SUMMARY

This summary highlights selected information from this joint proxy statement/prospectus. It does not contain all of the information that may be important to you. We urge you to read carefully the entire document and the other documents we refer you to so that you may fully understand the merger and the related transactions. Each item in this summary refers to the page of this joint proxy statement/prospectus on which that subject is discussed in more detail.

The Parties

Blue Ridge(see (see page [●])120)

Blue Ridge is a bank holding company headquartered in Luray, Virginia, providing a wide array ofCharlottesville, Virginia. It provides commercial and consumer banking and financial services through its wholly-owned bank subsidiary, Blue Ridge Bank, a national banking association,National Association, and itsnon-bank financial financial services affiliates. Blue Ridge was incorporated under the laws of the Commonwealth of Virginia in July 1988 in connection with the holding company reorganization of Blue Ridge Bank, which was completed in July 1988.

Blue Ridge Bank is a federally chartered national bank headquartered in Martinsville, Virginia that traces its roots to Page Valley Bank of Virginia, which opened for business in 1893. Blue Ridge Bank currently operates nine14 full-service banking offices in central Virginia and one in north-central North Carolina.

As of JuneSeptember 30, 2019,2020, Blue Ridge had total consolidated assets of approximately $721.8 million,$1.5 billion, total consolidated loans of approximately $514.2 million,$1.23 billion, total consolidated deposits of approximately $499.0$915.3 million and consolidated stockholders’shareholders’ equity of approximately $64.1$99.9 million.

The principal executive offices of Blue Ridge are located at 17 West Main Street, Luray,1807 Seminole Trail, Charlottesville, Virginia 22835, and its telephone number is(540) 743-6521. Blue Ridge’s website can be accessed atwww.mybrb.com. Information contained on Blue Ridge’s website does not constitute part of, and is not incorporated into, this joint proxy statement/prospectus. Blue Ridge’s common stock is tradedlisted on the OTC Markets Group’s Pink marketplaceNYSE American under the symbol “BRBS.”

VCBBay Banks (see page [●])169)

VCBBay Banks is a Virginia corporation and bank holding company that conducts substantially all of its operations through its subsidiaries, Virginia Commonwealth Bank and VCB Financial Group. Virginia Commonwealth Bank opened for business in 1930 as Bank of Lancaster and partners with the communities it serves to deliver banking and other financial services.

Virginia Commonwealth Bank is a state-chartered bank, headquartered in Louisa,Richmond, Virginia, providingand a member of the Federal Reserve System. Virginia Commonwealth Bank has 17 banking offices located throughout the greater Richmond region of Virginia, the Northern Neck region of Virginia, Middlesex County, and the Hampton Roads region of Virginia. Virginia Commonwealth Bank serves businesses, professionals, and consumers with a wide arrayvariety of financial services, including retail and commercial banking, services through its wholly-owned subsidiary, Virginia Community Bank, a Virginia-chartered commercial bank. VCB currently has seven branch offices in Louisa, Orange, Mineral, Culpeper, Troy, Fredericksburg and Gordonsville, Virginia and its commercial office in Charlottesville, Virginia. mortgage banking.

As of JuneSeptember 30, 2019, VCB reported $247.3 million2020, Bay Banks had total assets of assets, $178.8 million$1.25 billion, deposits of loans, $221.0 million$1.03 billion, and shareholders’ equity of deposits, and $24.9 million of stockholders’ equity.$121.4 million.

The principal executive offices of VCBBay Banks are located at 114 Industrial Drive, Louisa,1801 Bayberry Court, Suite 101, Richmond, Virginia 23093,23226 and its telephone number is (804) (540) 967-2111.404-9668. VCB’sBay Banks’ website can be accessed atiswww.virginiacommunitybank.com www.baybanks.com. Information contained on VCB’sBay Banks’ website doesis not constitutea part of and is notor incorporated into this joint proxy statement/prospectus. VCB’sreport or any other filing Bay Banks makes with the SEC. Bay Banks’ common stock is tradedquoted on the OTC Markets Group’s PinkOTCQB marketplace under the symbol “VCBS.“BAYK.”

The Merger (see page [●])66)

The terms and conditions of the merger are contained in the merger agreement, which is attached to this joint proxy statement/prospectus asAppendix A, and is incorporated in this joint proxy statement/prospectus by reference. You should read the merger agreement carefully and in its entirety, as it, along with its ancillary documents, is the legal document that governs the merger.

Under the terms ofThe merger agreement provides for the merger agreement, each share of VCB common stock will be converted into the right to receive, at the election of the holder, either $58.00 in cash or 3.05 shares of Blue Ridge common stock, with cash paid in lieu of any fractional shares of Blue Ridge common stock. Upon the closing of the merger, VCB will mergeBay Banks with and into Blue Ridge, with Blue Ridge as the surviving corporation. The separate existence of Bay Banks shall cease upon completion of the merger, agreement also calls forand Blue Ridge will continue to exist as a Virginia Communitycorporation. As soon as practicable after the merger, Virginia Commonwealth Bank towill be merged with and into Blue Ridge Bank, with Blue Ridge Bank as soonthe surviving bank. Blue Ridge Bank will continue to exist as practicable after the mergera national banking association and a wholly-owned subsidiary of VCB into Blue Ridge.

Closing and Effective Time of the Merger (see page [●])109)

The merger is currently expected to close in the fourthfirst quarter of 2019.2021. The merger will close on either the fifth business day following the completion of the conditions to closing set forth in the merger agreement, or another mutually agreed upon date. The merger will become effective upon the issuance of a certificate of merger by the Virginia State Corporation Commission, or such other date and time as may be set forth in the articles of merger filed with the Virginia State Corporation Commission. Neither Blue Ridge nor VCBBay Banks can predict, however, the actual date on which the merger will be completed because it is subject to factors beyond each company’s control, including whether or when the parties’ respective shareholders’ approvals and outstanding regulatory approvalsapproval will be received, if at all.

on the same terms and conditions as were applicable under such Bay Banks stock option, shares of Blue Ridge common stock will continuein a number equal to represent onethe shares subject to such Bay Banks stock option multiplied by the exchange ratio, with any fractional shares rounded down to the next lower whole number of shares. The exercise price per share of each newly issued Blue Ridge stock option will be equal to the exercise price per share of Bay Banks common stock subject to such Bay Banks stock option divided by the exchange ratio, rounded up to the next whole cent. Notwithstanding the foregoing, each Bay Banks stock option that is intended to qualify as an “incentive stock option” will be adjusted if necessary in accordance with Treasury Regulation Section 1.424-1(a) and all other Bay Banks stock options will be adjusted if necessary in a manner that maintains the option’s exemption from Section 409A of Blue Ridge following the merger.Code.

Based onAs of November 30, 2020, Bay Banks had 133,673 restricted stock awards granted under a Bay Banks stock plan that was unvested or contingent. At the current number of shares of VCB common stock outstanding, Blue Ridge expects to issue 1,312,970 shares of common stock in the aggregate upon completioneffective time of the merger, with current Blue Ridge shareholders owning approximately 76.7% of Blue Ridge’seach Bay Banks restricted stock award that is unvested or contingent and outstanding common stock and former shareholders of VCB owning approximately 23.3% of Blue Ridge’s outstanding common stock immediately following the merger.

Election of Cash or Stock Consideration by VCB Shareholders (see page [●])

If you are a VCB shareholder, an election form is being sent to you in a separate mailing so that you can indicate whether your preference is to receive cash, Blue Ridge common stock or a combination of cash and Blue Ridge common stock (a mixed election), in exchange for your shares of VCB common stock, or whether you have no preference. The VCB shares in these three categories are referred to herein as stock election shares, cash election shares and no election shares. In order to make an effective election, you must send in your properly completed election form to Computershare, the exchange agent for the merger, no later than[●], Eastern time, on[●], 2019.

All elections by VCB shareholders are subjectprior to the allocationeffective time will vest fully and proration procedures described in the merger agreement that are intended to ensure that 60% of the outstanding shares of VCB common stock will be converted into the right to receive the merger consideration with respect to each share of Bay Banks common stock underlying such Bay Banks restricted stock award.

At the effective time of the merger, Blue Ridge commonwill assume the Bay Banks stock plans, and will have the remaining 40%right, but not the obligation to make additional grants or awards under the Bay Banks stock plans. For a more complete description of the outstanding sharestreatment of VCB commonBay Banks stock will be converted into the right to receive cash. It is unlikely that elections will be made in the exact proportions provided for in the merger agreement. As a result, the merger agreement describes procedures to be followed if VCB shareholders in the aggregate elect to receive stock consideration in exchange for more or fewer than 60%options and other equity-based awards, please see “The Merger—Treatment of the outstanding shares of VCB common stock. These procedures are summarized below.Bay Banks Stock Options and Other Equity-Based Awards” beginning on page 109.

The full text of the merger consideration, from a financial pointwritten opinion of view,Raymond James, dated August 12, 2020, which sets forth, among other things, the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Raymond James, is attached as Appendix B to Blue Ridge.

this joint proxy statement/prospectus. Raymond James provided its opinion for the information and assistance of the Blue Ridge Board (in its capacity as such) in connection with, and for purposes of, its consideration of the financial terms of the merger and its opinion only addresses whether the opinion relates onlyexchange ratio in the merger pursuant to the fairness of the merger consideration,agreement was fair, from a financial point of view, to Blue Ridge. The opinion of Raymond James’ opinion doesJames did not address any other term or aspect of the merger agreement or the merger contemplated thereby, the underlying business decisions of Blue Ridge to engage in the merger, the form or structure of the merger, the relative merits of the merger as compared to any other alternative business strategies that might exist for Blue Ridge, or the effect of any other transaction in which Blue Ridge might engage. The full text of Raymond James’ opinion, dated May 13, 2019, which sets forth the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Raymond James is included asAppendix B to this joint proxy statement/prospectus. The description of the opinion is qualified inits entirety by reference to the full text of the opinion. Blue Ridge shareholders are urged to read the entire opinion carefully in connection with their consideration of the approval ofBlue Ridge share issuance. Neither the merger agreement. However, neither Raymond James’James opinion nor the summary of its opinion and the related analyses set forth in this joint proxy statement/prospectus areis intended to be and do notor constitute advice or a recommendation to the Blue Ridge Board or any shareholderholder of Blue Ridge common stock as to how tothe Blue Ridge Board, such shareholder or any other person should vote or otherwise act or vote with respect to the merger or related matters.

For further information, please see “The Merger – Opinion of Blue Ridge’s Financial Advisor” beginning on page [●].any other matter.

Opinion of VCB’sBay Banks’ Financial Advisor (see page [●]85 andAppendix C)

VCB retainedAt the August 12, 2020 meeting of the Bay Banks Board, representatives of Piper Sandler O’Neill & Partners, L.P.Co. (“Sandler O’Neill”Piper Sandler”) to act as financial advisorrendered its opinion, dated August 12, 2020, to the VCBBay Banks Board in connection with VCB’s consideration of a possible business combination. Sandler O’Neill is a nationally recognized investment banking firm whose principal business specialty is financial institutions. In the ordinary course of(in its investment banking business, Sandler O’Neill is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

In connection with the merger, Sandler O’Neill delivered to the VCB Board its oral opinion on May 13, 2019, which it subsequently confirmed in writingcapacity as of the same date,such), to the effect that, as of such date, and based upon and subject to the procedures followed, assumptions made, matters considered and qualifications and limitations set forth in the opinion, the merger consideration provided for in the merger agreementexchange ratio was fair to the holders of VCBBay Banks common stock from a financial point of view. The full text of Sandler O’Neill’sPiper Sandler’s opinion is attached asAppendix C to this joint proxy statement/prospectus.The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Piper Sandler O’Neill in rendering its opinion.

Sandler O’Neill’s opinion speaks only as The description of the dateopinion set forth herein is qualified in its entirety by reference to the full text of the opinion. TheHolders of Bay Banks common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed merger.

Piper Sandler’s opinion was directed to the VCBBay Banks Board in connection with its consideration of the merger agreement and the merger agreement and does not constitute a recommendation to any shareholder of VCBBay Banks as to how any such shareholder should vote at any meeting of shareholders called to consider and vote upon the approval of the merger agreement and the merger. Sandler O’Neill’smerger agreement. Piper Sandler’s opinion was directed only as to the fairness, from a financial point of view, of the

four of VCB’sBay Banks’ executive officers have entered into employment agreements with Blue Ridge that will be effective at the closing of the merger and, in addition, theycertain officers will receive cash severance payments related to change in control provisions in existing transaction bonusemployment agreements. The VCBBay Banks Board was aware of these interests and considered them, among other matters, in approving the merger agreement and making its recommendation on the VCBBay Banks merger proposal.

These interests are discussed in more detail in the “The Merger – VCB’sMerger—Interests of Bay Banks’ Directors and Officers Have Financial Interests in the Merger” section beginning on page [●].97.

Material U.S. Federal Income Tax Consequences of the Merger (see page [●])105)

As structured, the merger will qualify as atax-free “reorganization” within the meaning of Section 368 of the Code. Accordingly, holders of VCBBay Banks common stock generally will not, except with respect to cash received in lieu of a fractional share interest in Blue Ridge common stock, recognize any gain or loss for U.S. federal income tax purposes on the exchange of VCBBay Banks common stock solely for Blue Ridge common stock in the merger. A holder of VCB common stock who elects to receive a combination of cash and Blue Ridge common stock will generally not recognize any loss but will recognize gain, if any, in an amount equal to the lesser of (1) the excess, if any, of the sum of the cash received and the fair market value of the shares of Blue Ridge common stock received pursuant to the merger over that shareholder’s adjusted tax basis in his, her, or its shares of VCB common stock surrendered, and (2) the amount of cash received by that shareholder in exchange for their shares of VCB common stock pursuant to the merger.

Holders of VCBBay Banks common stock who elect to receive solely cash pursuant to the merger or who receive solely cash pursuant to a valid election of such holder’s appraisal rights will recognize gain or loss on the exchange in an amount equal to the difference between the cash received and that shareholder’s adjusted basis in the shares of VCBBay Banks common stock exchanged therefor. For further information, see “The Merger—Material United States Federal Income Tax Consequences” beginning on page 105.

The U.S. federal income tax consequences described above may not apply to all VCB shareholders.holders of Bay Banks common stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your own tax advisor to determine the particular tax consequences of the merger to you.

For further information, please see “The Merger – Material United States Federal Income Tax Consequences” beginning on page [●].

VCB’sBay Banks’ Shareholders Have Appraisal Rights in the Merger (see page [●]102 andAppendix D)

If the merger is completed, Virginia law gives holders of VCBBay Banks common stock the right to assert appraisal rights with respect to the merger and demand in writing that Blue Ridge pay the fair value of yourtheir shares of VCBBay Banks common stock, instead of accepting the consideration offered in the merger. Any VCBBay Banks shareholder who wishes to exercise and perfect appraisal rights must strictly comply with the procedures set forth in Article 15 of Title 13.1 of the Virginia Stock Corporation Act (the “VSCA”), a copy of which is included asAppendix D to the joint proxy statement/prospectus. A description of these procedures is included in the “The Merger – Merger—Appraisal Rights” section beginning on page [●]. 101.

Blue Ridge shareholders do not have the right to dissent and assert appraisal rights.

Accounting Treatment (see page [●])105)

The merger will be accounted for under the acquisition method of accounting for business combinations under accounting principles generally accepted in the United States of America.

Regulatory Approvals (see page [●])104)

The merger requires various approvals or waivers from bank regulatory authorities, including the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Office of the Comptroller of the Currency (the “OCC”) and the Virginia Bureau of Financial Institutions. ApprovalAs of the date of this joint proxy statement/prospectus, we have received approvals from the Federal Reserve and the Virginia Bureau of Financial Institutions regarding the merger. As of the date of this joint proxy statement/prospectus, we have not yet received approval from the OCC regarding the bank merger.

Any approval of the regulators doeswill not constitute an endorsement of the merger or a determination that the terms of the merger are fair to Blue Ridge shareholders or VCBBay Banks shareholders. As of the date of this joint proxy statement/prospectus, we have filed applications with the regulatory authorities but have not yet received the required regulatory approvals. While we do not know of any reason why we would not be able to obtain the

Termination of the Merger Agreement (see page [●])117)

The merger agreement may be terminated, and the merger abandoned, by Blue Ridge and VCBBay Banks at any time before the merger is completed if the boards of directors of both parties vote to do so. In addition, the merger agreement may be terminated, and the merger abandoned, under the following circumstances:

Termination by Blue Ridge or Bay Banks. The merger agreement may be terminated and the merger abandoned, by either party’s board of directors if:

Termination Fees and Expenses (see page [●])118)

VCB must payIf either Blue Ridge a termination feeor Bay Banks takes any of $1.5 million ifcertain specified, limited actions and the merger agreement is terminated by eitheron that basis, that party under certain specified, limited circumstances.will immediately owe the other party a $4.0 million termination fee. In addition, Blue Ridge must pay VCB a $4.0 million termination fee of $500,000 and reimburse VCB for up to $500,000 of reasonable expenses incurred by VCBis payable in connection with the mergercertain other circumstances if (i) the merger agreement is terminated by VCB underfor certain specified, limited circumstances.reasons and (ii) within 12 months of such termination one of the parties enters into a definitive agreement with respect to an acquisition proposal. The termination and payment circumstances are more fully described elsewhere in this joint proxy statement/prospectus. See “The Merger Agreement – Agreement—Termination Fees” beginning on page [●] and in Article 7 of the merger agreement.117.

In general, whether or not the merger is completed, Blue Ridge and VCBBay Banks will each pay its respective expenses incident to preparing, entering into and carrying out the terms of the merger agreement. The parties will share the costs of printing this joint proxy statement/prospectus and Blue Ridge will pay all filing fees to the SEC and other governmental authorities.

Amendments to Blue Ridge Bylaws (page 101)

In connection with entering into the merger agreement and to facilitate the addition of certain Bay Banks directors to the Blue Ridge Board at the time of the merger, Blue Ridge has agreed to amend its bylaws prior to the merger so that the number of directors that will comprise the full Blue Ridge Board is to be fixed at such number, not to exceed 15 directors, consisting of (i) eight current Blue Ridge directors to be designated by Blue Ridge (after consultation with Bay Banks), including Larry Dees, the Chairman of the Blue Ridge Board, and Brian K. Plum, Blue Ridge’s President and Chief Executive Officer (the “Blue Ridge Directors”), and (ii) seven current Bay Banks directors to be designated by Bay Banks (after consultation with Blue Ridge), including C. Frank Scott, III, the Chairman of the Bay Banks Board, and Randal R. Greene, Bay Banks’ President and Chief Executive Officer (the “Bay Banks Directors”).

The Blue Ridge Directors and the Bay Banks Directors will be split as equally as possible among the three classes of directors to serve staggered terms; provided, however, that Mr. Greene will be designated to serve in the class of directors for a term expiring in 2024. Until the third anniversary of the merger, all vacancies on the Blue Ridge Board created by the cessation of service of a Blue Ridge Director must be filled by a nominee proposed to the nominating committee of the Blue Ridge Board by a majority of the remaining Blue Ridge Directors, and all vacancies on the Blue Ridge Board created by the cessation of service of a Bay Banks Director shall be filled by a nominee proposed to the nominating committee of the Blue Ridge Board by a majority of the remaining Bay Banks Directors. Such bylaw provision may not be modified, amended or repealed during such three-year period other than by a majority of the Bay Banks Directors and a majority of the Blue Ridge Directors.

The forms of the above-described bylaw amendments are set forth in their entirety in Exhibit 1.4(a) to the merger agreement, which is attached to this joint proxy statement/prospectus as Appendix A.

Blue Ridge Special Meeting (see page [●])57)

The Blue Ridge special meeting is scheduled to take place on [●], [●], 2019Thursday, January 21, 2021 at [●] [●].m.,11:00 a.m. local time, at the [●], [●], [●], Virginia.as a virtual meeting. At the special meeting, Blue Ridge shareholders will be asked to vote on:

Holders of Blue Ridge common stock as of the close of business on [●], 2019,December 8, 2020 are entitled to notice of and to vote at the Blue Ridge special meeting. As of the record date, there were [●]5,718,621 shares of Blue Ridge common stock outstanding and entitled to vote held by approximately [●]650 holders of record. Each Blue Ridge shareholder can cast one vote for each share of Blue Ridge common stock owned on the record date.

Each of Blue Ridge’s directors has agreed, subject to several conditions and exceptions, to vote all of his or her shares of Blue Ridge common stock in favor of the Blue Ridge merger proposal. As of the record date, directors of Blue Ridge and their affiliates beneficially owned and are entitled to vote [●]830,055 shares of Blue Ridge common stock, or approximately [●]%14.51% of the total voting power of the shares of Blue Ridge common stock outstanding on that date.

Approval of the VCB adjournmentBay Banks compensation proposal requires that the votes cast for such proposal exceedaffirmative vote of more than 60% of the votes cast against such proposal.shares represented at the Bay Banks special meeting. If you (1) fail to submit a proxy or vote in person atduring the VCBBay Banks special meeting (2) mark “ABSTAIN” on your proxy or (3)(2) fail to instruct your bank or broker how to vote with respect to the VCBBay Banks compensation proposal, it will have no effect on the outcome of the proposal. If you mark “ABSTAIN” on your proxy, it will have the same effect as a vote “AGAINST” the proposal.

Approval of the Bay Banks adjournment proposal requires the affirmative vote of more than 60% of the shares represented at the Bay Banks special meeting, whether or not a quorum is present. If you (1) fail to submit a proxy or vote during the Bay Banks special meeting or (2) fail to instruct your bank or broker how to vote with respect to the Bay Banks adjournment proposal, it will have no effect on the outcome of the proposal. If you mark “ABSTAIN” on your proxy, it will have the same effect as a vote on that“AGAINST” the proposal.

No Restrictions on Resale of Blue Ridge Common Stock Received by VCBBay Banks Shareholders (see page [●])105)

All shares of Blue Ridge common stock received by VCBBay Banks shareholders in the merger will be freely tradable, except that shares of Blue Ridge received by persons who are or become affiliates of Blue Ridge for purposes of Rule 144 under the Securities Act may be resold by them only in transactions permitted by Rule 144, or as otherwise permitted under the Securities Act.

Comparative Rights of Shareholders (see page [●])176)

The rights of VCBBay Banks shareholders who continue as Blue Ridge shareholders after the merger will be governed by Virginia law and the articles of incorporation and bylaws of Blue Ridge, which are different from VCB’sBay Banks’ existing articles of incorporation and bylaws. For more information, please see “Comparison of Shareholders’ Rights” beginning on page [●].174.

Risk Factors (see page [●])31)

Before voting at the shareholder meetings, you should carefully consider all of the information contained in this joint proxy statement/prospectus, including the risk factors set forth in the “Risk Factors” section beginning on page [●].31.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF BLUE RIDGE

The following table sets forth certain of Blue Ridge’s consolidated financial data as of the end of and for the fiscal years ended December 31, 20182019 and 20172018 and as of and for the sixnine months ended JuneSeptember 30, 20192020 and 2018.2019. The historical consolidated financial information as of the end of and for the fiscal years ended December 31, 20182019 and 20172018 is derived from Blue Ridge’s audited consolidated financial statements. The consolidated financial information as of and for the six-monthnine-month periods ended JuneSeptember 30, 20192020 and 20182019 is derived from Blue Ridge’s unaudited consolidated financial statements. In Blue Ridge’s opinion, such unaudited consolidated financial statements include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of its financial position and results of operations for such periods. Interim results for the sixnine months ended JuneSeptember 30, 20192020 are not necessarily indicative of, and are not projections for, the results to be expected for the full year ending December 31, 2019.2020.

The selected historical financial data below is only a summary and should be read in conjunction with Blue Ridge’s consolidated financial statements and their accompanying notes that are included elsewhere in this joint proxy statement/prospectus.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF VCBBAY BANKS

The following table sets forth certain of VCB’sBay Banks’ consolidated financial data as of the end of and for the fiscal years ended December 31, 20182019 and 20172018 and as of and for the sixnine months ended JuneSeptember 30, 20192020 and 2018.2019. The historical consolidated financial information as of the end of and for the fiscal years ended December 31, 20182019 and 20172018 is derived from VCB’sBay Banks’ audited consolidated financial statements. The consolidated financial information as of and for the six-monthnine-month periods ended JuneSeptember 30, 20192020 and 20182019 is derived from VCB’sBay Banks’ unaudited consolidated financial statements. In VCB’sBay Banks’ opinion, such unaudited consolidated financial statements include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of its financial position and results of operations for such periods. Interim results for the sixnine months ended JuneSeptember 30, 20192020 are not necessarily indicative of, and are not projections for, the results to be expected for the full year ending December 31, 2019.2020. Financial data for the nine months ended September 30, 2020 includes a goodwill impairment charge of $10.4 million (pre-tax) resulting from a second quarter assessment triggered by the adverse effect the deterioration of the macroeconomic environment due to the COVID-19 pandemic has had on the market value of Bay Banks’ common stock and, in particular, Bay Banks’ stock valuation pursuant to the merger. This impairment charge was reported in noninterest expense. Financial data for the nine months ended September 30, 2020 also includes $1.5 million of expenses incurred in connection with the merger.

The selected historical financial data below is only a summary and should be read in conjunction with VCB’sBay Banks’ consolidated financial statements and their accompanying notes that are included elsewhere inincorporated by reference into this joint proxy statement/prospectus.