50,000,000 to 150,000,000.

The Articles Amendment

On December 21, 2023, and in connection with approving the Private Placement, our Board of Directors authorized and approved an amendment to our articles of incorporation to increase the number of shares of common stock that we are authorized to issue from 50,000,000 to 150,000,000 (the “Amendment”). The Amendment is subject to approval by our shareholders. The Board of Directors has recommended that our shareholders approve the Amendment and, therefore, we are asking shareholders to approve the Articles Amendment Proposal at the Special Meeting.

The Amendment, if approved, would amend Article II of the Company’s articles of incorporation. The complete text of the Amendment is set forth below. Except as provided below, Article II of the Company’s articles of incorporation would remain unchanged by this amendment. The relative rights of the holders of common stock under the articles of incorporation would also remain unchanged. Subsection A of Section 1 of Article II of the articles of incorporation, as amended by the proposed Amendment, is set forth below:

A. The Corporation is authorized to issue one hundred fifty million (150,000,000) shares of capital common stock with no stated par value.

If the Articles Amendment Proposal is approved by the shareholders, and the Capital Raise Proposal is also approved by shareholders at the Special Meeting, then the Amendment will be filed and become effective upon filing with the Virginia State Corporation Commission, which we expect to occur promptly after the Special Meeting or any adjournment thereof subject to such shareholder approval.

Why We are Seeking Shareholder Approval

As required by the laws of our jurisdiction of incorporation, Virginia, our Board of Directors must approve any amendment to our articles of incorporation that increases the number of authorized shares of our common stock and submit such amendment to shareholders for their approval. The affirmative vote of more than two-thirds of the outstanding shares of our common stock is required to approve the Articles Amendment Proposal under our articles of incorporation, as amended, and Virginia law.

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In light of certain business challenges and financial pressures faced by the Company as described elsewhere in this Proxy Statement, our Board of Directors has approved the issuance of additional capital in the Private Placement. The Articles Amendment Proposal must be approved in order for the Company to complete the Private Placement.

We believe that the proposed Amendment is in the best interest of our shareholders because it will allow us to complete the Private Placement and the Rights Offering and maintain flexibility to use capital stock for business and financial purposes in the future, including additional capital raising transactions, stock dividends, other stock splits and other distributions, and in connection with equity-based benefit plans.

The following table summarizes the shares of common stock issued and outstanding as of December 21, 2023, reserved for issuance under the Company’s equity compensation plans, and issuable in the Private Placement and the Rights Offering. The table also shows the impact of the Amendment, the Private Placement and the Rights Offering on the number of authorized but unissued shares of the Company’s common stock, assuming (i) all actions contemplated by such proposals were completed as of December 21, 2023, (ii) the sale of $150 million of common stock in the Private Placement and (iii) Mr. Spurzem does not exercise his contractual gross-up rights to purchase all or part of approximately 6,000,000 shares of common stock and warrants to purchase 3,000,000 shares of common stock.

Possible Effects on Holders of Common Stock and Board Consideration

If the Articles Amendment Proposal is approved by our shareholders, we will be authorized to issue up to 150,000,000 shares of common stock. The newly authorized shares will constitute additional shares of the existing class of the Company’s common stock and, if and when issued, will have the same rights and privileges as the shares currently authorized, including the right to one vote per share and to participate in dividends when and to the extent declared and paid. As is the case with the Company’s currently authorized but unissued shares

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of common stock, however, adoption of this proposal would permit our Board of Directors to issue additional shares in the future without further approval of our shareholders unless otherwise required by applicable law, regulation or stock exchange rule or our articles of incorporation.

As discussed above, we are seeking shareholder approval of the Articles Amendment Proposal in order for us to have a sufficient number of authorized shares to issue to investors in the Private Placement. Our existing shareholders generally will experience substantial dilution of their ownership interests if and when additional shares of common stock are issued in the Private Placement, and may experience substantial dilution of their ownership interests if additional shares of common stock are otherwise issued by the Company. The issuance of these securities could cause a significant reduction in the percentage interests of current shareholders, their voting power, the liquidation value, book and market value of their shares and the future earnings per share of the Company. The sale or resale of the additional securities could also cause the market price of the common stock to decline. For additional information regarding the dilutive effect the implementation of this proposal could have on your interests, please see “Proposal 1 – Approval of the Capital Raise Proposal – Pro Forma Financial Information.”

As of the date of this Proxy Statement, other than as disclosed herein, the Company has no present plans, agreements, understandings or commitments to issue additional shares of common stock, except for shares required or permitted to be issued under our equity compensation plans, employee stock ownership plan, dividend reinvestment and stock purchase plan, or similar plans that it may implement in the future.

As is the case with the Company’s currently authorized but unissued shares of common stock, the additional shares authorized by the Amendment may be issued from time to time upon the authorization by the Board at such times, to such persons and for such consideration as the Board may determine in its discretion and generally without further approval by shareholders, except as may be required for a particular transaction by applicable law, regulation or stock exchange rule or our articles of incorporation. Authorized but unissued shares may be used for various purposes, including paying stock dividends or effecting stock splits, raising capital, providing equity incentives to directors and employees to attract and retain talented personnel, expanding our business through acquisitions or other strategic transactions and other proper corporate purposes. If the Company issues additional shares of its common stock, or securities that are convertible into, or exchangeable or exercisable for shares of common stock, our existing shareholders would experience further dilution of earnings per share and percentage ownership and, depending on the price realized, book value per share. For example, the Company may sell authorized but unissued shares of common stock (or warrants to purchase shares of common stock) at a price less than fair market value or book value, provided that the issuance is less than 20% of the outstanding shares of common stock, without shareholder approval. However, the Company would only do so if it believed that it was in the best interest of the shareholders.

The increase in the number of issued shares of common stock in connection with potential financings may also have an incidental anti-takeover effect in that additional shares may dilute the stock ownership of one or more directors will count towardparties seeking to obtain control of the Company, as more fully discussed below.

The Board considered the possible negative impact the increase in the number of authorized shares of common stock could have on the existing shareholders and concluded that any such impact would be outweighed by the positive effect on the shareholders resulting from the increase in capital needed to enhance our capital levels and support our business, which would put the Company in a quorum but willbetter financial position and comply with the OCC’s IMCR directives.

Possible Anti-Takeover Effects

The proposed Amendment is not intended as an anti-takeover provision, and we do not intend to use it for such purposes. However, the Amendment could discourage or adversely affect the ability of third parties to effect a change in control of the Company by, for example, permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of our Board of Directors or contemplating a tender

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offer or other transaction for the combination of us with another company that the Board determines is not in our best interests or in the best interests of shareholders. The ability of the Board to cause us to issue substantial amounts of common stock without the need for shareholder approval, except as may be votedrequired by law, regulation or stock exchange rules or our articles of incorporation, upon such terms and conditions as the Board may determine from time to time in the exercise of its business judgment may, among other things, be used to create voting impediments with respect to a change in control of the Company or to dilute the stock ownership of holders of common stock seeking to obtain control of the Company. The issuance of common stock, while providing desirable flexibility in connection with potential financings and other corporate transactions, may have the effect of discouraging, delaying or preventing a change in control of the Company. For further discussion of the anti-takeover provisions under the Virginia Stock Corporation Act (“VSCA”) and the Company’s articles of incorporation and bylaws, see “Description of Capital Stock of the Company – Anti-takeover Provisions of the Company’s Articles of Incorporation, Bylaws and Virginia Law.”

Appraisal or Dissenters’ Rights

Under the VSCA, shareholders are not entitled to appraisal or dissenters’ rights with respect to the director or directors indicated.Articles Amendment Proposal.

Shareholder Vote Required

Assuming there is a proper quorum of shares represented at the Special Meeting, the approval of the Articles Amendment Proposal requires the affirmative vote of more than two-thirds of the outstanding shares of our common stock. Failures to vote, abstentions and broker non-votes (if any) will not count as votes cast on the proposal, and, accordingly, will have the same effect as votes against the Articles Amendment Proposal.

The Board of Directors recommends that shareholders vote “FOR” approval of the Articles Amendment Proposal.

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CostsPROPOSAL 3 – APPROVAL OF THE ADJOURNMENT PROPOSAL

General

If the Company does not receive a sufficient number of Solicitationvotes to constitute a quorum of our common stock or to approve the Capital Raise Proposal or the Articles Amendment Proposal, the Company intends to propose to adjourn the Special Meeting for the purpose of soliciting additional proxies to establish such quorum or approve such proposals. The Company does not currently intend to propose adjournment of the Special Meeting if there are sufficient votes to approve such proposals.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by shareholders, the Board may not be able to adjourn the Special Meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Capital Raise Proposal or the Articles Amendment Proposal.

Shareholder Vote Required

If the Adjournment Proposal is submitted to shareholders for approval at the Special Meeting, the approval requires the affirmative vote of a majority of shares of common stock represented in person or by proxy at the Special Meeting, whether or not a quorum is present. Failures to vote and broker non-votes (if any) will have no effect on the outcome of the vote on the proposal. Abstentions will have the same effect as votes against the proposal.

The costBoard of solicitationDirectors recommends that shareholders vote “FOR” approval of proxies willthe Adjournment Proposal.

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DESCRIPTION OF CAPITAL STOCK OF THE COMPANY

General

The following description is a summary of the material terms of the Company’s capital stock. The summary does not purport to be bornecomplete and is subject to, and qualified in its entirety by reference to, the Company. Solicitation is being made by mail,Company’s articles of incorporation and if necessary, may be made in person, by telephone, email or other electronic means, or by special letter by directors, officersbylaws, each as amended. For more information, refer to the Company’s articles of incorporation and regular employeesbylaws and any applicable provisions of relevant law, including the VSCA and federal laws governing banks and bank holding companies. Copies of the articles of incorporation and bylaws, each as amended, have been filed with the SEC.

The authorized capital stock of the Company acting without extra compensation.consists of (i) 50,000,000 shares of common stock, no par value per share, and (ii) 250,000 shares of preferred stock, par value $50.00 per share. As of the record date of the Special Meeting, January 16, 2024, there were 19,198,379 shares of common stock issued and outstanding held by approximately 3,260 holders of record and no shares of preferred stock issued and outstanding. As of January 16, 2024, there were options outstanding to purchase 30,491 shares of the Company’s common stock and 444,880 shares subject to unvested restricted stock awards, all granted under our equity compensation plans.

Common Stock

General. Each share of our common stock has the same relative rights as, and is identical in all respects to, each other share of common stock. Our common stock is listed on the NYSE American market under the symbol “BRBS.” The transfer agent for our common stock is Computershare, Inc., 250 Royall Street, Canton, Massachusetts 02021.

Voting Rights. The holders of our common stock are entitled to one vote per share and, in general, a majority of votes cast with respect to a matter is sufficient to authorize action upon routine matters. Directors are elected by a plurality of the votes cast, and shareholders do not have the right to accumulate their votes in the election of directors.

Dividends. The Company’s shareholders are entitled to receive dividends or distributions that the Board may declare out of funds legally available for those payments. The payment of distributions by the Company is subject to the restrictions of Virginia law applicable to the declaration of distributions by a corporation. A Virginia corporation generally may not authorize and make distributions if, after giving effect to the distribution, it would be unable to meet its debts as they become due in the usual course of business or if the corporation’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if it were dissolved at that time, to satisfy the preferential rights of shareholders whose rights are superior to the rights of those receiving the distribution. In addition, the payment of distributions to shareholders is subject to any prior rights of outstanding preferred stock.

As a bank holding company, the Company’s ability to pay dividends is affected by the ability of the Bank, its bank subsidiary, to pay dividends to the holding company. The ability of the Bank, as well as the Company, has engaged Regan & Associates, Inc. to assist itpay dividends in the future is, and could be further, influenced by bank regulatory requirements and capital guidelines.

Liquidation Rights. In the event of any liquidation, dissolution or winding up of the Company, the holders of shares of our common stock will be entitled to receive, after payment of all debts and liabilities of the Company and after satisfaction of all liquidation preferences applicable to any preferred stock, all remaining assets of the Company available for distribution in cash or in kind.

Directors and solicitationClasses of proxies for a fee of approximately $15,000.

PROPOSAL 1 – ELECTION OF DIRECTORS

The number of directors constituting the Board is currently set at 14.Directors. The Board is currently divided into three classes (I, II and III), with directors serving staggered three-year terms. Currently, the Board consists of 15 directors. Under the VSCA, a director of the Company may be removed, with or without cause, by shareholders if the number of votes cast to remove such director constitutes a

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majority of the votes entitled to be cast at an election of directors of the voting group or voting groups by which such director was elected. The Company’s bylaws provide that a director may be removed from office by the Board without cause upon the affirmative vote of 67% of the directors.

Preemptive Rights; Redemption and Assessment. Holders of shares of our common stock are not entitled to preemptive rights with respect to any shares that may be issued, other than as provided to Richard T. Spurzem for so long as he owns at least 4.9% of the issued and outstanding common stock pursuant to certain stock purchase agreements, by and between the Company and Mr. Spurzem, dated December 31, 2014 and March 17, 2015, respectively. Our common stock is not subject to redemption or any sinking fund and the outstanding shares are fully paid and nonassessable.

Preferred Stock

The Board is empowered to authorize the issuance of shares of preferred stock, in one or more classes or series, at such times, for such purposes and for such consideration as it may deem advisable without shareholder approval. The Board may fix the designations, voting powers, preferences, participation, redemption, sinking fund, conversion, dividend and other relative rights, qualifications, limitations and restrictions of any such series of preferred stock.

Because the Board has the power to establish the preferences and rights of each series of preferred stock, it may afford the holders of any series of preferred stock voting, conversion or other rights that could adversely affect the voting power of the holders of our common stock and, under certain circumstances, discourage an attempt by others to gain control of the Company.

The creation and issuance of any class or series of preferred stock, and the relative rights, designations and preferences of such class or series, if and when established, will depend upon, among other things, the future capital needs of the Company, then existing market conditions and other factors that, in the judgment of the Board, might warrant the issuance of preferred stock.

Liability and Indemnification of Directors and Officers

As permitted by the VSCA, the Company’s articles of incorporation contain provisions that indemnify its directors and officers to the full extent permitted by Virginia law and eliminate the personal liability of directors and officers for monetary damages to the company or its shareholders in excess of one dollar, except to the extent such indemnification or elimination of liability is prohibited by the VSCA. These provisions do not limit or eliminate the rights of the Company or any shareholder to seek an injunction or any other non-monetary relief in the event of a breach of a director’s or officer’s fiduciary duty. In addition, these provisions apply only to claims against a director or officer arising out of his or her role as a director or officer and do not relieve a director or officer from liability if he or she engaged in willful misconduct or a knowing violation of the criminal law or any federal or state securities law.

In addition, the Company’s articles of incorporation provide for the indemnification of both directors and officers for expenses incurred by them in connection with the defense or settlement of claims asserted against them in their capacities as directors and officers. The Company has limited its exposure to liability for indemnification of directors and officers by purchasing directors’ and officers’ liability insurance coverage.

Common Stock Not Insured by the FDIC

Our common stock is not a deposit or a savings account and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

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Anti-takeover Provisions of the Company’s Articles of Incorporation, Bylaws and Virginia Law

General. Certain provisions of the Company’s articles of incorporation and bylaws and Virginia law contain provisions that may have the effect of discouraging, delaying, or preventing a change of control of the Company by means of a tender offer, a proxy fight, open market purchases of shares of our common stock, or otherwise in a transaction not approved by the Board. These provisions are designed to reduce, or have the effect of reducing, our vulnerability to coercive takeover practices and inadequate takeover bids. However, the existence of these provisions could prevent the Company’s shareholders from receiving a premium over the then prevailing market price of our common stock or a transaction that may otherwise be in the best interest of our shareholders. In addition, these provisions make it more difficult for the Company’s shareholders, should they choose to do so, to remove the Board or the Company’s management. The following is a summary of certain of these provisions.

The Company’s Articles of Incorporation and Bylaws.

Preferred Stock. The Company’s articles of incorporation authorize the Board to establish one or more series of preferred stock and to determine, with respect to any series of preferred stock, the preferences, rights, and other terms of such series. Under this authority, the Board could create and issue a series of preferred stock with rights, preferences, or restrictions that have the effect of discriminating against an existing or prospective holder of our common stock as a result of such holder beneficially owning or commencing a tender offer for a substantial amount of common stock. One of the effects of authorized but unissued and unreserved shares of preferred stock may be to render it more difficult for, or to discourage an attempt by, a potential acquirer to obtain control of the Company by means of a merger, tender offer, proxy contest, or otherwise, and thereby protect the continuity of the Company’s management.

Classified Board of Directors. The Company’s articles of incorporation and bylaws divide the Board into three classes, apportioned as evenly as possible, among the classes andwith directors serving staggered three-year terms.

The term of office for the Class III directors will expire at the Annual Meeting. The current Class III directors are Richard A. Farmar, III, Andrew C. Holzwarth, C. Frank Scott, III, and William W. Stokes. In February 2023, Mr. Scott notified the Company that he will retire, effective as of the Annual Meeting, and will not stand for re-election as a Class III director In addition, the Board has nominated two new directors, Otis S. Jones and Heather M. Cozart, to stand for election as Class III directors at the Annual Meeting. Mr. Jones was initially recommended to the Governance Committee by an outside director and Ms. Cozart was initially recommended to the Governance Committee by the Company’s President and Chief Executive Officer. As a result, at least two annual meetings of shareholders may be required for the numbershareholders to replace a majority of directors constituting the Board, will be increasedsubject to 15, effective asthe shareholders’ ability to remove directors with or without cause by vote of the Annual Meeting,holders of a majority of the Company’s outstanding common shares. The classification of the Board makes it more difficult and Messrs. Farmar, Holzwarth, Jones,time consuming to gain control of the Board.

Board Vacancies. Virginia law and Stokesthe Company’s articles of incorporation and Ms. Cozart willbylaws provide that any vacancy occurring on the Board may be filled by the remaining members of the board. These provisions may discourage, delay, or prevent a third party from voting to remove incumbent directors and simultaneously gaining control of the Board by filling the vacancies created by that removal with its own nominees.

Supermajority Voting Provisions. The Company’s articles of incorporation provide that certain mergers or consolidations, share exchanges, acquisitions of control, sales of all or substantially all of the Company’s assets, liquidation or dissolution, in each stand for election atcase with a corporation, person or entity that is the Annual Meeting for a three-year term expiring atbeneficial owner, directly or indirectly, of more than 5% of the 2026 annual meeting.

All other directors will continue in office followingshares of capital stock of the Annual MeetingCompany outstanding and their terms will expire in either 2024 (Class I) or 2025 (Class II).

The election of each nominee for director requiresentitled to vote on the transaction (a “significant shareholder”), must be approved by the affirmative vote of the holders of 80% of the outstanding capital stock of the Company entitled to vote on the transaction. If such an action does not involve a pluralitysignificant shareholder, it must be approved by the affirmative vote of the holders of more than two-thirds of the outstanding capital stock of the Company entitled to vote on the transaction. The voting provisions described in this paragraph do not apply to any transaction which is approved in advance by a majority of those directors of the Company (i) who were directors before the corporation, person or entity became a significant shareholder and who are not affiliates of such significant shareholder, and (ii) who became directors of the Company at the recommendation of the directors referred to in clause (i) above.

No Cumulative Voting. The Company’s articles of incorporation do not provide for cumulative voting for any purpose. The absence of cumulative voting may afford anti-takeover protection by making it more difficult for our shareholders to elect nominees opposed by the Board.

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Shareholder Meetings. Pursuant to the Company’s bylaws, special meetings of shareholders may only be called by the Company’s president or by request in writing stating the purposes thereof delivered to the president and signed by a majority of the directors or by three or more shareholders owning in the aggregate, not less than 20% in interest of the shares of common stock cast in the Company capital stock. This provision affords anti-takeover protection by making it more difficult for shareholders to call a special meeting of shareholders to consider a proposed merger or other business combination.

Advance Notification of Shareholder Nominations. The Company’s bylaws establish advance notice procedures with respect to the nomination of persons for election as directors, other than nominations made by or at the direction of directors. The persons named in the proxy willBoard. Pursuant to the Company’s bylaws, a shareholder entitled to vote for the election of the nominees named below unless authority is withheld. If,directors may nominate persons for any reason, the persons named as nominees should become unavailableelection to serve, an event that management does not anticipate, proxies will be voted for such other persons as the Board may designate. Each nominee has consented to being named in this Proxy Statement and has agreed to serve, if elected. There are no current arrangements between any nominee and any other person pursuant to which a nominee was selected. No family relationships exist among any of the directors or between any of the directors and executive officers of the Company.

The following biographical information discloses each director’s and nominee’s age and business experience, including the specific skills or attributes that qualify each director or nominee for service on the Board, and the year that each individual was first elected to the Board.

The Board recommends the nominees, as set forth below, for election. The Board recommends that shareholders vote “FOR” each of the nominees.

Nominees for Election as Directors

For Terms Expiring in 2026 (Class III)

Heather M. Cozart, 46, is a retired partner from the accounting firm FORVIS LLP (formerly DHG LLP). Ms. Cozart retired from FORVIS LLP on November 30, 2022. She has 25 years of experience of audit, Sarbanes-Oxley Act of 2002 compliance, and finance in the financial services industry. During her tenure in public accounting, Ms. Cozart held various leadership roles including Office Managing Partner, service line leader and a member of the firm’s executive committee. Previous to FORVIS LLP, she led the finance functions at two publicly traded financial services companies. Ms. Cozart is a graduate of Salisbury State University with a Bachelor of Science in Accounting as well as a Business Administration/Finance concentration, and is a Certified Public Accountant licensed in the State of North Carolina. She is currently a board member of Marbles Kids Museum in Raleigh, North Carolina, where she serves as a

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After three years, any such transaction must be at a “fair price,” as statutorily defined, or must be approved by the holders of Virginia.

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Social. The Company’s Board of Directors and management are committed to employing a diverse workforce and the Company has developed plans, and continues to develop plans, and metrics against which such commitments will be measured. For example, the Company plans to adopt a diversity, equity, and inclusion plan in 2023.

In addition, the Bank is subject to the Community Reinvestment Act (the “CRA”), under which the appropriate federal banking agency periodically assesses the Bank’s record in meeting the credit needs of the communities it serves, including low and moderate income neighborhoods. The Bank has a designated CRA officer who monitors the Bank’s compliance under the CRA.

Governance. The Company operates under a strong governance structure, starting with a Chairman of the Board of Directors who is independent from management. Members of the Board of Directors routinely undergo evaluations to assess their effectiveness. Employees operate under policies approved by the Company’s or the Bank’s board of directors and complete as many as 33 courses per year, covering topics such as preventing harassment, confidentiality of data, and unfair banking practices.

Board Skills and Diversity Matrix

The following matrix summarizes areas of skills and experience that our Board considers important to maintain effective oversight of the Company. The matrix shows the skills, demographics, tenure, and other attributes that are assessed in connection with Board nominations. Although the matrix is not required, the Board voted to approve its inclusion in this Proxy Statement. Each director also contributes other important skills, experience, and personal attributes to the Board that are not reflected within the table below.

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Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and any persons who beneficially own more than 10% of its common stock, to file reports of ownership and changes in ownership with the SEC. Based solely upon a review of Forms 3, 4, and 5 filed with the SEC during the year ended December 31, 2022, the Company believes that all directors, executive officers and beneficial owners of more than 10% of its common stock timely complied with all of the filing requirements applicable to them with respect to transactions during the year ended December 31, 2022, except as follows.

A Form 4 for each of Messrs. Bost, Dean, Dees, Farmar, Holzwarth, Janney, Patterson, Reynolds, Scott, Spilman and Stokes and Dr. Crowther and Ms. Woodruff was filed late with respect to an award of the Company’s common stock that each director received in July 2022 in connection with board service. In addition, one Form 4 reporting one transaction was filed late for each of Mr. Reynolds, Mr. Holzwarth, Mr. Plum, and Mr. Patterson.

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