8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 27, 2022

BLUE RIDGE BANKSHARES, INC.

(Exact name of registrant as specified in its charter)

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

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

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

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On June 27, 2022, Article II of the Articles of Incorporation of Blue Ridge Bankshares, Inc. (the “Company”) was amended to increase the number of authorized shares of the Company’s common stock, no par value per share, from 25,000,000 to 50,000,000 shares (the “Amendment”). The Amendment was adopted on March 16, 2022 by the Company’s Board of Directors and approved by the Company’s shareholders at an annual meeting of shareholders held on June 15, 2022. The full text of the Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

SIGNATURES

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

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EX-3.1

Exhibit 3.1

ARTICLES OF AMENDMENT

TO THE ARTICLES OF INCORPORATION OF

BLUE RIDGE BANKSHARES, INC.

I. Name. The name of the corporation is Blue Ridge Bankshares, Inc.

II. Text of Amendment. Subsection A of Section 1 of Article II of the corporation’s Articles of Incorporation shall be amended to increase the number of authorized shares of common stock from 25,000,000 to 50,000,000 shares. Subsection A of Section 1 of Article II is hereby amended and restated in its entirety as follows:

A. The Corporation is authorized to issue fifty million (50,000,000) shares of capital common stock with no stated par value.

III. Board Adoption and Shareholder Approval. The amendment was unanimously adopted by the Board of Directors of the corporation on March 16, 2022. The amendment was submitted to the shareholders of the corporation by its Board of Directors in accordance with the requirements of the Virginia Stock Corporation Act (the “Act”) at the annual meeting of shareholders held on June 15, 2022, and the amendment was duly approved by the shareholders of the corporation in the manner required by the Act and the corporation’s Articles of Incorporation.

IV. Effective Date. The Certificate of Amendment to be issued as a result of the filing of these Articles of Amendment shall become effective as of 5:01 p.m. Eastern Time on June 27, 2022 in accordance with Section 13.1-606 of the Act.

[Signature on next page]

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