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Equibles

10-Q

Blue Ridge Bankshares, Inc. (BRBS)

10-Q 2024-08-06 For: 2024-06-30
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Added on April 07, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-39165

BLUE RIDGE BANKSHARES, INC.

(Exact name of registrant as specified in its charter)

Virginia 54-1838100
(State or other jurisdiction of<br><br>incorporation or organization) (I.R.S. Employer<br>Identification No.)
1801 Bayberry Court, Suite 101<br><br>Richmond, Virginia 23226
(Address of principal executive offices) (Zip Code)

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

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

Title of each class Trading<br><br>Symbol(s) Name of each exchange on which registered
Common Stock, no par value BRBS NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☒
Non-accelerated filer ☐ Smaller reporting company ☐
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 1, 2024, the registrant had 73,502,381 shares of common stock, no par value per share, outstanding.

Blue Ridge Bankshares, Inc.<br><br>Table of Contents
Item Page
PART I FINANCIAL INFORMATION
Item 1. Financial Statements 3
Consolidated Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023 3
Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023 (unaudited) 4
Consolidated Statements of Comprehensive (Loss) Income for the three and six months ended June 30, 2024 and 2023 (unaudited) 5
Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2024 and 2023 (unaudited) 6
Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023 (unaudited) 8
Notes to Consolidated Financial Statements 10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 35
Item 3. Quantitative and Qualitative Disclosures about Market Risk 53
Item 4. Controls and Procedures 53
PART II OTHER INFORMATION 54
Item 1. Legal Proceedings 54
Item 1A. Risk Factors 54
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 55
Item 3. Defaults Upon Senior Securities 55
Item 4. Mine Safety Disclosures 55
Item 5. Other Information 55
Item 6. Exhibits 56
Signatures 58

Item 1. Financial Statements

Blue Ridge Bankshares, Inc.

Consolidated Balance Sheets
(Dollars in thousands except share data) December 31, 2023 (1)
ASSETS
Cash and due from banks 124,607 $ 110,491
Restricted cash 5,924 10,660
Federal funds sold 5,219 4,451
Securities available for sale, at fair value 307,427 321,081
Restricted equity investments 18,236 18,621
Other equity investments 4,354 12,905
Other investments 21,099 29,467
Loans held for sale 54,377 46,337
Loans held for investment, net of deferred fees and costs 2,259,279 2,430,947
Less: allowance for credit losses (28,036 ) (35,893 )
Loans held for investment, net 2,231,243 2,395,054
Accrued interest receivable 14,172 14,967
Premises and equipment, net 21,746 22,348
Right-of-use asset 8,208 8,738
Bank owned life insurance 42,446 48,453
Other intangible assets 4,548 5,382
Mortgage servicing rights, net 29,862 27,114
Deferred tax asset, net 21,051 21,556
Other assets 18,553 19,929
Total assets 2,933,072 $ 3,117,554
LIABILITIES & STOCKHOLDERS’ EQUITY
Deposits:
Noninterest-bearing demand 470,128 $ 506,248
Interest-bearing demand and money market 769,870 1,049,536
Savings 106,619 117,923
Time 979,222 892,325
Total deposits 2,325,839 2,566,032
FHLB borrowings 202,900 210,000
FRB borrowings — 65,000
Subordinated notes, net 39,822 39,855
Lease liabilities 8,947 9,619
Other liabilities 29,950 41,059
Total liabilities 2,607,458 2,931,565
Commitments and contingencies (Note 8)
Stockholders’ Equity:
Common stock, no par value; 150,000,000 and 50,000,000 shares authorized at June 30, 2024 and December 31, 2023, respectively; 73,503,647 and 19,198,379 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively 300,976 197,636
Series C preferred stock, 50 per share par value; 250,000 shares authorized at June 30, 2024 and December 31, 2023, respectively; 2,732 and 0 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively 137 —
Additional paid-in capital 50,155 252
Retained earnings 18,829 33,157
Accumulated other comprehensive loss, net of tax (44,483 ) (45,056 )
Total stockholders’ equity 325,614 185,989
Total liabilities and stockholders’ equity 2,933,072 $ 3,117,554

All values are in US Dollars.

  • Derived from audited December 31, 2023 Consolidated Financial Statements.

See accompanying notes to unaudited consolidated financial statements.

Blue Ridge Bankshares, Inc.

Consolidated Statements of Operations

(unaudited)

For the three months ended For the six months ended
(Dollars in thousands, except per share data) June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023
INTEREST INCOME
Interest and fees on loans $ 36,196 $ 38,326 $ 74,542 $ 75,457
Interest on securities, deposit accounts, and federal funds sold 4,435 4,134 8,620 7,893
Total interest income 40,631 42,460 83,162 83,350
INTEREST EXPENSE
Interest on deposits 17,272 14,624 35,757 25,955
Interest on subordinated notes 552 547 1,112 1,100
Interest on FHLB and FRB borrowings 2,722 3,399 5,859 7,209
Total interest expense 20,546 18,570 42,728 34,264
Net interest income 20,085 23,890 40,434 49,086
Provision for credit losses - loans 3,600 10,613 3,600 9,503
Recovery of credit losses - unfunded commitments (500 ) (600 ) (1,500 ) (1,000 )
Total provision for credit losses 3,100 10,013 2,100 8,503
Net interest income after provision for credit losses 16,985 13,877 38,334 40,583
NONINTEREST INCOME
Fair value adjustments of other equity investments (8,537 ) (281 ) (8,544 ) (332 )
Residential mortgage banking income 3,090 3,145 5,754 6,344
Mortgage servicing rights 2,019 1,150 2,748 (746 )
Gain on sale of guaranteed government loans 11 2,384 121 4,793
Wealth and trust management 623 462 1,143 894
Service charges on deposit accounts 423 349 821 692
Increase in cash surrender value of bank owned life insurance 333 292 670 574
Bank and purchase card, net 513 560 755 900
Other 1,833 1,675 4,665 3,900
Total noninterest income 308 9,736 8,133 17,019
NONINTEREST EXPENSE
Salaries and employee benefits 14,932 14,518 30,977 29,807
Occupancy and equipment 1,303 1,913 2,827 3,482
Data processing 896 1,131 2,002 2,477
Legal and regulatory filings 363 2,753 810 3,987
Advertising and marketing 183 337 480 623
Communications 1,436 1,171 2,609 2,302
Audit and accounting fees 295 503 1,450 649
FDIC insurance 1,817 1,246 3,194 1,975
Intangible amortization 276 335 563 690
Other contractual services 1,760 3,218 3,477 4,157
Other taxes and assessments 588 803 1,531 1,605
Regulatory remediation 1,397 2,388 4,041 3,522
Other 4,098 3,736 7,857 7,623
Total noninterest expense 29,344 34,052 61,818 62,899
Loss before income tax expense (12,051 ) (10,439 ) (15,351 ) (5,297 )
Income tax benefit (616 ) (1,826 ) (1,023 ) (654 )
Net loss $ (11,435 ) $ (8,613 ) $ (14,328 ) $ (4,643 )
Dividends on preferred stock 150 — 150 —
Net loss attributable to common shareholders $ (11,585 ) $ (8,613 ) $ (14,478 ) $ (4,643 )
Basic and diluted loss per common share $ (0.47 ) $ (0.45 ) $ (0.66 ) $ (0.25 )

See accompanying notes to unaudited consolidated financial statements.

Blue Ridge Bankshares, Inc.

Consolidated Statements of Comprehensive (Loss) Income

(unaudited)

For the three months ended For the six months ended
(Dollars in thousands) June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023
Net loss $ (11,435 ) $ (8,613 ) $ (14,328 ) $ (4,643 )
Other comprehensive income (loss):
Gross unrealized gains (losses) on securities available for sale arising during the period 3,941 (6,469 ) 1,012 (1,490 )
Deferred income tax (expense) benefit (862 ) 1,446 (491 ) 333
Reclassification of net loss on securities available for sale included in net income 67 — 67 —
Income tax benefit (15 ) — (15 ) —
Unrealized gains (losses) on securities available for sale arising during the period, net of tax 3,131 (5,023 ) 573 (1,157 )
Other comprehensive gain (loss), net of tax 3,131 (5,023 ) 573 (1,157 )
Comprehensive net loss $ (8,304 ) $ (13,636 ) $ (13,755 ) $ (5,800 )

See accompanying notes to unaudited consolidated financial statements.

Blue Ridge Bankshares, Inc.

Consolidated Statements of Changes in Stockholders’ Equity

(unaudited)

For the six months ended June 30, 2024
(Dollars in thousands) Shares of Common Stock Shares of Series C Preferred Stock Common Stock Series C Preferred Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive (Loss) Income, net Total
Balance at beginning of period 19,198,379 — $ 197,636 $ — $ 252 $ 33,157 $ (45,056 ) $ 185,989
Net loss — — — — — (14,328 ) — (14,328 )
Other comprehensive income — — — — — — 573 573
Issuance of stock and warrants from Private Placements, net of issuance costs 53,922,000 2,732 102,434 137 49,903 — — 152,474
Restricted stock awards, net of forfeitures 383,268 — 906 — — — — 906
Balance at end of period 73,503,647 2,732 $ 300,976 $ 137 $ 50,155 $ 18,829 $ (44,483 ) $ 325,614
For the six months ended June 30, 2023
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
(Dollars in thousands) Shares of Common Stock Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss, net Total
Balance at beginning of period 18,950,329 $ 195,960 $ 252 $ 97,682 $ (45,101 ) $ 248,793
Cumulative effect adjustment due to adoption of accounting standard, net of income taxes — — — (8,111 ) — (8,111 )
Net loss — — — (4,643 ) — (4,643 )
Other comprehensive loss — — — — (1,157 ) (1,157 )
Dividends on common stock — — — (4,641 ) — (4,641 )
Stock option exercises 3,750 26 — — — 26
Restricted stock awards, net of forfeitures (26,842 ) 936 — — — 936
Dividend reinvestment plan issuances 6,400 68 — — — 68
Balance at end of period 18,933,637 $ 196,990 $ 252 $ 80,287 $ (46,258 ) $ 231,271
For the three months ended June 30, 2024
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
(Dollars in thousands) Shares of Common Stock Shares of Series C Preferred Stock Common Stock Series C Preferred Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive (Loss) Income, net Total
Balance at beginning of period 19,584,040 — $ 198,004 $ — $ 252 $ 30,264 $ (47,614 ) $ 180,906
Net loss — — — — — (11,435 ) — (11,435 )
Other comprehensive income — — — — — — 3,131 3,131
Issuance of stock and warrants from Private Placements, net of issuance costs 53,922,000 2,732 102,434 137 49,903 — — 152,474
Restricted stock awards, net of forfeitures (2,393 ) — 538 — — — — 538
Balance at end of period 73,503,647 2,732 $ 300,976 $ 137 $ 50,155 $ 18,829 $ (44,483 ) $ 325,614
For the three months ended June 30, 2023
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
(Dollars in thousands) Shares of Common Stock Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss, net Total
Balance at beginning of period 18,942,091 $ 196,498 $ 252 $ 91,220 $ (41,235 ) $ 246,735
Net loss — — — (8,613 ) — (8,613 )
Other comprehensive loss — — — — (5,023 ) (5,023 )
Dividends on common stock — — — (2,320 ) — (2,320 )
Restricted stock awards, net of forfeitures (12,210 ) 457 — — — 457
Dividend reinvestment plan issuances 3,756 35 — — — 35
Balance at end of period 18,933,637 $ 196,990 $ 252 $ 80,287 $ (46,258 ) $ 231,271

See accompanying notes to unaudited consolidated financial statements.

Blue Ridge Bankshares, Inc.

Consolidated Statements of Cash Flows

(unaudited)

For the six months ended
(Dollars in thousands) June 30, 2024 June 30, 2023
Cash Flows From Operating Activities
Net loss $ (14,328 ) $ (4,643 )
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 811 877
Deferred income tax expense (benefit) 505 (2,130 )
Provision for credit losses - loans 3,600 9,503
Recovery of credit losses - unfunded commitments (1,500 ) (1,000 )
Accretion of fair value adjustments (discounts) on acquired loans (603 ) (1,161 )
Accretion of fair value adjustments (premiums) on acquired time deposits (178 ) (506 )
Accretion of fair value adjustments (premiums) on acquired subordinated notes (50 ) (50 )
Proceeds from sale of mortgage loans held for sale 132,141 116,540
Mortgage loans held for sale, originated (131,359 ) (115,528 )
Gain on sale of mortgage loans (616 ) (995 )
Proceeds from sale of guaranteed government loans held for sale 1,616 69,449
Guaranteed government loans held for sale, originated (293 ) (49,708 )
Gain on sale of guaranteed government loans (121 ) (4,793 )
Loss on disposal of premises and equipment — 14
(Gain) loss on sale of other investments and other assets (257 ) 518
Loss on sale of securities available for sale 67 —
Investment amortization expense, net 276 348
Amortization of subordinated debt issuance costs 17 18
Intangible amortization 563 690
Fair value adjustments of other equity investments 8,544 332
Net adjustments attributable to mortgage servicing rights (2,748 ) 745
Increase in cash surrender value of bank owned life insurance (670 ) (574 )
Decrease (increase) in accrued interest receivable 795 (3,905 )
Decrease (increase) in other assets 1,736 (10,966 )
(Decrease) increase in other liabilities (10,281 ) 19,577
Cash (used in) provided by operating activities (12,333 ) 22,652
Cash Flows From Investing Activities
Net decrease (increase) in loans held for investment 151,406 (65,448 )
Net increase in federal funds sold (768 ) (1,066 )
Proceeds from calls, sales, paydowns, and maturities of securities available for sale 14,457 12,690
Proceeds from sale of other investments, other assets, and other real estate owned 11,570 264
Proceeds from surrender of bank owned life insurance policies 6,677 —
Net decrease in Paycheck Protection Program loans — 4,733
Net change in restricted equity and other investments (100 ) 3,499
Purchase of premises and equipment (209 ) (643 )
Proceeds from sale of premises and equipment and other assets — 1,005
Proceeds from sale of LSMG — 250
Capital calls of SBIC funds and other investments (2,161 ) (2,594 )
Nonincome distributions from SBIC funds and other investments 482 332
Cash provided by (used in) investing activities 181,354 (46,978 )
Cash Flows From Financing Activities
Net decrease in demand, savings, and other interest-bearing deposits (327,090 ) (109,471 )
Net increase in time deposits 87,075 220,564
Common stock dividends paid — (4,641 )
FHLB advances 586,000 1,080,000
FHLB repayments (593,100 ) (1,172,600 )
FRB advances — 65,000
FRB repayments (65,000 ) (51 )
Proceeds from Private Placements, net of issuance costs 152,474 —
Stock option exercises — 26
Dividend reinvestment plan issuances — 68
Cash (used in) provided by financing activities (159,641 ) 78,895
Net increase in cash and due from banks 9,380 54,569
Cash and due from banks and restricted cash at beginning of period 121,151 77,274
Cash and due from banks and restricted cash at end of period $ 130,531 $ 131,843
Supplemental Schedule of Cash Flow Information
--- --- --- --- --- ---
Cash paid for:
Interest $ 43,425 $ 28,999
Income taxes $ 6 $ 6,656
Non-cash investing and financing activities:
Unrealized gains (losses) on securities available for sale $ 1,012 $ (1,490 )
Restricted stock awards, net of forfeitures $ 906 $ 936
Cumulative effect adjustment due to adoption of accounting standard, net of income taxes $ — $ (8,111 )

See accompanying notes to unaudited consolidated financial statements.

Notes to Consolidated Financial Statements (Unaudited)

Note 1 – Organization and Basis of Presentation

Blue Ridge Bankshares, Inc. (the “Company”) conducts its business activities primarily through its wholly-owned subsidiary bank, Blue Ridge Bank, National Association (the “Bank”) and its wealth and trust management subsidiary, BRB Financial Group, Inc. (the “Financial Group”). The Company exists primarily for the purposes of holding the stock of its subsidiaries, the Bank and the Financial Group.

The accompanying unaudited consolidated financial statements of the Company include the accounts of the Bank and the Financial Group and were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and general practices within the banking industry. All significant intercompany balances and transactions have been eliminated in consolidation. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as amended (the “2023 Form 10-K”).

The Company's significant accounting policies are disclosed in Note 2 of the audited financial statements and notes for the year ended December 31, 2023 and are contained in the 2023 Form 10-K. There have been no significant changes to the application of significant accounting policies since December 31, 2023.

Certain amounts presented in the consolidated financial statements of prior periods have been reclassified to conform to current year presentations. The reclassifications had no effect on net income (loss), net earnings (loss) per share, total assets, total liabilities, or stockholders' equity as previously reported.

Restatement

On October 31, 2023, the Company and the Audit Committee of its board of directors, after consultation with the Company’s independent registered public accounting firm and the Office of the Comptroller of the Currency (“OCC”), the Bank's primary federal banking regulator, determined that certain specialty finance loans that, as previously disclosed, were placed on nonaccrual, reserved for, or charged off in the interim periods ended March 31, 2023 and June 30, 2023 should have been reported as nonaccrual, reserved for, or charged off in earlier periods. On November 14, 2023, the Company filed amendments to its Annual Report on Form 10-K for the year ended December 31, 2022 and its Quarterly Reports on Form 10-Q for the periods ended March 31, 2023 and June 30, 2023 to restate the consolidated financial statements included therein.

The Company does not believe that the restatements reflect any significant financial impact on the Company's financial condition as of June 30, 2024, or any trends in the Company's business or its prospects. The consolidated financial statements included in this Quarterly Report on Form 10-Q reflect the effects of the aforementioned restatement as of and for the quarterly and six-month periods ended June 30, 2023.

Regulatory Matters

On January 24, 2024, the Bank consented to the issuance of a consent order (the “Consent Order”) with the OCC. The Consent Order generally incorporates the provisions of the formal written agreement (the "Written Agreement") entered into between the Bank and the OCC on August 29, 2022, as well as adding new provisions. The Written Agreement principally concerned the Bank’s fintech operations and required 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. The Consent Order adds time frames by which certain of the directives are required, requires the Bank to submit a strategic plan and a capital plan, and places further restrictions on the Company’s fintech operations. The Consent Order also requires the Bank to maintain a leverage ratio of 10.0% and a total capital ratio of 13.0%, referred to as minimum capital ratios. Complete copies of the Written Agreement and the Consent Order are included as Exhibits 10.14 and 10.15, respectively, to the 2023 Form 10-K.

Private Placements

On April 3, 2024 and June 13, 2024, the Company closed private placements in which it issued and sold shares of its common and preferred stock for gross proceeds of $150.0 million and $11.6 million, respectively (collectively, the "Private Placements"). At a special meeting of shareholders held June 20, 2024, the Company’s shareholders approved the conversion of the preferred shares issued in the Private Placements into shares of the Company’s common stock. On 10

June 28, 2024, all outstanding shares of the Company’s Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series B (the “Series B Preferred Stock”) were automatically converted into shares of the Company’s common stock. The outstanding shares of the Company’s Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series C (the “Series C Preferred Stock”), remained outstanding at June 30, 2024. Subsequent to June 30, 2024, the holder of Series C Preferred Stock received regulatory non-objection to exchange the Series C Preferred Stock for common stock as stipulated in the Private Placements. The Company expects the exchange for shares of the Company's common stock will be completed during the third quarter of 2024. Capital proceeds received, net of issuance costs, from the Private Placements totaled $152.5 million.

The Private Placements also included the issuance of warrants for 6,549 shares of Series B Preferred Stock and warrants for 1,441 shares of Series C Preferred Stock. Each warrant can be exercised to purchase shares at a price of $10 thousand per share. On June 28, 2024, the warrants for preferred stock converted to warrants for common stock, except the Series C Preferred Stock warrants for the reasons noted above relating to the Series C Preferred Stock. The conversion rate on the warrants from preferred stock to common stock was 4,000 shares of common per preferred share. The warrants have 5-year terms and expire April 3, 2029. Holders of the warrants may exercise them in whole or in part and may utilize an option for cashless exercise for a net number of shares.

The Company intends to use the capital from the Private Placements to propel its near-term strategic initiatives, which include repositioning business lines, supporting organic growth, and further enhancing the Bank’s capital levels, including compliance with the minimum capital ratios set forth in the Consent Order, which requires the Bank to maintain a tier 1 leverage ratio of 10.0% and a total risk-based capital ratio of 13.0%. As of June 30, 2024, the Bank’s capital ratios exceeded these minimum capital ratios.

The following tables summarize the effect of the Private Placements on the Company's shares of common and preferred stock in the second quarter of 2024.

Effect of Private Placements on Common Stock Number of Shares
Common stock
Shares issued on April 3, 2024 and June 13, 2024 3,690,000
Shares of Series B Preferred Stock converted into common stock on June 28, 2024 (1) 50,232,000
Increase in shares of common stock 53,922,000
Warrants issued to purchase common stock (2, 3) 26,195,999
(1) The conversion rate for Series B Preferred Stock into common stock was 4,000 common shares per preferred share.
(2) The conversion rate for warrants for Series B Preferred Stock into warrants for common stock was 4,000 common shares per preferred share.
(3) The warrants for Series B Preferred Stock converted into warrants for common stock on June 28, 2024.
Number of Shares
--- --- --- --- --- ---
Effect of Private Placements on Preferred Stock Series B Series C
Preferred stock
Shares issued on April 3, 2024 and June 13, 2024 12,558 2,732
Shares of preferred stock that converted into common stock on June 28, 2024 (1) (12,558 ) —
Increase in shares of preferred stock — 2,732
Warrants, preferred stock
Warrants issued 6,549 1,441
Warrants for preferred stock that converted into warrants for common stock (2) (6,549 ) —
Increase in warrants for preferred stock — 1,441
(1) The conversion rate for preferred stock into common stock was 4,000 common shares per preferred share.
(2) Subsequent to June 30, 2024, the holder of Series C Preferred Stock received regulatory non-objection to exchange the Series C Preferred Stock for common stock as stipulated in the Private Placements. The Company expects the exchange for shares of the Company's common stock will be completed during the third quarter of 2024

In accordance with Accounting Standards Codification ("ASC") 820 - Fair Value Measurements, the Company engaged an third-party valuation firm to calculate the fair value of the stock warrants issued as part of the Private Placements. The Black-Scholes Option Pricing Model ("BSOPM") was used for the valuation, and incorporated grant 11

date assumptions including the fair value of the underlying stock, strike price, risk-free interest rate, term, and expected volatility. The issued warrants have been accounted for as freestanding, equity-linked financial instruments.

The following table presents the assumptions used in the calculation of the fair value of the warrants issued in connection with the Private Placements.

Issued April 3, 2024 Issued June 13, 2024
Assumptions Common Stock Warrants Series C Preferred Stock Warrants Common Stock Warrants
Fair value per warrant $ 1.34 $ 1.34 (1) $ 1.49
Stock price per share $ 2.76 $ 2.76 (1) $ 2.99
Strike price per share $ 2.50 $ 2.50 (1) $ 2.50
Risk-free interest rate 4.40 % 4.40 % 4.30 %
Term (years) 5.00 5.00 4.81
Expected volatility 45.00 % 45.00 % 45.00 %
(1) Presented on a common share equivalent basis.

The $152.5 million net proceeds from the Private Placements were allocated amongst the individual freestanding financial instruments, including common stock, Series C Preferred Stock, and stock warrants, based on the relative fair value method. The fair value of the Series C Preferred Stock in excess of par value has been classified as additional paid-in capital on the consolidated balance sheets. The fair value of the issued warrants has also been classified as additional paid-in capital on the consolidated balance sheets.

Recent Accounting Pronouncements (Issued But Not Adopted)

Improvements to Reportable Segment Disclosures. In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2023-07–Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods certain disclosures that are currently required annually. Additionally, the ASU requires a public entity to disclose the title and position of the Chief Operating Decision Maker ("CODM"), as well as the metric that the CODM uses to gauge segment performance. The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. This ASU requires retrospective application to all prior periods presented in the financial statements. The adoption of this ASU will only impact disclosures, with no impacts to results of operations, cash flows, and financial condition.

Improvements to Income Tax Disclosures. In December 2023, the FASB issued ASU No. 2023-09–Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disclosure of disaggregated income taxes paid, prescribes standard categories for components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. This standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The ASU requires prospective application by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or alternately applying the amendments retrospectively by providing the revised disclosures for all period presented. The Company does not expect the adoption of this ASU to have a material effect on its consolidated financial statements.

Note 2 – Investment Securities and Other Investments

Investment securities classified as available for sale ("AFS") are carried at fair value in the consolidated balance sheets. The following tables present amortized cost, fair values, and gross unrealized gains and losses of investment securities AFS as of the dates stated.

June 30, 2024
(Dollars in thousands) Amortized<br>Cost Gross<br>Unrealized<br>Gains Gross<br>Unrealized<br>Losses Fair<br>Value
Available for sale
Mortgage backed securities $ 198,042 $ — $ (34,929 ) $ 163,113
U.S. Treasury and agencies 79,634 — (10,739 ) 68,895
State and municipal 50,356 — (7,353 ) 43,003
Corporate bonds 36,889 — (4,473 ) 32,416
Total investment securities $ 364,921 $ — $ (57,494 ) $ 307,427
December 31, 2023
--- --- --- --- --- --- --- --- --- ---
(Dollars in thousands) Amortized<br>Cost Gross<br>Unrealized<br>Gains Gross<br>Unrealized<br>Losses Fair<br>Value
Available for sale
Mortgage backed securities $ 212,214 $ — $ (35,244 ) $ 176,970
U.S. Treasury and agencies 79,856 — (10,985 ) 68,871
State and municipal 50,682 — (7,357 ) 43,325
Corporate bonds 36,902 12 (4,999 ) 31,915
Total investment securities $ 379,654 $ 12 $ (58,585 ) $ 321,081

As of June 30, 2024 and December 31, 2023, securities with a fair value of $266.7 million and $35.9 million, respectively, were pledged to secure the Bank’s line of credit with the Federal Home Loan Bank of Atlanta ("FHLB").

As of December 31, 2023, the Company pledged securities with $260.9 million of par value (amortized cost and fair value of $262.7 million and $218.7 million, respectively) as collateral for the Bank Term Funding Program (“BTFP”) established by the Board of Governors of the Federal Reserve System. At June 30, 2024, there were no securities pledged as collateral for the BTFP.

The following table presents the amortized cost and fair value of securities AFS by contractual maturity as of the date stated. Expected maturities may differ from contractual maturities, as issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

June 30, 2024
(Dollars in thousands) Amortized<br>Cost Fair <br>Value
Due in one year or less $ 3,017 $ 2,970
Due after one year through five years 47,585 43,335
Due after five years through ten years 115,602 98,808
Due after ten years 198,717 162,314
Total $ 364,921 $ 307,427

13

The following tables present a summary of unrealized losses and the length of time securities have been in a continuous loss position, by security type and number of securities, as of the dates stated.

June 30, 2024
Less than 12 Months 12 Months or Greater Total
(Dollars in thousands) Number of Securities Fair<br>Value Unrealized<br>Losses Fair<br>Value Unrealized<br>Losses Fair<br>Value Unrealized<br>Losses
Mortgage backed securities 80 $ — $ — $ 163,113 $ (34,929 ) $ 163,113 $ (34,929 )
U.S. Treasury and agencies 29 275 (1 ) 68,619 (10,738 ) 68,894 (10,739 )
State and municipal 70 1,282 (13 ) 41,446 (7,340 ) 42,728 (7,353 )
Corporate bonds 40 6,853 (696 ) 24,813 (3,777 ) 31,666 (4,473 )
Total 219 $ 8,410 $ (710 ) $ 297,991 $ (56,784 ) $ 306,401 $ (57,494 )
December 31, 2023
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Less than 12 Months 12 Months or Greater Total
(Dollars in thousands) Number of Securities Fair<br>Value Unrealized<br>Losses Fair<br>Value Unrealized<br>Losses Fair<br>Value Unrealized<br>Losses
Mortgage backed securities 86 $ 7,497 $ (45 ) $ 169,474 $ (35,199 ) $ 176,971 $ (35,244 )
U.S. Treasury and agencies 29 283 (1 ) 68,399 (10,984 ) 68,682 (10,985 )
State and municipal 65 536 (9 ) 41,118 (7,348 ) 41,654 (7,357 )
Corporate bonds 39 7,469 (830 ) 21,683 (4,169 ) 29,152 (4,999 )
Total 219 $ 15,785 $ (885 ) $ 300,674 $ (57,700 ) $ 316,459 $ (58,585 )

The Company evaluates the fair value and credit quality of its securities AFS portfolio no less than quarterly. At June 30, 2024 and December 31, 2023, the majority of securities in an unrealized loss position were of investment grade; however, a portion of the portfolio does not have a third-party investment grade available. These ungraded securities were primarily subordinated debt instruments issued by bank holding companies and are classified as corporate bonds in the tables above. The Company evaluated the issuers of these individually, observing that each issuer had strong capital ratios and profitability thereby indicating limited exposure to asset quality or liquidity issues, which resulted in no identifiable credit losses. Investment securities with unrealized losses are generally attributable to pricing changes due to changes in the interest rate environment since purchase and not as a result of permanent credit impairment. Contractual cash flows for mortgage backed securities and U.S. Treasury and agencies are guaranteed and/or funded by the U.S. government and government agencies. State and municipal securities showed no indication that the contractual cash flows would not be received when due. The Company does not intend to sell, nor does it believe that it will be required to sell, any of its temporarily impaired securities prior to the recovery of the amortized cost. As of June 30, 2024 and December 31, 2023, there was no allowance for credit losses (“ACL”) against the Company's securities AFS portfolio.

Restricted equity investments consisted of stock in the FHLB (carrying value of $11.9 million and $12.3 million as of June 30, 2024 and December 31, 2023, respectively), stock in the Federal Reserve Bank of Richmond ("FRB") (carrying value of $5.9 million at both June 30, 2024 and December 31, 2023), and stock in the Bank’s correspondent bank (carrying value of $468 thousand at both June 30, 2024 and December 31, 2023). Restricted equity investments are carried at cost.

The Company also has various other equity investments, including an investment in a fintech company and limited partnerships, totaling $4.4 million and $12.9 million as of June 30, 2024 and December 31, 2023, respectively. The Company reports such investments at fair value if observable market transactions have occurred in similar securities, resulting in a new carrying value that is evaluated for impairment no less than quarterly. These impairment analyses may include quantitative and/or qualitative information obtained either directly from the investee, a third-party broker, or a third-party valuation firm. If a potential impairment has been identified, the carrying value of the investment would be written down to its estimated fair market value through a charge to earnings. In the second quarter of 2024, the Company identified potential impairment triggers related to its holdings, mainly due to regulatory pressures on banks partnering with fintech companies in the banking-as-a-service sector. These pressures led some fintech companies to announce cost-saving measures and at least one to seek bankruptcy protection. As a result, the Company engaged a third-party valuation firm to value the Company's investment in a fintech company. This valuation resulted in an $8.5 million impairment charge, recorded in fair value adjustments of other equity investments, to adjust the investment to its estimated fair market value as of June 30, 2024. 14

The Company also holds investments in early-stage focused investment funds, small business investment companies ("SBIC"), and low-income housing partnerships, which totaled $21.1 million and $29.5 million as of June 30, 2024 and December 31, 2023, respectively, and are reported in other investments on the consolidated balance sheets. These investments do not have readily-determinable fair values, are generally reported at amortized cost, and are periodically evaluated for potential impairment. In the second quarter of 2024, the Company sold $6.4 million of its SBIC investments at a $69 thousand loss, which is reported in other noninterest income.

Note 3 – Loans and ACL

The following table presents the amortized cost of loans held for investment as of the dates stated.

(Dollars in thousands) June 30, 2024 December 31, 2023
Commercial and industrial $ 401,589 $ 508,944
Real estate – construction, commercial 135,517 180,052
Real estate – construction, residential 55,849 75,832
Real estate – commercial 879,098 870,540
Real estate – residential 727,246 730,110
Real estate – farmland 5,717 5,470
Consumer 53,427 59,169
Gross loans 2,258,443 2,430,117
Deferred loan fees, net of costs 836 830
Total $ 2,259,279 $ 2,430,947

The Company has pledged certain commercial and residential mortgages as collateral for borrowings with the FHLB. Loans totaling $829.2 million and $767.1 million were pledged as of June 30, 2024 and December 31, 2023, respectively. The Company has pledged certain commercial and industrial loans totaling $81.2 million and $161.0 million as collateral for borrowings with the FRB Discount Window as of June 30, 2024 and December 31, 2023, respectively. The decline in the amount pledged at the FRB Discount Window was primarily due to paydowns and payoffs of the commercial and industrial loans serving as collateral.

The following tables present the aging of the amortized cost of loans held for investment by loan category as of the dates stated.

June 30, 2024
(Dollars in thousands) Current<br>Loans 30-59<br>Days<br>Past Due 60-89<br>Days<br>Past Due Greater than<br>90 Days Past<br>Due &<br>Accruing Nonaccrual Total<br>Loans
Commercial and industrial $ 384,877 $ 2,150 $ 1,526 $ 2,751 $ 10,285 $ 401,589
Real estate – construction, commercial 134,017 — 1,180 — 320 135,517
Real estate – construction, residential 55,849 — — — — 55,849
Real estate – commercial 863,718 8,647 359 — 6,374 879,098
Real estate – residential 717,816 501 2,906 — 6,023 727,246
Real estate – farmland 5,717 — — — — 5,717
Consumer 49,515 2,195 672 376 669 53,427
Less: Deferred loan fees, net of costs 836 — — — — 836
Total Loans $ 2,212,345 $ 13,493 $ 6,643 $ 3,127 $ 23,671 $ 2,259,279
December 31, 2023
--- --- --- --- --- --- --- --- --- --- --- --- ---
(Dollars in thousands) Current<br>Loans 30-59<br>Days<br>Past Due 60-89<br>Days<br>Past Due Greater than<br>90 Days Past<br>Due &<br>Accruing Nonaccrual Total<br>Loans
Commercial and industrial $ 464,939 $ 2,235 $ 632 $ 1,709 $ 39,429 $ 508,944
Real estate – construction, commercial 177,653 2,016 — — 383 180,052
Real estate – construction, residential 75,309 523 — — — 75,832
Real estate – commercial 855,263 2,109 714 574 11,880 870,540
Real estate – residential 717,141 5,101 288 — 7,580 730,110
Real estate – farmland 5,470 — — — — 5,470
Consumer 55,084 2,298 279 754 754 59,169
Deferred loan fees, net of costs 830 — — — — 830
Total Loans $ 2,351,689 $ 14,282 $ 1,913 $ 3,037 $ 60,026 $ 2,430,947

As a result of an agreement the Company executed in the second quarter of 2024 to sell a nonperforming specialty finance loan to a third party, the Company reclassified this loan from loans held for investment to loans held for sale in the same period at its estimated fair value and recorded a charge-off of substantially all of the reserve held on the loan, 15

which was provisioned for in prior years. Payments received on this loan totaled approximately $9.0 million in the six months ended June 30, 2024. The sale is expected to consummate in the third quarter of 2024. The loan's carrying value was $14.4 million as of June 30, 2024 and is excluded from all 2024 tables in this footnote, unless otherwise noted.

The following tables present the amortized cost of nonaccrual loans held for investment with and without an ACL by loan category as of the dates stated.

June 30, 2024
(Dollars in thousands) Nonaccrual Loans with No ACL Nonaccrual Loans with an ACL Total Nonaccrual Loans
Commercial and industrial $ — $ 10,285 $ 10,285
Real estate – construction, commercial — 320 320
Real estate – commercial — 6,374 6,374
Real estate – residential 557 5,466 6,023
Consumer — 669 669
Total $ 557 $ 23,114 $ 23,671
December 31, 2023
--- --- --- --- --- --- ---
(Dollars in thousands) Nonaccrual Loans with No ACL Nonaccrual Loans with an ACL Total Nonaccrual Loans
Commercial and industrial $ 1,487 $ 37,942 $ 39,429
Real estate – construction, commercial — 383 383
Real estate – commercial 2,024 9,856 11,880
Real estate – residential 577 7,003 7,580
Consumer — 754 754
Total $ 4,088 $ 55,938 $ 60,026

The Company recognized $122 thousand and $187 thousand of interest income on nonaccrual loans during the three and six months ended June 30, 2024, respectively, compared to $0 and $89 thousand for the same respective periods in 2023.

The following tables present accrued interest receivable by loan type reversed from interest income associated with loans held for investment that were placed on nonaccrual status for the periods stated.

For the three months ended June 30, For the six months ended June 30,
(Dollars in thousands) 2024 2023 2024 2023
Commercial and industrial $ 267 $ 44 $ 324 $ 76
Real estate – construction, commercial — 21 25 22
Real estate – construction, residential — 14 — 19
Real estate – commercial 14 1 65 206
Real estate – residential 44 47 54 61
Consumer 3 4 8 5
Total $ 328 $ 131 $ 476 $ 389

Credit Quality Indicators

The Company segments loans held for investment into risk categories based on relevant information about the expected ability of borrowers to repay debt, such as current financial information, historical payment performance, experience, collateral adequacy, credit documentation, and current economic trends, among other factors. Management assigns loan risk grades by a numerical system as an indication of credit quality of its portfolio of loans held for investment. The Company uses the following definitions for loan risk ratings and periodically evaluates the appropriateness of these ratings across its loan portfolio. Independent third-party loan reviews are periodically performed on the Company's loan portfolio and such reviews are used to validate management's determination of loan risk grades. Bank regulatory agencies also periodically review the Company's loan portfolio, including loan risk grades and may change a grade based on their judgment of the facts at the time of review. 16

Risk Grade 1 – Strong: This grade is reserved for loans to the strongest of borrowers. These loans are to individuals or businesses where the probability of default is extremely low to the Bank and are secured with collateral where the loss given default is unlikely because of the source of repayment such as a lien on a deposit account held at the Bank. Character, credit history, and ability of individuals or company principals are excellent. High liquidity, minimum risk, strong ratios, and low servicing cost are present.

Risk Grade 2 – Minimal: This grade is reserved for loans to borrowers who are deemed exceptionally strong. These loans are within established guidelines and where the borrowers have documented significant overall financial strength with consistent and predictable cash flows. These loans have excellent sources of repayment, significant balance sheet liquidity, no significant identifiable risk of collection, and conform in all respects to policy, underwriting standards, and federal and state regulations (no exceptions of any kind). In addition, guarantor support, when provided, is viewed as excellent.

Risk Grade 3 – Acceptable: This grade is reserved for loans to borrowers who are deemed strong. These loans have adequate sources of repayment, with minimal identifiable risk of collection. Generally, loans assigned this risk grade will demonstrate the following characteristics: (1) conformity in all respects with policy, guidelines, underwriting standards, and federal and state regulations (no exceptions of any kind), (2) documented historical cash flow that meets or exceeds required minimum guidelines, or that can be supplemented with verifiable cash flow from other sources, and (3) adequate secondary sources to liquidate the debt. In addition, guarantor support, when provided, is viewed as strong.

Risk Grade 4 – Satisfactory: This grade is given to satisfactory loans containing more, but deemed acceptable, risk and where the borrower is assessed as sound. These loans have adequate sources of repayment, with minimal identifiable risk of collection. Loans assigned this risk grade will demonstrate the following characteristics: (1) general conformity to the Bank's underwriting requirements, with limited exceptions to policy, product, or underwriting guidelines. All exceptions noted have documented mitigating factors that offset any additional risk associated with the exceptions noted, (2) documented historical cash flow that meets or exceeds required minimum guidelines, or that can be supplemented with verifiable cash flow from other sources, and (3) adequate secondary sources to liquidate the debt. In addition, guarantor support, when provided, is viewed as satisfactory.

Risk Grade 5 – Watch: This grade is for satisfactory loans containing acceptable but elevated risk. These loans are characterized by borrowers who exhibit signs of financial distress or experience unstable or unfavorable change(s) adversely impacting their current or expected financial condition. The borrower's management is deemed to be satisfactory, the collateral securing the loan may have decreased in value, the debt service coverage ratio is inconsistent or breakeven but mostly positive, and/or guarantor support, if any, is limited or marginal. Loans classified as Watch warrant additional monitoring by management.

Risk Grade 6 – Special Mention: This grade is for loans that have potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the Bank's credit position at some future date. Special Mention loans are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification. Special mention credits typically do not conform to underwriting guidelines and/or exceptions without mitigating factors, or have emerging weaknesses that may or may not be cured with the passage of time.

Risk Grade 7 – Substandard: A substandard loan is inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans classified as substandard must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt; they are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. The probability of default is likely and may have occurred. Loans in this category are characterized by deterioration in quality exhibited by any number of well-defined weaknesses requiring corrective action. The weaknesses may include, but are not limited to: (1) current or expected unprofitable operations, (2) inadequate debt service coverage, (3) declining or inadequate liquidity, (4) improper loan structure, (5) questionable or weak repayment sources, and (6) lack of well-defined secondary repayment source. There is a distinct possibility of loss and the Bank will sustain some loss if the deficiencies are not corrected.

Risk Grade 8 – Doubtful: Loans classified doubtful have all the weaknesses inherent in loans classified substandard, with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions, and values highly questionable and improbable. However, these loans are not yet rated as loss because certain events may occur which would salvage the Bank's position, which can include, but is not limited to (1) an injection of capital, (2) alternative financing, and (3) liquidation of assets or the pledging of additional 17

collateral. Doubtful is a temporary grade where a loss is expected but is presently not quantified with any degree of accuracy. Once the loss position is determined, the amount is charged off against the allowance for credit losses.

Risk Grade 9 – Loss: Loans classified loss are considered uncollectible and of such little value that continuance as assets is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer charging off the worthless loan, even though partial recovery may be effected in the future. Probable loss portions deemed uncollectible are charged off promptly against the allowance for credit losses. 18

The following table presents the amortized cost of loans held for investment by internal loan risk grade by year of origination as of June 30, 2024. There were no loans classified as loss (risk grade 9) as of the same date. Also presented are current period gross charge-offs by loan type for the six months ended June 30, 2024.

Term Loans Amortized Cost Basis by Origination Year
(Dollars in thousands) 2024 2023 2022 2021 2020 Prior Revolving Loans Total
Commercial and industrial
Risk Grades 1 - 4 $ 7,340 $ 14,180 $ 87,369 $ 18,050 $ 21,300 $ 19,557 $ 101,747 $ 269,543
Risk Grades 5 - 6 913 23,961 42,271 16,008 5,790 1,831 23,233 114,007
Risk Grade 7 — 3,252 1,315 6,764 783 1,377 1,791 15,282
Risk Grade 8 214 — — 2,542 — 1 — 2,757
Total 8,467 41,393 130,955 43,364 27,873 22,766 126,771 401,589
Current period gross charge-offs — 47 13,345 302 124 120 1 13,939
Real estate – construction, commercial
Risk Grades 1 - 4 — 8,765 58,330 16,190 10,604 5,791 2,252 101,932
Risk Grades 5 - 6 — 1,098 23,789 1,498 — 4,968 — 31,353
Risk Grade 7 — 117 1,723 32 — 360 — 2,232
Total — 9,980 83,842 17,720 10,604 11,119 2,252 135,517
Current period gross charge-offs — — — — — — — —
Real estate – construction, residential
Risk Grades 1 - 4 7,508 17,128 4,974 9,758 — 62 12,189 51,619
Risk Grades 5 - 6 398 479 2,608 — 163 — — 3,648
Risk Grade 7 — 427 155 — — — — 582
Total 7,906 18,034 7,737 9,758 163 62 12,189 55,849
Current period gross charge-offs — — — — — 39 — 39
Real estate – commercial —
Risk Grades 1 - 4 4,255 21,379 268,057 119,175 145,317 159,935 20,358 738,476
Risk Grades 5 - 6 3,154 — 62,937 13,818 16,259 19,209 4,184 119,561
Risk Grade 7 — — — 9,051 3,772 7,109 25 19,957
Risk Grade 8 — — 1,104 — — — — 1,104
Total 7,409 21,379 332,098 142,044 165,348 186,253 24,567 879,098
Current period gross charge-offs — — — — — — — —
Real estate – residential
Risk Grades 1 - 4 934 56,064 227,986 116,478 67,486 149,912 57,409 676,269
Risk Grades 5 - 6 — 12,578 9,567 4,496 2,263 8,967 3,181 41,052
Risk Grade 7 — — 1,796 954 1,166 5,635 374 9,925
Total 934 68,642 239,349 121,928 70,915 164,514 60,964 727,246
Current period gross charge-offs — — — — — 42 2 44
Real estate – farmland
Risk Grades 1 - 4 150 — 1,002 1,266 — 2,888 167 5,473
Risk Grades 5 - 6 — 141 — 103 — — — 244
Total 150 141 1,002 1,369 — 2,888 167 5,717
Current period gross charge-offs — — — — — — — —
Consumer
Risk Grades 1 - 4 6,170 21,468 11,319 2,578 1,945 847 7,618 51,945
Risk Grades 5 - 6 — 54 38 11 26 57 407 593
Risk Grade 7 14 145 405 168 93 64 — 889
Total 6,184 21,667 11,762 2,757 2,064 968 8,025 53,427
Current period gross charge-offs 434 178 619 27 20 12 — 1,290
Total Loans
Risk Grades 1 - 4 $ 26,357 $ 138,984 $ 659,037 $ 283,495 $ 246,652 $ 338,992 $ 201,740 $ 1,895,257
Risk Grades 5 - 6 4,465 38,311 141,210 35,934 24,501 35,032 31,005 310,458
Risk Grade 7 14 3,941 5,394 16,969 5,814 14,545 2,190 48,867
Risk Grade 8 214 — 1,104 2,542 — 1 — 3,861
Total $ 31,050 $ 181,236 $ 806,745 $ 338,940 $ 276,967 $ 388,570 $ 234,935 $ 2,258,443
Total current period gross charge-offs $ 434 $ 225 $ 13,964 $ 329 $ 144 $ 213 $ 3 $ 15,312

19

The following table presents the amortized cost of loans held for investment by internal loan risk grade by year of origination as of December 31, 2023. There were no loans classified as loss (risk grade 9) as of the same date.

Term Loans Recorded Investment Basis by Origination Year
(Dollars in thousands) 2023 2022 2021 2020 2019 Prior Revolving Loans Total
Commercial and industrial
Risk Grades 1 - 4 $ 15,830 $ 114,291 $ 32,273 $ 25,429 $ 8,217 $ 14,200 $ 138,267 $ 348,507
Risk Grades 5 - 6 26,563 40,399 12,759 6,305 819 1,537 19,722 108,104
Risk Grade 7 — 877 3,623 829 543 134 9,191 15,197
Risk Grade 8 — 34,203 2,554 — — 379 — 37,136
Total 42,393 189,770 51,209 32,563 9,579 16,250 167,180 508,944
Real estate – construction, commercial
Risk Grades 1 - 4 8,533 85,687 33,344 14,690 6,358 5,589 4,367 158,568
Risk Grades 5 - 6 4,213 11,072 760 293 — 738 3,827 20,903
Risk Grade 7 119 46 40 — — 376 — 581
Total 12,865 96,805 34,144 14,983 6,358 6,703 8,194 180,052
Real estate – construction, residential
Risk Grades 1 - 4 31,611 22,734 3,867 59 741 67 10,656 69,735
Risk Grades 5 - 6 1,486 2,672 — 167 200 — — 4,525
Risk Grade 7 367 1,205 — — — — — 1,572
Total 33,464 26,611 3,867 226 941 67 10,656 75,832
Real estate – commercial
Risk Grades 1 - 4 14,671 280,479 121,257 144,498 42,226 123,774 20,332 747,237
Risk Grades 5 - 6 2,841 25,075 9,038 19,597 12,921 27,778 4,214 101,464
Risk Grade 7 323 — 8,202 4,938 111 8,265 — 21,839
Total 17,835 305,554 138,497 169,033 55,258 159,817 24,546 870,540
Real estate – residential
Risk Grades 1 - 4 51,042 218,375 121,872 69,165 27,877 132,986 55,327 676,644
Risk Grades 5 - 6 12,014 9,339 677 1,944 2,122 7,281 3,255 36,632
Risk Grade 7 — 2,240 2,446 1,812 943 9,307 85 16,833
Risk Grade 8 — — — — — 1 — 1
Total 63,056 229,954 124,995 72,921 30,942 149,575 58,667 730,110
Real estate – farmland
Risk Grades 1 - 4 — 729 1,397 — 1,520 1,562 115 5,323
Risk Grades 5 - 6 147 — — — — — — 147
Total 147 729 1,397 — 1,520 1,562 115 5,470
Consumer
Risk Grades 1 - 4 26,535 14,215 3,598 2,724 1,137 466 8,766 57,441
Risk Grades 5 - 6 61 42 12 12 8 433 495 1,063
Risk Grade 7 14 259 115 131 44 102 — 665
Total 26,610 14,516 3,725 2,867 1,189 1,001 9,261 59,169
Total Loans
Risk Grades 1 - 4 $ 148,222 $ 736,510 $ 317,608 $ 256,565 $ 88,076 $ 278,644 $ 237,830 $ 2,063,455
Risk Grades 5 - 6 47,325 88,599 23,246 28,318 16,070 37,767 31,513 272,838
Risk Grade 7 823 4,627 14,426 7,710 1,641 18,184 9,276 56,687
Risk Grade 8 — 34,203 2,554 — — 380 — 37,137
Total $ 196,370 $ 863,939 $ 357,834 $ 292,593 $ 105,787 $ 334,975 $ 278,619 $ 2,430,117

20

The following tables present an analysis of the change in the ACL by major loan segment for the periods stated. Loan segments are presented as either commercial or consumer as follows:

  • Commercial – commercial and industrial; real estate – construction, commercial; real estate – commercial; and real estate – farmland; and
  • Consumer – real estate – construction, residential; real estate – residential; and consumer.
For the three months ended June 30, 2024
(Dollars in thousands) Commercial Consumer Total
Balance, beginning of period $ 27,065 $ 7,960 $ 35,025
Charge-offs (11,982 ) (628 ) (12,610 )
Recoveries 1,829 192 2,021
Net charge-offs (10,153 ) (436 ) (10,589 )
Provision for credit losses - loans 3,472 128 3,600
Balance, end of period $ 20,384 $ 7,652 $ 28,036
For the three months ended June 30, 2023
--- --- --- --- --- --- --- --- --- ---
(Dollars in thousands) Commercial Consumer Total
Balance, beginning of period $ 27,266 $ 8,695 $ 35,961
Charge-offs (7,326 ) (1,694 ) (9,020 )
Recoveries 887 126 1,013
Net charge-offs (6,439 ) (1,568 ) (8,007 )
Provision for credit losses - loans 9,037 1,576 10,613
Balance, end of period $ 29,864 $ 8,703 $ 38,567
For the six months ended June 30, 2024
--- --- --- --- --- --- --- --- --- ---
(Dollars in thousands) Commercial Consumer Total
Balance, beginning of period $ 27,491 $ 8,402 $ 35,893
Charge-offs (13,939 ) (1,373 ) (15,312 )
Recoveries 3,360 495 3,855
Net charge-offs (10,579 ) (878 ) (11,457 )
Provision for credit losses - loans 3,472 128 3,600
Balance, end of period $ 20,384 $ 7,652 $ 28,036
For the six months ended June 30, 2023
--- --- --- --- --- --- --- --- --- ---
(Dollars in thousands) Commercial Consumer Total
Balance, beginning of period $ 27,070 $ 3,670 $ 30,740
Impact of ASC 326 adoption 2,926 4,492 7,418
Charge-offs (8,125 ) (2,204 ) (10,329 )
Recoveries 1,005 230 1,235
Net charge-offs (7,120 ) (1,974 ) (9,094 )
Provision for credit losses - loans 6,988 2,515 9,503
Balance, end of period $ 29,864 $ 8,703 $ 38,567

Of the commercial loan net charge-off amount in the 2024 periods, $9.4 million was attributable to the previously noted speciality finance loan that was reclassified from loans held for investment to loans held for sale in the second quarter of 2024. 21

There were no material changes to the assumptions, loss factors (both quantitative and qualitative), or reasonable and supportable forecasts used in the estimation of the ACL and the provision for credit losses for loans held for investment as of and for the three and six months ended June 30, 2024.

Excluded from the ACL as of June 30, 2024 and December 31, 2023 was $12.5 million and $13.2 million of accrued interest attributable to loans held for investment, respectively, which is included in accrued interest receivable on the consolidated balance sheet.

The following table presents the amortized cost of collateral-dependent loans as of the dates stated.

(Dollars in thousands) June 30, 2024 December 31, 2023
Commercial and industrial $ 43,721 $ 67,555
Real estate – construction, commercial 4,039 6,309
Real estate – construction, residential — 2,303
Real estate – commercial 14,814 13,401
Real estate – residential 4,667 7,337
Total collateral-dependent loans $ 67,241 $ 96,905

Acquired Loans

As of June 30, 2024 and December 31, 2023, the amortized cost of purchased credit deteriorated ("PCD") loans totaled $49.0 million and $51.0 million, respectively, with estimated ACL of $486 thousand and $529 thousand, respectively. The remaining non-credit discount on PCD loans was $3.2 million and $3.8 million as of June 30, 2024 and December 31, 2023, respectively.

Modified Loans

The Company closely monitors the performance of borrowers experiencing financial difficulty that have been granted certain loan modifications it would otherwise not consider.

The following table presents information on loans modified in the last 12 months from the date stated.
(Dollars in thousands) Recorded Investment Recorded Investment of Modified Loans to Gross Loans by Category Financial Effect
Modification - term extension and forbearance Forbearance agreements
Commercial and industrial (1) 4 $ 18,834 4.69 %
Real estate – construction, residential 1 155 0.28 %
Real estate – residential 1 126 0.02 %
Modification - payment deferral Payment deferral 6-9 months
Real estate – residential 1 557 0.08 %
Commercial and industrial 1 183 0.05 %
Total 8 $ 19,855 0.88 %
(1) Included in this balance was a nonperforming specialty finance loan totaling 14.4 million and classified as held for sale as of June 30, 2024.

All values are in US Dollars.

22

The following table presents an aging analysis of the recorded investment of loans modified as of the date stated.
(Dollars in thousands) 30-89<br>Days<br>Past Due Greater than<br>90 Days Past<br>Due &<br>Accruing Nonaccrual Total
Commercial and industrial (1) 1,680 $ — $ — $ 17,337 $ 19,017
Real estate – residential 126 — — 557 683
Real estate – construction, residential 155 — — — 155
Total modified loans 1,961 $ — $ — $ 17,894 $ 19,855
(1) Included in this line item was a nonperforming specialty finance loan totaling 14.4 million and classified as held for sale as of June 30, 2024.

All values are in US Dollars.

During the six months ended June 30, 2024, no loans modified on behalf of a borrower experiencing financial difficulty had a payment default.

As of June 30, 2024, five residential mortgage loans with a total recorded investment of $710 thousand were in the process of foreclosure.

Note 4 – Borrowings

FHLB Borrowings

The Bank has a line of credit from the FHLB secured by pledged qualifying commercial and residential mortgage loans and securities. At June 30, 2024 and December 31, 2023, based on pledged collateral, the line totaled $711.0 million and $455.6 million, respectively. The FHLB will lend up to 30% of the Bank’s total assets as of the prior quarter end, subject to certain eligibility requirements, including adequate collateral. The Bank had borrowings from the FHLB totaling $202.9 million and $210.0 million at June 30, 2024 and December 31, 2023, respectively. FHLB borrowings required the Bank to hold $11.9 million and $12.3 million of FHLB stock at June 30, 2024 and December 31, 2023, respectively, which is included in restricted equity investments on the consolidated balance sheets.

At June 30, 2024 and December 31, 2023, the Bank also had letters of credit outstanding with the FHLB in the amount of $81.2 million and $110.1 million, respectively, of which $80.0 million and $110.0 million was for the purpose of collateral for public deposits with the Treasury Board of the Commonwealth of Virginia as of the same dates. Outstanding letters of credit reduce the available balance of the borrowing facility with the FHLB, which was $427.0 million and $135.5 million as of June 30, 2024 and December 31, 2023, respectively.

The following tables present information regarding FHLB advances outstanding as of the dates stated.

June 30, 2024
(Dollars in thousands) Balance Origination Date Stated Interest Rate Maturity Date
Daily Rate Credit $ 52,900 5/8/2024 5.57 % 5/8/2025
Fixed Rate Credit 50,000 3/15/2023 4.07 % 3/15/2027
Fixed Rate Credit 50,000 5/2/2023 3.87 % 5/3/2027
Fixed Rate Credit 50,000 5/4/2023 3.52 % 5/4/2028
Total FHLB borrowings $ 202,900
December 31, 2023
--- --- --- --- --- --- --- ---
(Dollars in thousands) Balance Origination Date Stated Interest Rate Maturity Date
Daily Rate Credit $ 60,000 5/8/2023 5.57 % 5/8/2024
Fixed Rate Credit 50,000 3/15/2023 4.07 % 3/15/2027
Fixed Rate Credit 50,000 5/2/2023 3.87 % 5/3/2027
Fixed Rate Credit 50,000 5/4/2023 3.52 % 5/4/2028
Total FHLB borrowings $ 210,000

23

FRB Borrowings

The Company may obtain advances from the FRB through the FRB Discount Window. The Company had secured capacity through the FRB Discount Window of $81.2 million and $161.0 million, of which the Company had no outstanding advances as of June 30, 2024 and December 31, 2023, respectively. The $65.0 million advance obtained through the BTFP was repaid at its maturity in the second quarter of 2024.

Other Borrowings

The Company had an unsecured line of credit with a correspondent bank of $10.0 million as of both June 30, 2024 and December 31, 2023. This line bears interest at the prevailing rates for such loans and is cancelable any time by the correspondent bank. As of both June 30, 2024 and December 31, 2023, this line of credit was undrawn.

The Company had $39.8 million and $39.9 million of subordinated notes, net, outstanding as of June 30, 2024 and December 31, 2023, respectively. The Company's subordinated notes are comprised of an issuance in October 2019 maturing October 15, 2029 (the “2029 Notes”) and an issuance in May 2020 maturing June 1, 2030 (the “2030 Note”). As of June 30, 2024, the net carrying amount of the 2029 Notes was $25.0 million, inclusive of a $528 thousand purchase accounting adjustment (premium). For the three months ended June 30, 2024 and 2023, the effective interest rate on the 2029 Notes was 5.08% and 4.99%, respectively, inclusive of the amortization of the purchase accounting adjustment (premium). For the six months ended June 30, 2024 and 2023, the effective interest rate on the 2029 Notes was 5.15% and 5.04%, respectively, inclusive of the amortization of the purchase accounting adjustment (premium). As of June 30, 2024, the net carrying amount of the 2030 Note, including capitalized, unamortized debt issuance costs, was $14.8 million. For the three and six months ended June 30, 2024 and 2023, the effective interest rate on the 2030 Note was 6.08% and 6.10%, respectively.

Note 5 – Leases

The Company’s long-term lease agreements are classified as operating leases. Certain of these leases offer the option to extend the lease term and such extensions are included in the calculation of the lease liabilities to the extent the options are reasonably assured of being exercised. The lease agreements do not provide for residual value guarantees and have no restrictions or covenants that would impact dividends or require incurring additional financial obligations.

The following tables present information about the Company’s leases as of the dates and for the periods stated.

(Dollars in thousands) June 30, 2024 December 31, 2023
Lease liabilities $ 8,947 $ 9,619
Right-of-use asset $ 8,208 $ 8,738
Weighted average remaining lease term (years) 7.10 7.14
Weighted average discount rate 3.41 % 3.25 %
For the three months ended June 30, For the six months ended June 30,
--- --- --- --- --- --- --- --- ---
(Dollars in thousands) 2024 2023 2024 2023
Operating lease cost $ 426 $ 526 $ 913 $ 1,241
Cash paid for amounts included in the measurement of lease liabilities 411 546 867 1,145

24

The following table presents a maturity analysis of operating lease liabilities and reconciliation of the undiscounted cash flows to the total of operating lease liabilities as of the date stated.

(Dollars in thousands) June 30, 2024
Six months ending December 31, 2024 $ 875
Twelve months ending December 31, 2025 1,703
Twelve months ending December 31, 2026 1,497
Twelve months ending December 31, 2027 1,312
Twelve months ending December 31, 2028 1,122
Thereafter 3,673
Total undiscounted cash flows 10,182
Discount (1,235 )
Lease liabilities $ 8,947

Note 6 – Fair Value

The fair value of a financial instrument is the current amount that would be exchanged between willing parties in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques.

The three levels of input that may be used to measure fair value are as follows:

Level 1 – Valuation is based on quoted prices in active markets for identical assets and liabilities.
Level 2 – Valuation is based on observable inputs including quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets and liabilities in less active markets, and model-based valuation techniques for which significant assumptions can be derived primarily from or corroborated by observable data in the market.
Level 3 – Valuation is based on model-based techniques that use one or more significant inputs or assumptions that are unobservable in the market.

The following tables present the balances of financial assets measured at fair value on a recurring basis as of the dates stated.

June 30, 2024
(Dollars in thousands) Total Level 1 Level 2 Level 3
Securities available for sale
Mortgage backed securities $ 163,113 $ — $ 163,113 $ —
U.S. Treasury and agencies 68,895 — 68,895 —
State and municipals 43,003 — 43,003 —
Corporate bonds 32,416 — 31,666 750
Total securities available for sale $ 307,427 $ — $ 306,677 $ 750
Other assets
Mortgage servicing rights assets $ 29,862 $ — $ — $ 29,862
Rabbi trust assets 575 575 — —
Mortgage derivative asset 295 — 295 —
Interest rate swap asset 103 — 103 —
Other liabilities
Interest rate swap liability $ 103 $ — $ 103 $ —

25

December 31, 2023
(Dollars in thousands) Total Level 1 Level 2 Level 3
Securities available for sale
Mortgage backed securities $ 176,970 $ — $ 176,970 $ —
U.S. Treasury and agencies 68,871 — 68,871 —
State and municipals 43,325 — 43,325 —
Corporate bonds 31,915 — 31,165 750
Total securities available for sale $ 321,081 $ — $ 320,331 $ 750
Other assets
Mortgage servicing rights assets $ 27,114 $ — $ — $ 27,114
Rabbi trust assets 531 531 — —
Mortgage derivative asset 335 — 335 —
Interest rate swap asset 71 — 71 —
Other liabilities
Mortgage derivative liability $ 140 $ — $ 140 $ —
Interest rate swap liability 71 — 71 —

The following table presents the change in corporate bonds and mortgage backed securities using Level 3 inputs for the periods stated.

(Dollars in thousands) Corporate<br>Bonds Mortgage Backed Securities
Balance as of December 31, 2023 $ 750 $ —
Transfers from Level 2 to Level 3 — 2,000
Sales or paydowns — (2,000 )
Balance as of June 30, 2024 $ 750 $ —

As of June 30, 2024, two corporate bonds totaling $750 thousand were reported at their respective amortized cost basis and as Level 3 assets in the fair value hierarchy, as there were no observable market prices for similar investments.

The following table presents the change in mortgage servicing rights ("MSR") assets as of the dates and for the periods stated.

(Dollars in thousands) MSR Assets
Balance as of December 31, 2023 $ 27,114
Additions 9
Fair value adjustments 2,739
Balance as of June 30, 2024 $ 29,862

The following tables summarize assets that were measured at fair value on a nonrecurring basis as of the dates stated. As noted previously, in the second quarter of 2024, the Company recorded an $8.5 million impairment charge against the Company's investment in a fintech company, which is reported in other equity investments on the consolidated balance sheets.

June 30, 2024
(Dollars in thousands) Total Level 1 Level 2 Level 3
Other equity investments $ 4,354 $ — $ 1,348 $ 3,006
Collateral-dependent loans 20,061 — — 20,061
Loans held for sale 54,377 — 39,990 14,387
December 31, 2023
--- --- --- --- --- --- --- --- ---
(Dollars in thousands) Total Level 1 Level 2 Level 3
Other equity investments $ 12,905 $ — $ 12,905 $ —
Collateral-dependent loans 56,068 — — 56,068
Loans held for sale 46,337 — 46,337 —

26

The following tables present quantitative information about Level 3 fair value measurements of assets measured on a nonrecurring basis as of the dates stated.

(Dollars in thousands) Balance as of June 30, 2024 Unobservable Input Range
Other equity investments
Probability weighted expected return technique $ 3,006 Discount Rate 20 %
Collateral-dependent loans
Discounted appraised value technique 20,061 Selling Costs 7% - 15%
Loans held for sale
Discounted sales price technique 14,387 Selling Costs 15 %
Discount Rate 26 %
(Dollars in thousands) Balance as of December 31, 2023 Unobservable Input Range
--- --- --- --- ---
Collateral-dependent loans
Discounted appraised value technique $ 56,068 Selling Costs 7% - 15%

The following tables present the estimated fair values, related carrying amounts, and valuation level of the financial instruments as of the dates stated.

June 30, 2024
Fair Value Measurements
(Dollars in thousands) Carrying Value Fair Value Level 1 Level 2 Level 3
Financial Assets
Cash and due from banks $ 124,607 $ 124,607 $ 124,607 $ — $ —
Restricted cash 5,924 5,924 5,924 — —
Federal funds sold 5,219 5,219 5,219 — —
Securities available for sale 307,427 307,427 — 306,677 750
Restricted equity investments 18,236 18,236 — 18,236 —
Other equity investments 4,354 4,354 — 1,348 3,006
Other investments 21,099 21,099 — — 21,099
Loans held for sale 54,377 54,377 — 39,990 14,387
Loans held for investment, net 2,231,243 2,139,734 — — 2,139,734
Accrued interest receivable 14,172 14,172 — 14,172 —
Bank owned life insurance 42,446 42,446 — 42,446 —
MSR assets 29,862 29,862 — — 29,862
Financial Liabilities
Noninterest-bearing demand $ 470,128 $ 470,128 $ 470,128 $ — $ —
Interest-bearing demand and money market 769,870 769,870 — 769,870 —
Savings 106,619 106,619 — 106,619 —
Time 979,222 974,348 — — 974,348
FHLB borrowings 202,900 207,099 — 207,099 —
Subordinated notes, net 39,822 38,254 — — 38,254

27

December 31, 2023
Fair Value Measurements
(Dollars in thousands) Carrying Value Fair Value Level 1 Level 2 Level 3
Financial Assets
Cash and due from banks $ 110,491 $ 110,491 $ 110,491 $ — $ —
Restricted cash 10,660 10,660 10,660 — —
Federal funds sold 4,451 4,451 4,451 — —
Securities available for sale 321,081 321,081 — 320,331 750
Restricted equity investments 18,621 18,621 — 18,621 —
Other equity investments 12,905 12,905 — 12,905 —
Other investments 29,467 29,467 — — 29,467
Loans held for sale 46,337 46,337 — 46,337 —
Loans held for investment, net 2,395,054 2,316,113 — — 2,316,113
Accrued interest receivable 14,967 14,967 — 14,967 —
Bank owned life insurance 48,453 48,453 — 48,453 —
MSR assets 27,114 27,114 — — 27,114
Financial Liabilities
Noninterest-bearing demand $ 506,248 $ 506,248 $ 506,248 $ — $ —
Interest-bearing demand and money market 1,049,536 1,049,536 — 1,049,536 —
Savings 117,923 117,923 — 117,923 —
Time 892,325 892,439 — — 892,439
FHLB borrowings 210,000 211,799 — 211,799 —
FRB borrowings 65,000 65,000 — 65,000 —
Subordinated notes, net 39,855 37,803 — — 37,803

Note 7 – Minimum Regulatory Capital Requirements

Banks and bank holding companies are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, financial institutions must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. A financial institution's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Pursuant to the final rules implementing the Basel Committee on Banking Supervision's capital guidelines for U.S. banks (the “Basel III rules”), banks must hold a capital conservation buffer above the adequately capitalized risk-based capital ratios of 2.50% for all ratios, except the tier 1 leverage ratio. If a banking organization dips into its capital conservation buffer, it is subject to limitations on certain activities, including payment of dividends, share repurchases, and discretionary compensation to certain officers. Federal and state banking regulations place certain restrictions on dividends paid by the Company. The total amount of dividends that may be paid at any date is generally limited to retained earnings of the Company.

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized; although, these terms are not used to represent overall financial condition. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required.

In addition to the foregoing capital requirements, the Bank is subject to minimum capital ratios set forth in the Consent Order that are higher than those required for capital adequacy purposes generally. The Bank is required to maintain a leverage ratio of 10.00% and a total capital ratio of 13.00%. As of June 30, 2024, the Bank met these minimum capital ratios. Until such levels are maintained and the Consent Order has been lifted, the Bank is deemed to be less than well capitalized, thus adequately capitalized.

The Company adopted ASC 326, Financial Instruments - Credit Losses (referred herein as “current expected credit losses” or “CECL”) effective January 1, 2023. Federal and state banking regulations allow financial institutions to 28

irrevocably elect to phase-in the after-tax cumulative effect adjustment at adoption to retained earnings (“CECL Transitional Amount”) over a three-year period. The three-year phase-in of the CECL Transitional Amount to regulatory capital is 25%, 50%, and 25% in 2023, 2024, and 2025, respectively. The Bank made this irrevocable election effective with its first quarter 2023 call report.

The following tables present the capital ratios to which banks are subject to be adequately and well capitalized, as well as the capital for the Bank to meet these capital ratio levels, as of the dates stated. Adequately capitalized ratios include the conversation buffer, if applicable. Also presented are the minimum capital ratios set forth in the Consent Order for the Bank, and the related capital amounts for both the leverage ratio and the total capital ratio. The CECL Transitional Amount was $8.1 million, of which $4.1 million and $2.0 million reduced the regulatory capital amounts and capital ratios as of June 30, 2024 and December 31, 2023, respectively.

June 30, 2024
Actual For Capital Adequacy Purposes To Be Well Capitalized Minimum Capital Ratios
(Dollars in thousands) Amount Ratio Amount Ratio Amount Ratio Amount Ratio
Total risk based capital
(To risk-weighted assets)
Blue Ridge Bank, N.A. $ 367,696 15.18 % $ 254,335 10.50 % $ 242,224 10.00 % $ 314,891 13.00 %
Tier 1 capital
(To risk-weighted assets)
Blue Ridge Bank, N.A. $ 343,744 14.19 % $ 205,907 8.50 % $ 193,795 8.00 % n/a n/a
Common equity tier 1 capital
(To risk-weighted assets)
Blue Ridge Bank, N.A. $ 343,744 14.19 % $ 169,571 7.00 % $ 157,458 6.50 % n/a n/a
Tier 1 leverage
(To average assets)
Blue Ridge Bank, N.A. $ 343,744 11.02 % $ 124,771 4.00 % $ 155,964 5.00 % $ 311,927 10.00 %
December 31, 2023
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Actual For Capital Adequacy Purposes To Be Well Capitalized Minimum Capital Ratios
(Dollars in thousands) Amount Ratio Amount Ratio Amount Ratio Amount Ratio
Total risk based capital
(To risk-weighted assets)
Blue Ridge Bank, N.A. $ 270,293 10.25 % $ 276,842 10.50 % $ 263,659 10.00 % $ 342,757 13.00 %
Tier 1 capital
(To risk-weighted assets)
Blue Ridge Bank, N.A. $ 239,775 9.09 % $ 224,111 8.50 % $ 210,928 8.00 % n/a n/a
Common equity tier 1 capital
(To risk-weighted assets)
Blue Ridge Bank, N.A. $ 239,775 9.09 % $ 184,562 7.00 % $ 171,379 6.50 % n/a n/a
Tier 1 leverage
(To average assets)
Blue Ridge Bank, N.A. $ 239,775 7.49 % $ 128,001 4.00 % $ 160,001 5.00 % $ 320,003 10.00 %

Note 8 – Commitments and Contingencies

In the ordinary course of operations, the Company is party to legal proceedings. Based upon information currently available, management believes that such legal proceedings, in the aggregate, will not have a material adverse effect on the Company’s business, financial condition, results of operations, or cash flows.

Also, in the ordinary course of operations, the Company offers various financial products to its customers to meet their credit and liquidity needs. These instruments involve elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and stand-by letters of credit written is represented by the contractual amount of these instruments. The Company uses the same credit policies in making commitments and conditional commitments as it does for on-balance sheet commitments.

Subject to its normal credit standards and risk monitoring procedures, the Company makes contractual commitments to extend credit. Commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee. Since many of the commitments may expire without being completely drawn upon, the total commitment amounts do not necessarily represent future cash requirements. As of June 30, 2024 and 29

December 31, 2023, the Company had outstanding loan commitments of $386.6 million and $480.8 million, respectively. Of these amounts, $107.7 million and $113.5 million were unconditionally cancelable at the sole discretion of the Company as of the same respective dates.

Conditional commitments are issued by the Company in the form of financial stand-by letters of credit, which guarantee payment to the underlying beneficiary (i.e., third party) if the customer fails to meet its designated financial obligation. As of June 30, 2024 and December 31, 2023, commitments under outstanding financial stand-by letters of credit totaled $13.1 million and $12.6 million, respectively. The credit risk of issuing stand-by letters of credit can be greater than the risk involved in extending loans to customers.

For the three and six months ended June 30, 2024, the Company recorded a recovery of credit losses for unfunded commitments of $500 thousand and $1.5 million, respectively, which was primarily attributable to lower balances of loan commitments. As of June 30, 2024, the reserve for unfunded commitments was $1.6 million compared to $3.1 million as of December 31, 2023.

The Company invests in various partnerships, limited liability companies, and SBIC funds. Pursuant to these investments, the Company commits to an investment amount to be fulfilled in future periods. At June 30, 2024, the Company had future commitments outstanding totaling $8.1 million related to these investments.

Note 9 – Earnings Per Share

Basic earnings per share ("EPS") amounts are computed by dividing net income (the numerator) by the weighted average number of common shares outstanding (the denominator). Diluted EPS amounts assume the conversion, exercise, or issuance of all potential common stock instruments, unless the effect would be to reduce the loss or increase earnings per common share. Potential dilutive common stock instruments include exercisable stock options, performance-based restricted stock awards (“PSAs”), Series B Preferred Stock and Series C Preferred Stock, and warrants. The Company calculates diluted EPS for its warrants and stock options using the treasury method and for its preferred stock using the if-converted method.

The following table shows the calculation of basic and diluted EPS and the weighted average number of shares outstanding used in computing EPS and the effect on the weighted average number of shares outstanding of dilutive potential common stock for the periods stated. For the periods presented, all outstanding stock options, PSAs, preferred stock, and warrants were considered anti-dilutive and excluded from the computation of diluted EPS, due to the net loss in the respective periods.

For the three months ended For the six months ended
(Dollars in thousands, except per share data) June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023
Net loss $ (11,435 ) $ (8,613 ) $ (14,328 ) $ (4,643 )
Less preferred stock dividends 150 — 150 —
Net loss available to common shareholders $ (11,585 ) $ (8,613 ) $ (14,478 ) $ (4,643 )
Weighted average common shares outstanding, basic 24,477,007 18,850,625 21,827,669 18,853,553
Effect of dilutive securities — — — —
Weighted average common shares outstanding, dilutive 24,477,007 18,850,625 21,827,669 18,853,553
Basic and diluted loss per share $ (0.47 ) $ (0.45 ) $ (0.66 ) $ (0.25 )

Note 10 – Business Segments

The Company has three reportable business segments: commercial banking, mortgage banking, and holding company activities. The commercial banking business segment makes loans to and generates deposits from individuals and businesses, while offering a wide array of general banking activities to its customers. It is distinct from the Company's mortgage banking division, which concentrates on individual and wholesale mortgage lending and sales 30

activities. Activities at the holding company (or parent level) are primarily associated with investments, borrowings, and certain noninterest expenses.

The following tables present statement of operations items and assets by segment as of the dates and for the periods stated.

As of and for the three months ended June 30, 2024
(Dollars in thousands) Commercial Banking Mortgage Banking Parent Only Eliminations Blue Ridge<br>Bankshares,<br>Inc.<br>Consolidated
NET INTEREST INCOME
Interest income $ 40,179 $ 452 $ — $ — $ 40,631
Interest expense 19,775 219 552 — 20,546
Net interest income 20,404 233 (552 ) — 20,085
Provision for credit losses 3,100 — — — 3,100
Net interest income after provision for credit losses 17,304 233 (552 ) — 16,985
NONINTEREST INCOME
Fair value adjustments of other equity investments — — (8,537 ) — (8,537 )
Residential mortgage banking income — 3,090 — — 3,090
Mortgage servicing rights — 2,019 — — 2,019
Gain on sale of guaranteed government loans 11 — — — 11
Other income 3,818 — — (93 ) 3,725
Total noninterest income 3,829 5,109 (8,537 ) (93 ) 308
NONINTEREST EXPENSE
Salaries and employee benefits 13,582 1,339 11 — 14,932
Regulatory remediation 1,397 — — — 1,397
Other expenses 11,733 1,182 193 (93 ) 13,015
Total noninterest expense 26,712 2,521 204 (93 ) 29,344
(Loss) income before income tax expense (5,579 ) 2,821 (9,293 ) — (12,051 )
Income tax (benefit) expense 758 575 (1,949 ) — (616 )
Net (loss) income $ (6,337 ) $ 2,246 $ (7,344 ) $ — $ (11,435 )
Total assets as of June 30, 2024 $ 2,883,732 $ 41,433 $ 372,515 $ (364,608 ) $ 2,933,072
As of and for the three months ended June 30, 2023
--- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
(Dollars in thousands) Commercial Banking Mortgage Banking Parent Only Eliminations Blue Ridge<br>Bankshares,<br>Inc.<br>Consolidated
NET INTEREST INCOME
Interest income $ 42,040 $ 415 $ 5 $ — $ 42,460
Interest expense 17,853 170 547 — 18,570
Net interest income 24,187 245 (542 ) — 23,890
Provision for credit losses 10,013 — — — 10,013
Net interest income after provision for credit losses 14,174 245 (542 ) — 13,877
NONINTEREST INCOME
Fair value adjustments of other equity investments — — (281 ) — (281 )
Residential mortgage banking income — 3,145 — — 3,145
Mortgage servicing rights — 1,150 — — 1,150
Gain on sale of guaranteed government loans 2,384 — — — 2,384
Other income 3,438 — (1 ) (99 ) 3,338
Total noninterest income 5,822 4,295 (282 ) (99 ) 9,736
NONINTEREST EXPENSE
Salaries and employee benefits 12,233 2,285 — — 14,518
Regulatory remediation 2,388 — — — 2,388
Other expenses 13,529 1,392 2,324 (99 ) 17,146
Total noninterest expense 28,150 3,677 2,324 (99 ) 34,052
(Loss) income before income tax expense (8,154 ) 863 (3,148 ) — (10,439 )
Income tax (benefit) expense (1,199 ) 34 (661 ) — (1,826 )
Net (loss) income $ (6,955 ) $ 829 $ (2,487 ) $ — $ (8,613 )
Total assets as of June 30, 2023 $ 3,141,817 $ 41,124 $ 273,280 $ (241,797 ) $ 3,214,424

31

As of and for the six months ended June 30, 2024
(Dollars in thousands) Commercial Banking Mortgage Banking Parent Only Eliminations Blue Ridge<br>Bankshares,<br>Inc.<br>Consolidated
NET INTEREST INCOME
Interest income $ 82,378 $ 784 $ — $ — $ 83,162
Interest expense 41,251 365 1,112 — 42,728
Net interest income 41,127 419 (1,112 ) — 40,434
Provision for credit losses 2,100 — — — 2,100
Net interest income after provision for loan losses 39,027 419 (1,112 ) — 38,334
NONINTEREST INCOME
Fair value adjustments of other equity investments — — (8,544 ) — (8,544 )
Residential mortgage banking income — 5,754 — — 5,754
Mortgage servicing rights — 2,748 — — 2,748
Gain on sale of guaranteed government loans 121 — — — 121
Other income 8,229 — 17 (192 ) 8,054
Total noninterest income 8,350 8,502 (8,527 ) (192 ) 8,133
NONINTEREST EXPENSE
Salaries and employee benefits 27,750 3,183 44 — 30,977
Regulatory remediation 4,041 — — — 4,041
Other expenses 24,136 2,394 462 (192 ) 26,800
Total noninterest expense 55,927 5,577 506 (192 ) 61,818
(Loss) income before income tax expense (8,550 ) 3,344 (10,145 ) — (15,351 )
Income tax expense (benefit) 437 661 (2,121 ) — (1,023 )
Net (loss) income $ (8,987 ) $ 2,683 $ (8,024 ) $ — $ (14,328 )
Total assets as of June 30, 2024 $ 2,883,732 $ 41,433 $ 372,515 $ (364,608 ) $ 2,933,072
As of and for the six months ended June 30, 2023
--- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
(Dollars in thousands) Commercial Banking Mortgage Banking Parent Only Eliminations Blue Ridge<br>Bankshares,<br>Inc.<br>Consolidated
NET INTEREST INCOME
Interest income $ 82,619 $ 720 $ 11 $ — $ 83,350
Interest expense 32,855 309 1,100 — 34,264
Net interest income 49,764 411 (1,089 ) — 49,086
Provision for credit losses 8,503 — — — 8,503
Net interest income after provision for credit losses 41,261 411 (1,089 ) — 40,583
NONINTEREST INCOME
Fair value adjustments of other equity investments — — (332 ) — (332 )
Residential mortgage banking income — 6,344 — — 6,344
Mortgage servicing rights — (746 ) — — (746 )
Gain on sale of guaranteed government loans 4,793 — — — 4,793
Other income 7,151 — 7 (198 ) 6,960
Total noninterest income 11,944 5,598 (325 ) (198 ) 17,019
NONINTEREST EXPENSE
Salaries and employee benefits 24,861 4,946 — — 29,807
Regulatory remediation 3,522 — — — 3,522
Other expenses 23,605 2,877 3,286 (198 ) 29,570
Total noninterest expense 51,988 7,823 3,286 (198 ) 62,899
Income (loss) before income tax expense 1,217 (1,814 ) (4,700 ) — (5,297 )
Income tax expense (benefit) 882 (549 ) (987 ) — (654 )
Net income (loss) $ 335 $ (1,265 ) $ (3,713 ) $ — $ (4,643 )
Total assets as of June 30, 2023 $ 3,141,817 $ 41,124 $ 273,280 $ (241,797 ) $ 3,214,424

Note 11 – Changes to Accumulated Other Comprehensive Income (Loss), net

The following tables present components of accumulated other comprehensive income (loss) for the periods stated.
(Dollars in thousands) Transfer of Securities Held to Maturity to Available For Sale Pension and Post-retirement Benefit Plans Accumulated Other Comprehensive (Gain) Loss, net
Balance as of April 1, 2024 (48,039 ) $ 425 $ — $ (47,614 )
Change in net unrealized holding gains on securities available for sale, net of deferred tax expense of 862 3,079 — — 3,079
Reclassification for previously unrealized net losses on securities available for sale, net of income tax benefit of 15 52 — — 52
Balance as of June 30, 2024 (44,908 ) $ 425 $ — $ (44,483 )
(Dollars in thousands) Transfer of Securities Held to Maturity to Available For Sale Pension and Post-retirement Benefit Plans Accumulated Other Comprehensive Loss, net
Balance as of April 1, 2023 (41,659 ) $ 425 $ (1 ) $ (41,235 )
Change in net unrealized holding losses on securities available for sale, net of deferred tax benefit of 1,446 (5,023 ) — — (5,023 )
Balance as of June 30, 2023 (46,682 ) $ 425 $ (1 ) $ (46,258 )

All values are in US Dollars.
(Dollars in thousands) Transfer of Securities Held to Maturity to Available For Sale Pension and Post-retirement Benefit Plans Accumulated Other Comprehensive (Gain) Loss, net
Balance as of January 1, 2024 (45,481 ) $ 425 $ — $ (45,056 )
Change in net unrealized holding gains on securities available for sale, net of deferred tax expense of 491 521 — — 521
Reclassification for previously unrealized net losses on securities available for sale, net of income tax benefit of 15 52 — — 52
Balance as of June 30, 2024 (44,908 ) $ 425 $ — $ (44,483 )
(Dollars in thousands) Transfer of Securities Held to Maturity to Available For Sale Pension and Post-retirement Benefit Plans Accumulated Other Comprehensive Loss, net
Balance as of January 1, 2023 (45,525 ) $ 425 $ (1 ) $ (45,101 )
Change in net unrealized holding losses on securities available for sale, net of deferred tax benefit of 333 (1,157 ) — — (1,157 )
Balance as of June 30, 2023 (46,682 ) $ 425 $ (1 ) $ (46,258 )

All values are in US Dollars.

Note 12 – Legal Matters

In December 2023, a purported shareholder of the Company commenced a putative class action in the U.S. District for the Eastern District of New York (No. 1:23-cv-08944) (Hunter v. Blue Ridge Bankshares, Inc., et al). The complaint alleges violations of federal securities laws against the Company and certain of its current and former officers based on alleged material misstatements and omissions in the Company’s filings. The complaint seeks certification of a class action, unspecified damages, and attorneys fees. The putative class has filed an amended complaint, and the Company has filed a letter seeking permission to file a motion to dismiss. The Company believes the claims are without merit and no loss has been accrued for this lawsuit as of June 30, 2024.

On August 12, 2019, a former employee of Virginia Community Bankshares, Inc. ("VCB") and participant in its Employee Stock Ownership Plan (the “VCB ESOP”) filed a class action complaint against VCB, its subsidiary, Virginia Community Bank, and certain individuals associated with the VCB ESOP in the U.S. District Court for the Western District of Virginia, Charlottesville Division. The complaint alleged, among other things, that the defendants breached 33

their fiduciary duties to VCB ESOP participants in violation of the Employee Retirement Income Security Act of 1974, as amended. The Company automatically assumed liability of VCB in connection with this litigation as a result of its 2019 acquisition of VCB.

During the fourth quarter of 2023, the Company entered into a settlement agreement with the plaintiff to resolve the VCB ESOP litigation (the "Settlement Agreement"). As provided in the Settlement Agreement, the plaintiff agreed to release the Company, the Bank, and related parties from all claims related to acts or omissions associated with the VCB ESOP. Pursuant to the Settlement Agreement, the Company agreed to make a settlement payment of $6.0 million to a fund for the benefit of VCB ESOP participants, with $5.95 million due after final approval of the Settlement Agreement by the court. In June 2024 the court granted final approval of the Settlement Agreement. This resulted in the ongoing lawsuit being dismissed with prejudice, and all similar claims that were or could have been brought relating to the VCB ESOP released and barred. The Company entered into the Settlement Agreement to eliminate the burden and expense of further litigation and to resolve the claims that were or could have been asserted related to the VCB ESOP. The Company accrued $6.0 million in the third quarter of 2023 in anticipation of this settlement.

Note 13 – Subsequent Events

On July 11, 2024, the holder of the Series C Preferred Stock received regulatory non-objection to exchange the Series C Preferred Stock for common stock as stipulated in the Private Placements. The Company expects the exchange for shares of the Company's common stock will be completed during the third quarter of 2024.

On July 15, 2024, the Company made the $5.95 million payment related to the VCB ESOP litigation pursuant to the Settlement Agreement.

Subsequent to June 30, 2024, the Company received cash payments totaling $1.3 million from the purchaser of the previously noted specialty finance loan classified as held for sale as of June 30, 2024. These cash payments were applied to the book principal balance of the loan as the loan remains on nonaccrual status.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following presents management’s discussion and analysis of the Company’s consolidated financial condition and the results of the Company's operations. This discussion should be read in conjunction with the unaudited consolidated financial statements and the notes thereto included in this Form 10-Q and the audited consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, as amended (the “2023 Form 10-K”). Results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results of operations for the balance of 2024, or for any other period. As used in this report, the terms “the Company,” “we,” “us,” and “our” refer to Blue Ridge Bankshares, Inc. and its consolidated subsidiaries. The term “Bank” refers to Blue Ridge Bank, National Association.

Cautionary Note About Forward-Looking Statements

The Company makes certain forward-looking statements in this Form 10-Q that are subject to risks and uncertainties. These forward-looking statements represent plans, estimates, objectives, goals, guidelines, expectations, intentions, projections, and statements of management’s beliefs concerning future events, business plans, objectives, expected operating results, and the assumptions upon which those statements are based. Forward-looking statements include without limitation, any statement that may predict, forecast, indicate, or imply future results, performance or achievements, and are typically identified with words such as “may,” “could,” “should,” “will,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “aim,” “intend,” “plan,” or words or phases of similar meaning. The Company cautions that the forward-looking statements are based largely on management’s expectations and are subject to a number of known and unknown risks and uncertainties that are subject to change based on factors which are, in many instances, beyond its control. Actual results, performance, or achievements could differ materially from those contemplated, expressed, or implied by the forward-looking statements.

The following factors, among others, could cause the Company’s financial performance to differ materially from that expressed in such forward-looking statements:

  • the strength of the United States economy in general and the strength of the local economies in which the Company conducts operations;

  • the effects of, and changes in, the macroeconomic environment and financial market conditions, including monetary and fiscal policies, interest rates and inflation;

  • the impact of, and the ability to comply with, the terms of the Consent Order, as defined below, with the Office of the Comptroller of the Currency ("OCC"), including the heightened capital requirements and other restrictions therein, and other regulatory directives;

  • the imposition of additional regulatory actions or restrictions for noncompliance with the Consent Order or otherwise;

  • the Company’s involvement in, and the outcome of, any litigation, legal proceedings, or enforcement actions that may be instituted against the Company;

  • reputational risk and potential adverse reactions of the Company’s customers, suppliers, employees, or other business partners;

  • the Company’s ability to manage its fintech relationships, including implementing enhanced controls and procedures, complying with the OCC directives and applicable laws and regulations, maintaining deposit levels and the quality of loans associated with these relationships, and, in certain cases, winding down certain of these partnerships;

  • the quality and composition of the Company’s loan and investment portfolios, including changes in the level of the Company’s nonperforming assets and charge-offs;

  • the Company’s management of risks inherent in its loan portfolio, the credit quality of its borrowers, and the risk of a prolonged downturn in the real estate market, which could impair the value of the Company’s collateral and its ability to sell collateral upon any foreclosure;

  • the ability to maintain adequate liquidity by growing and retaining deposits and secondary funding sources, especially if the Company's or its industry's reputation become damaged;

  • the ability to maintain capital levels adequate to support the Company's business and to comply with OCC directives;

  • the timely development of competitive new products and services and the acceptance of these products and services by new and existing customers;

  • changes in consumer spending and savings habits;

  • the willingness of users to substitute competitors’ products and services for the Company’s products and services;

  • the impact of unanticipated outflows of deposits;

  • technological and social media changes;

  • potential exposure to fraud, negligence, computer theft, and cyber-crime;

  • adverse developments in the financial industry generally, such as recent bank failures, responsive measures to mitigate and manage such developments, related supervisory and regulatory actions and costs, and related impacts on customer and client behavior;

  • changing bank regulatory conditions, policies or programs, whether arising as new legislation or regulatory initiatives, that could lead to restrictions on activities of banks generally, or the Bank in particular, more restrictive regulatory capital requirements, increased costs, including deposit insurance premiums, regulation or prohibition of certain income producing activities or changes in the secondary market for loans and other products;

  • the impact of changes in financial services policies, laws, and regulations, including laws, regulations and policies concerning taxes, banking, securities, real estate and insurance, and the application thereof by regulatory bodies;

  • the effect of changes in accounting standards, policies and practices as may be adopted from time to time;

  • estimates of the fair value and other accounting values, subject to impairment assessments, of certain of the Company’s assets and liabilities;

  • geopolitical conditions, including acts or threats of terrorism and/or military conflicts, or actions taken by the United States or other governments in response to acts or threats of terrorism and/or military conflicts, which could impact business and economic conditions in the United States and abroad;

  • the occurrence or continuation of widespread health emergencies or pandemics, significant natural disasters, severe weather conditions, floods and other catastrophic events; and

  • other risks and factors identified in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections and elsewhere in the 2023 Form 10-K and in this Form 10-Q and in filings the Company makes from time to time with the Securities and Exchange Commission (“SEC”).

The foregoing factors should not be considered exhaustive and should be read together with other cautionary statements that are included in the 2023 Form 10-K and this Form 10-Q, including those discussed in the section entitled "Risk Factors" in those filings. If one or more of the factors affecting forward-looking information and statements proves incorrect, then actual results, performance or achievements could differ materially from those expressed in, or implied by, forward-looking information and statements contained in this Form 10-Q. Therefore, the Company cautions not to place undue reliance on its forward-looking information and statements. The Company will not update the forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking statements. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict their occurrence or how these risks and uncertainties will affect it.

Regulatory Matters

On January 24, 2024, the Bank consented to the issuance of a consent order (the “Consent Order”) with the OCC, the Bank's primary regulator. The Consent Order generally incorporates the provisions of the formal written agreement (the "Written Agreement") entered into between the Bank and the OCC on August 29, 2022, as well as adding new provisions. The Written Agreement principally concerned the Bank’s fintech operations and required 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. The Consent Order adds time frames by which certain of the directives are required, requires the Bank to submit a strategic plan and a capital plan, and places further restrictions on the Company’s fintech operations. The Consent Order also requires the Bank to maintain a leverage ratio of 10.0% and a total capital ratio of 13.0%, referred to as minimum capital ratios. Complete copies of the Written Agreement and the Consent Order are included as Exhibits 10.14 and 10.15, respectively, to the 2023 Form 10-K.

Private Placements

On April 3, 2024 and June 13, 2024, the Company closed private placements in which it issued and sold shares of its common and preferred stock for gross proceeds of $150.0 million and $11.6 million, respectively (collectively, the "Private Placements"). At a special meeting of shareholders held June 20, 2024, the Company’s shareholders approved the conversion of the preferred shares issued in the Private Placements into shares of the Company’s common stock. On June 28, 2024, all outstanding shares of the Company’s Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series B (the "Series B Common Stock") were automatically converted into shares of the Company’s common stock. The outstanding shares of the Company’s Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series C (the “Series C Preferred Stock”), remained outstanding at June 30, 2024. Subsequent to June 30, 2024, the holder of Series C Preferred Stock received regulatory non-objection to exchange the Series C Preferred Stock for common stock as stipulated in the Private Placements. The Company expects the exchange for shares of the Company's common stock will be completed during the third quarter of 2024. Capital proceeds received, net of issuance costs, from the Private Placements totaled $152.5 million.

The Private Placements also included the issuance of warrants for 6,549 shares of Series B Preferred Stock and warrants for 1,411 shares of Series C Preferred Stock. Each warrant can be exercised to purchase shares at a price of $10 thousand per share. On June 28, 2024, the warrants for preferred stock converted to warrants for common stock, except the Series C Preferred Stock warrants for the reasons noted above relating to the Series C Preferred Stock. The conversion rate on the warrants from preferred stock to common stock was 4,000 shares of common per preferred share. The warrants have 5-year terms and expire April 3, 2029. Holders of the warrants may exercise them in whole or in part and may utilize an option for cashless exercise for a net number of shares.

The Company intends to use the capital from the Private Placements to propel its near-term strategic initiatives, which include repositioning business lines, supporting organic growth, and further enhancing the Bank’s capital levels, including compliance with the minimum capital ratios set forth in the Bank’s Consent Order with the OCC, which requires the Bank to maintain a tier 1 leverage ratio of 10.0% and a total risk-based capital ratio of 13.0%. As of June 30, 2024, the Bank’s capital ratios exceeded these minimum capital ratios.

Restatement

On October 31, 2023, the Company and the Audit Committee of its board of directors, after consultation with the Company’s independent registered public accounting firm and the OCC, determined that certain specialty finance loans that, as previously disclosed, were placed on nonaccrual, reserved for, or charged off in the interim periods ended March 31, 2023 and June 30, 2023 should have been reported as nonaccrual, reserved for, or charged off in earlier periods. On November 14, 2023, the Company filed amendments to its annual report on Form 10-K for the year ended December 31, 2022 and its quarterly reports on Form 10-Q for the periods ended March 31, 2023 and June 30, 2023 to restate the consolidated financial statements included therein.

The Company does not believe that the restatements reflect any significant financial impact on the Company's financial condition as of June 30, 2024, or any trends in the Company's business or its prospects. The consolidated financial statements included in this Quarterly Report on Form 10-Q reflect the effects of the aforementioned restatement as of and for the period ended June 30, 2024.

General

There were no changes to the Critical Accounting Policies disclosed in Item 7 of the 2023 Form 10-K.

Certain amounts presented in the consolidated financial statements of prior periods have been reclassified to conform to current year presentations. The reclassifications had no effect on net income, net income per share, total assets, total liabilities, or stockholders’ equity as previously reported.

Comparison of Financial Condition as of June 30, 2024 and December 31, 2023

Total assets were $2.93 billion as of June 30, 2024, a decrease of $184.5 million from $3.12 billion as of December 31, 2023. Most of this decrease was attributable to a decline in loans held for investment, which decreased $171.7 million to $2.26 billion as of June 30, 2024 from $2.43 billion as of December 31, 2023. The Company previously announced it would exit its fintech depository (“banking-as-a-service” or “BaaS”) operations. The Company has purposely and selectively reduced assets to meet the liquidity needs of exiting BaaS operations and expects to do so in the future as it continues to execute its plan to wind down BaaS operations. The allowance for credit losses ("ACL") declined $7.9 million to $28.0 million as of June 30, 2024 from $35.9 million as of December 31, 2023, primarily attributable to a $9.4 million charge-off of a reserve held for a specialty finance loan that was reclassified to loans held for sale, as the Bank entered into an agreement to sell the loan.

Total deposits as of June 30, 2024 were $2.33 billion, a net decrease of $240.2 million from December 31, 2023. The decrease in the first six months of 2024 was primarily due to a decrease of $245.3 million of interest-bearing fintech deposits, partially offset by higher time deposit balances of $86.9 million. Total deposits related to fintech relationships decreased by $259.2 million to $206.6 million as of June 30, 2024 from $465.9 million as of December 31, 2023, and represented 8.9% and 18.2% of total deposits as of the same respective dates. In the first half of 2024, core deposits, which exclude fintech-related and wholesale deposits, increased $69.8 million.

Total stockholders’ equity increased by $139.6 million to $325.6 million as of June 30, 2024 compared to $186.0 million at December 31, 2023, primarily due to the closing of the Private Placements in the second quarter of 2024.

Comparison of Results of Operations for the Three and Six Months Ended June 30, 2024 and 2023

For the three months ended June 30, 2024, the Company reported a net loss of $11.4 million, or ($0.47) per diluted common share, compared to a net loss of $8.6 million, or ($0.45) per diluted common share, for the three months ended June 30, 2023.

For the six months ended June 30, 2024, the Company reported a net loss of $14.3 million, or ($0.66) per diluted common share, compared to a net loss of $4.6 million, or ($0.25) per diluted common share, for the six months ended June 30, 2023.

The net loss for the three and six months ended June 30, 2024 included a $6.7 million after-tax negative fair value adjustment recorded for an equity investment in a fintech company. The net loss for the three and six months ended June 30, 2024 also included $1.1 million and $3.2 million, respectively, of after tax-costs incurred for professional services related to regulatory remediation efforts in connection with the Consent Order, compared to $1.8 million and $2.7 million, respectively, of after tax-costs incurred for the same periods in 2023 in connection with the Written Agreement.

Net Interest Income. Net interest income is the amount by which interest earned on interest-earning assets exceeds the interest paid on interest-bearing liabilities and is the Company’s primary revenue source. Net interest income is thereby affected by overall balance sheet size, changes in interest rates, and changes in the mix of investments, loans, deposits, and borrowings. The Company’s principal interest-earning assets are loans to businesses, real estate investors, and individuals, and investment securities. Interest-bearing liabilities consist primarily of negotiable order of withdrawal and savings accounts, money market accounts, certificates of deposit, and Federal Home Loan Bank of Atlanta (“FHLB”) advances. A common net interest income measure is net interest margin. Net interest margin represents the difference between interest income and interest expense calculated as a percentage of average interest-earning assets.

The following table presents the average balance sheets for the three months ended June 30, 2024 and 2023. Also shown are the amounts of interest earned on interest-earning assets, with related tax-equivalent yields, and interest expense on interest-bearing liabilities, with related rates, as well as a volume and rate analysis of changes in net interest income for the periods stated.
2023 Total<br>Increase/ Increase/(Decrease)<br>Due to
(Dollars in thousands) Interest Yield/<br>Rate (1) Average<br>Balance Interest Yield/<br>Rate (1) (Decrease) Volume (2) Rate (2)
Average Assets
Taxable securities 324,381 $ 2,399 2.96 % $ 367,814 $ 2,543 2.77 % $ (144 ) $ (300 ) $ 156
Tax-exempt securities (3) 12,570 80 2.55 % 20,713 121 2.34 % (41 ) (48 ) 7
Total securities 336,951 2,479 2.94 % 388,527 2,664 2.74 % (185 ) (348 ) 163
Interest-earning deposits in other banks 135,283 1,891 5.59 % 121,248 1,452 4.79 % 439 168 271
Federal funds sold 6,079 83 5.46 % 3,539 45 5.09 % 38 32 6
Loans held for sale 64,379 2,212 13.74 % 56,102 1,928 13.75 % 284 284 —
Loans held for investment (4,5,6) 2,343,495 33,984 5.80 % 2,494,688 36,399 5.84 % (2,415 ) (2,206 ) (209 )
Total average interest-earning assets 2,886,187 40,649 5.63 % 3,064,104 42,488 5.55 % (1,839 ) (2,069 ) 230
Less: allowance for credit losses (34,594 ) (31,151 )
Total noninterest-earning assets 233,544 244,330
Total average assets 3,085,137 $ 3,277,283
Average Liabilities and Stockholders’ Equity:
Interest-bearing demand, money market, and savings 958,671 $ 6,170 2.57 % $ 1,347,499 $ 8,860 2.63 % $ (2,690 ) $ (2,557 ) $ (133 )
Time (7) 980,324 11,102 4.53 % 661,259 5,764 3.49 % 5,338 2,781 2,557
Total interest-bearing deposits 1,938,995 17,272 3.56 % 2,008,758 14,624 2.91 % 2,648 225 2,423
FHLB borrowings 221,359 2,410 4.35 % 262,345 2,958 4.51 % (548 ) (462 ) (86 )
FRB borrowings 27,857 313 4.49 % 35,714 439 4.92 % (126 ) (97 ) (29 )
Subordinated notes and other borrowings (8) 39,860 551 5.53 % 39,905 548 5.49 % 3 (1 ) 4
Total average interest-bearing liabilities 2,228,071 20,546 3.69 % 2,346,722 18,569 3.17 % 1,977 (335 ) 2,312
Noninterest-bearing demand deposits 494,762 638,274
Other noninterest-bearing liabilities 44,262 35,170
Stockholders' equity 318,042 257,117
Total average liabilities and stockholders’ equity 3,085,137 $ 3,277,283
Net interest income and margin (9) $ 20,103 2.79 % $ 23,919 3.12 % $ (3,816 ) $ (1,734 ) $ (2,081 )
Cost of funds (10) 3.02 % 2.49 %
Net interest spread (11) 1.95 % 2.38 %
(1) Annualized.
(2) Change in income/expense due to both volume and rate has been allocated in proportion to the absolute dollar amounts of the change in each.
(3) Computed on a fully taxable equivalent basis assuming a 21% and 22.65% income tax rate for the three months ended June 30, 2024 and 2023, respectively.
(4) Includes deferred loan fees/costs.
(5) Non-accrual loans have been included in the computations of average loan balances.
(6) Includes accretion of fair value adjustments (discounts) on acquired loans of 274 thousand and 463 thousand for the three months ended June 30, 2024 and 2023, respectively.
(7) Includes amortization of fair value adjustments (premiums) on assumed time deposits of 81 thousand and 222 thousand for the three months ended June 30, 2024 and 2023, respectively.
(8) Includes amortization of fair value adjustments (premiums) on assumed subordinated notes of 25 thousand for both the three months ended June 30, 2024 and 2023, respectively.
(9) Net interest margin is net interest income divided by average interest-earning assets.
(10) Cost of funds is total interest expense divided by total interest-bearing liabilities and non-interest bearing demand deposits.
(11) Net interest spread is the yield on average interest-earning assets less the cost of average interest-bearing liabilities.

All values are in US Dollars.

Average interest-earning assets were $2.89 billion for the three months ended June 30, 2024 compared to $3.06 billion for the same period of 2023, a $177.9 million decrease. This decrease was primarily attributable to declines in average balances of loans held for investment and securities, which decreased $151.2 million and $51.6 million, respectively, partially offset by higher average balances of interest-earning deposits in other banks and loans held for sale. Total interest income (on a taxable equivalent basis) decreased $1.8 million for the three-month period ended June 30, 2024 from the same period of 2023. This decrease was primarily due to lower average balances of loans, which declined $151.2 million. Lower yields in the 2024 period were primarily attributable to lower volume and lower accretion of purchase accounting adjustments (discounts) on acquired loans. Interest income for the three months ended June 30, 2024 and 2023 included accretion of discounts on acquired loans of $274 thousand and $463 thousand, respectively.

Average interest-bearing liabilities were $2.23 billion for the three months ended June 30, 2024 compared to $2.35 billion for the same period of 2023, a $118.7 million decrease. Interest expense increased by $2.0 million to $20.5 million for the three months ended June 30, 2024 compared to the same period of 2023. Cost of interest-bearing

liabilities increased to 3.69% for the second quarter of 2024 from 3.17% for the second quarter of 2023, while total cost of funds was 3.02% and 2.49% for the same respective periods. Higher cost of funds in the 2024 period was primarily due to higher rates on time deposits, particularly brokered time deposits the Company began issuing late in the first quarter of 2023 to increase liquidity in response to financial industry events and in anticipation of the wind down of fintech BaaS operations. Interest expense in the second quarters of 2024 and 2023 included the amortization of fair value adjustments (premium) on assumed time deposits of $81 thousand and $222 thousand, respectively, which was a reduction to interest expense.

Net interest income (on a taxable equivalent basis) for the three months ended June 30, 2024 was $20.1 million compared to $23.9 million for the same period in 2023, a decrease of $3.8 million. Net interest margin was 2.79% and 3.12% for the second quarters of 2024 and 2023, respectively. Accretion and amortization of purchase accounting adjustments had a 5 and 9 basis point positive effect on net interest margin for the same respective periods.

The following table presents the average balance sheets for the six months ended June 30, 2024 and 2023. Also shown are the amounts of interest earned on interest-earning assets, with related tax-equivalent yields, and interest expense on interest-bearing liabilities, with related rates, as well as a volume and rate analysis of changes in net interest income for the periods stated.
2023 Total<br>Increase/ Increase/(Decrease)<br>Due to
(Dollars in thousands) Interest Yield/<br>Rate (1) Average<br>Balance Interest Yield/<br>Rate (1) (Decrease) Volume (2) Rate (2)
Average Assets
Taxable securities 331,110 $ 4,837 2.92 % $ 371,270 $ 5,171 2.79 % $ (334 ) $ (559 ) $ 225
Tax-exempt securities (3) 12,596 157 2.49 % 20,719 239 2.31 % (82 ) (94 ) 12
Total securities 343,706 4,994 2.91 % 391,989 5,410 2.76 % (416 ) (653 ) 237
Interest-earning deposits in other banks 132,324 3,447 5.21 % 114,469 2,393 4.18 % 1,054 373 681
Federal funds sold 7,874 213 5.41 % 6,200 144 4.65 % 69 39 30
Loans held for sale 61,012 4,132 13.54 % 48,107 3,412 14.19 % 720 915 (195 )
Loans held for investment (4,5,6) 2,381,423 70,410 5.91 % 2,501,468 72,046 5.76 % (1,636 ) (3,457 ) 1,821
Total average interest-earning assets 2,926,339 83,196 5.69 % 3,062,233 83,405 5.45 % (209 ) (2,783 ) 2,574
Less: allowance for credit losses (35,234 ) (27,954 )
Total noninterest-earning assets 233,679 239,584
Total average assets 3,124,784 $ 3,273,863
Average Liabilities and Stockholders’ Equity:
Interest-bearing demand, money market, and savings 1,035,366 $ 13,838 2.67 % $ 1,317,834 $ 17,119 2.60 % $ (3,281 ) $ (3,669 ) $ 388
Time (7) 975,637 21,919 4.49 % 587,858 8,836 3.01 % 13,083 5,829 7,254
Total interest-bearing deposits 2,011,003 35,757 3.56 % 1,905,692 25,955 2.72 % 9,802 2,159 7,643
FHLB borrowings 222,592 4,779 4.29 % 295,102 6,768 4.59 % (1,989 ) (1,663 ) (326 )
FRB borrowings 46,429 1,080 4.65 % 17,958 439 4.89 % 641 696 (55 )
Subordinated notes and other borrowings (8) 39,853 1,112 5.58 % 39,916 1,102 5.52 % 10 (2 ) 12
Total average interest-bearing liabilities 2,319,877 42,728 3.68 % 2,258,668 34,264 3.03 % 8,464 1,191 7,273
Noninterest-bearing demand deposits 507,619 723,131
Other noninterest-bearing liabilities 46,317 34,947
Stockholders' equity 250,971 257,117
Total average liabilities and stockholders’ equity 3,124,784 $ 3,273,863
Net interest income and margin (9) $ 40,468 2.77 % $ 49,141 3.21 % $ (8,673 ) $ (3,974 ) $ (4,699 )
Cost of funds (10) 3.02 % 2.30 %
Net interest spread (11) 2.00 % 2.41 %
(1) Annualized.
(2) Change in income/expense due to both volume and rate has been allocated in proportion to the absolute dollar amounts of the change in each.
(3) Computed on a fully taxable equivalent basis assuming a 21% and 22.65% income tax rate for the six months ended June 30, 2024 and 2023, respectively.
(4) Includes deferred loan fees/costs.
(5) Non-accrual loans have been included in the computations of average loan balances.
(6) Includes accretion of fair value adjustments (discounts) on acquired loans of 603 thousand and 1.2 million for the six months ended June 30, 2024 and 2023, respectively.
(7) Includes amortization of fair value adjustments (premiums) on assumed time deposits of 178 thousand and 506 thousand for the six months ended June 30, 2024 and 2023, respectively.
(8) Includes amortization of fair value adjustments (premiums) on assumed subordinated notes of 50 thousand for both the six months ended June 30, 2024 and 2023.
(9) Net interest margin is net interest income divided by average interest-earning assets.
(10) Cost of funds is total interest expense divided by total interest-bearing liabilities and non-interest bearing demand deposits.
(11) Net interest spread is the yield on average interest-earning assets less the cost of average interest-bearing liabilities.

All values are in US Dollars.

Average interest-earning assets were $2.93 billion for the six months ended June 30, 2024 compared to $3.06 billion for the same period of 2023, a $135.9 million decrease. This decrease was primarily attributable to declines in average balances of loans held for investment and securities, which decreased $120.0 million and $48.3 million, respectively, partially offset by higher average balances of interest-earning deposits in other banks and loans held for sale. Total interest income (on a taxable equivalent basis) decreased $209 thousand for the six-month period ended June 30, 2024 from the same period of 2023. This decrease was primarily due to lower average balances on loans held for investment, in addition to lower accretion of purchase accounting adjustments (discounts) on acquired loans. Interest income on loans held for investment for the six-month period ended June 30, 2024 included $671 thousand of interest received as a result of the payoff of a nonaccrual loan, which had a 6 and 5 basis point positive effect on the yield on loans held for investment and net interest margin, respectively. Interest income for the six months ended June 30, 2024 and 2023 included accretion of discounts on acquired loans of $603 thousand and $1.2 million, respectively.

Average interest-bearing liabilities were $2.32 billion for the six months ended June 30, 2024 compared to $2.26 billion for the same period of 2023, a $61.2 million increase. Interest expense increased by $8.5 million to $42.7 million for the six months ended June 30, 2024 compared to the same period of 2023. Cost of interest-bearing liabilities increased to 3.68% for the second half of 2024 from 3.03% for the second half of 2023, while cost of funds were 3.02% and 2.30% for the same respective periods. Higher cost of funds in the 2024 period was primarily due to higher market interest rates and a shift in the mix of average interest-bearing liabilities, partially to higher cost wholesale funding sources. Interest expense in the first halves of 2024 and 2023 included the amortization of fair value adjustments (premium) on assumed time deposits of $178 thousand and $506 thousand, respectively, which was a reduction to interest expense.

Net interest income (on a taxable equivalent basis) was $40.5 million for the six months ended June 30, 2024 compared to $49.1 million the same period in 2023. Net interest margin was 2.77% and 3.21% for the first halves of 2024 and 2023, respectively. Accretion and amortization of purchase accounting adjustments had a 6 basis point and 11 basis point positive effect on net interest margin for the same respective periods.

Provision for Credit Losses. The Company recorded a provision for credit losses of $3.1 million in the second quarter of 2024 compared to $10.0 million in the second quarter of 2023. Provision for credit losses for the first halves of 2024 and 2023 was $2.1 million and $8.5 million, respectively. The provision in the second quarter of 2024 was related primarily to certain purchased loans and increased reserves for the non-guaranteed portion of government guaranteed loans, which offset lower reserve needs due to loan portfolio balance reductions. Provision for credit losses in the 2023 periods was primarily attributable to specific reserves on the previously reported group of specialty finance loans, partially offset by a credit (benefit) to provision for credit losses on lower balances of unfunded commitments.

Noninterest Income. The following table presents a summary of noninterest income and the dollar and percentage change for the periods presented.

For the three months ended
(Dollars in thousands) June 30, 2024 June 30, 2023 Change Change %
Fair value adjustments of other equity investments $ (8,537 ) $ (281 ) ) 2,938.1 %
Residential mortgage banking income 3,090 3,145 ) (1.7 %)
Mortgage servicing rights 2,019 1,150 75.6 %
Gain on sale of guaranteed government loans 11 2,384 ) (99.5 %)
Wealth and trust management 623 462 34.8 %
Service charges on deposit accounts 423 349 21.2 %
Increase in cash surrender value of bank owned life insurance 333 292 14.0 %
Bank and purchase card, net 513 560 ) (8.4 %)
Other 1,833 1,675 9.4 %
Total noninterest income $ 308 $ 9,736 ) (96.8 %)

All values are in US Dollars.

For the six months ended
(Dollars in thousands) June 30, 2024 June 30, 2023 Change Change %
Fair value adjustments of other equity investments $ (8,544 ) $ (332 ) ) 2,473.5 %
Residential mortgage banking income 5,754 6,344 ) (9.3 %)
Mortgage servicing rights 2,748 (746 ) (468.4 %)
Gain on sale of guaranteed government loans 121 4,793 ) (97.5 %)
Wealth and trust management 1,143 894 27.9 %
Service charges on deposit accounts 821 692 18.6 %
Increase in cash surrender value of bank owned life insurance 670 574 16.7 %
Bank and purchase card, net 755 900 ) (16.1 %)
Other 4,665 3,900 19.6 %
Total noninterest income $ 8,133 $ 17,019 ) (52.2 %)

All values are in US Dollars.

Noninterest income in the three and six months ended June 30, 2024 included a $8.5 million negative fair value adjustment of an equity investment the Company holds in a fintech company. Lower gain on sale of guaranteed government loans in the 2024 periods was attributable to less favorable secondary market conditions and a significant decrease in the number of lending officers on the guaranteed government production team, which aligns with the Company’s enhanced focus on lending opportunities within its core geographic market. Mortgage servicing rights ("MSR") assets had more favorable fair value adjustments in the 2024 periods, driven primarily by higher longer-term interest rate expectations.

Noninterest Expense. The following tables present a summary of noninterest expense and the dollar and percentage change for the periods stated.

For the three months ended
(Dollars in thousands) June 30, 2024 June 30, 2023 Change Change %
Salaries and employee benefits $ 14,932 $ 14,518 2.9 %
Occupancy and equipment 1,303 1,913 ) (31.9 %)
Data processing 896 1,131 ) (20.8 %)
Legal and regulatory filings 363 2,753 ) (86.8 %)
Advertising and marketing 183 337 ) (45.7 %)
Communications 1,436 1,171 22.6 %
Audit and accounting fees 295 503 ) (41.4 %)
FDIC insurance 1,817 1,246 45.8 %
Intangible amortization 276 335 ) (17.6 %)
Other contractual services 1,760 3,218 ) (45.3 %)
Other taxes and assessments 588 803 ) (26.8 %)
Regulatory remediation 1,397 2,388 ) (41.5 %)
Other 4,098 3,736 9.7 %
Total noninterest expense $ 29,344 $ 34,052 ) (13.8 %)

All values are in US Dollars.

For the six months ended
(Dollars in thousands) June 30, 2024 June 30, 2023 Change Change %
Salaries and employee benefits $ 30,977 $ 29,807 3.9 %
Occupancy and equipment 2,827 3,482 ) (18.8 %)
Data processing 2,002 2,477 ) (19.2 %)
Legal and regulatory filings 810 3,987 ) (79.7 %)
Advertising and marketing 480 623 ) (23.0 %)
Communications 2,609 2,302 13.3 %
Audit and accounting fees 1,450 649 123.4 %
FDIC insurance 3,194 1,975 61.7 %
Intangible amortization 563 690 ) (18.4 %)
Other contractual services 3,477 4,157 ) (16.4 %)
Other taxes and assessments 1,531 1,605 ) (4.6 %)
Regulatory remediation 4,041 3,522 14.7 %
Other 7,857 7,623 3.1 %
Total noninterest expense $ 61,818 $ 62,899 ) (1.7 %)

All values are in US Dollars.

Excluding regulatory remediation, noninterest expense decreased $3.7 million and $1.6 million for the three and six months ended June 30, 2024, respectively, compared to the same periods of 2023. Lower legal and regulatory filings expenses in the 2024 periods were the result of legal costs associated with the Virginia Community Bankshares, Inc. Employee Stock Ownership Plan litigation incurred in the 2023 periods. Lower other contractual services expenses in the 2024 period were due to the reduction in the use of third-party resources in the Bank Secrecy Act/Anti-Money Laundering (“BSA/AML”) area, as these resources were complementing internal resources in meeting the Bank’s BSA/AML requirements for the fintech BaaS operations. Higher audit and accounting fees in the first half of 2024 were primarily due to outsourced internal audits and assessments related to fintech operations. Higher Federal Deposit Insurance Corporation ("FDIC") insurance expense in the 2024 periods was primarily due to lower profitability and regulatory capital levels, which increase the insurance assessment rate. Other noninterest expense in the second quarter of 2024 also included approximately $940 thousand of excise taxes related to the surrender of bank-owned life insurance policies in the period. Regulatory remediation expenses in the second quarter of 2024 were approximately half of the amount in the first quarter of 2024, which reflect the reduction in the use of third-party resources in the BSA/AML area, as the Bank completes certain requirements under the Consent Order.

Income Tax Expense. Income tax benefit for the three months ended June 30, 2024 was $616 thousand compared to income tax benefit of $1.8 million for the same period of 2023, resulting in an effective income tax rate of 5.1% and 17.5%, respectively. Income tax benefit for the six months ended June 30, 2024 was $1.0 million compared to income tax benefit of $654 thousand for the same period in 2023, resulting in effective tax rates of 6.7% and 12.3% for the same respective periods. Lower effective income tax rates in the 2024 periods were primarily attributable to $2.0 million of provision expense recognized in the second quarter of 2024 upon surrendering bank-owned life insurance policies, representing the tax effect of the life-to-date income earned on the policies. Taxes on such earnings were previously permanently deferred but became subject to tax upon the surrender of the policies.

Analysis of Financial Condition

Loan Portfolio. The Company makes loans to commercial entities and to individuals. Loan terms vary as to interest rate, repayment, and collateral requirements based on the type of loan and the creditworthiness of the borrower. Credit risk tends to be geographically concentrated in that a majority of the loans are to borrowers located in the markets served by the Company. All loans are underwritten within specific lending policy guidelines that are designed to maximize the Company’s profitability within an acceptable level of business risk.

The following table presents the Company’s loan portfolio by category of loan and the percentage of loans in each category to total loans as of the dates stated.

June 30, 2024 December 31, 2023
(Dollars in thousands) Amount Percent Amount Percent
Commercial and industrial $ 401,589 17.8 % $ 508,944 21.0 %
Real estate – construction, commercial 135,517 6.0 % 180,052 7.4 %
Real estate – construction, residential 55,849 2.5 % 75,832 3.1 %
Real estate – commercial 879,098 38.8 % 870,540 35.8 %
Real estate – residential 727,246 32.2 % 730,110 30.1 %
Real estate – farmland 5,717 0.3 % 5,470 0.2 %
Consumer 53,427 2.4 % 59,169 2.4 %
Gross loans held for investment 2,258,443 100.0 % 2,430,117 100.0 %
Less: deferred loan fees, net of costs 836 830
Gross loans held for investment, net of deferred loans fees 2,259,279 2,430,947
Less: allowance for credit losses (28,036 ) (35,983 )
Net loans $ 2,231,243 $ 2,394,964
Loans held for sale<br>   (not included in totals above) $ 54,377 $ 46,337

The following table presents the Company’s portfolio of commercial real estate loans by property type as of the dates stated.

June 30, 2024 December 31, 2023
(Dollars in thousands) Amount Percent Amount Percent
Commercial real estate – owner occupied $ 207,788 23.7 % $ 210,233 24.1 %
Commercial real estate – non-owner occupied
Multifamily 189,382 21.5 % 162,888 18.7 %
Hospitality 129,104 14.7 % 136,679 15.7 %
Retail 111,858 12.7 % 118,638 13.6 %
Office 68,636 7.8 % 71,717 8.2 %
Mixed use 49,953 5.7 % 54,590 6.3 %
Warehouse and industrial 41,361 4.7 % 40,643 4.7 %
Other 81,016 9.2 % 75,152 8.6 %
Total real estate – commercial $ 879,098 100.0 % $ 870,540 100.0 %

The following table presents the remaining maturities, based on contractual maturity, by loan type and by rate type (variable or fixed), as of June 30, 2024.

Variable rate Fixed rate
(Dollars in thousands) Total Maturities One Year<br>or Less Total 1-5 years 5-15 years More than 15 years Total 1-5 years 5-15 years More than 15 years
Commercial and industrial $ 401,589 $ 73,273 $ 186,313 $ 159,606 $ 25,093 $ 1,614 $ 142,003 $ 53,182 $ 70,148 $ 18,673
Real estate – construction, commercial 135,517 24,086 90,011 16,904 15,031 58,076 21,420 18,740 1,084 1,596
Real estate – construction, residential 55,849 16,693 14,036 13,182 62 792 25,120 12,434 — 12,686
Real estate – commercial 879,098 81,333 470,241 85,424 202,456 182,361 327,524 197,920 121,545 8,059
Real estate – residential 727,246 19,029 419,364 12,406 78,305 328,653 288,853 36,157 35,026 217,670
Real estate – farmland 5,717 708 2,110 167 244 1,699 2,899 1,849 333 717
Consumer loans 53,427 2,150 7,304 7,206 98 — 43,973 29,087 14,884 2
Gross loans $ 2,258,443 $ 217,272 $ 1,189,379 $ 294,895 $ 321,289 $ 573,195 $ 851,792 $ 349,369 $ 243,020 $ 259,403

Allowance for Credit Losses. In determining the adequacy of the Company’s ACL, management makes estimates based on facts available at the time the ACL is determined. Such estimation requires significant judgment at the time made. Management believes that the Company’s ACL was adequate as of June 30, 2024 and December 31, 2023. There can be no assurance, however, that adjustments to the ACL will not be required in the future. Changes in the economic assumptions underlying management’s estimates and judgments; adverse developments in the economy, on a national basis or in the Company’s market area; and changes in the circumstances of particular borrowers are criteria, among others, that could increase the level of the ACL required, resulting in charges to the provision for credit losses for loans. In addition, bank regulatory agencies periodically review the Bank's ACL and may, on occasion, require an increase in the ACL or the recognition of further loan charge-offs, based on their judgment of the facts at the time of their review that may differ than that of management.

The following table presents an analysis of the change in the ACL by loan type as of the dates and for the periods stated.

As of and for the three months ended As of and for the six months ended
(Dollars in thousands) June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023
Allowance for credit losses, beginning of period $ 35,025 $ 35,961 $ 35,893 $ 30,740
Impact of ASC 326 adoption — — — 7,418
Charge-offs
Commercial (11,982 ) (7,326 ) (13,939 ) (8,125 )
Consumer (628 ) (1,694 ) (1,373 ) (2,204 )
Total charge-offs (12,610 ) (9,020 ) (15,312 ) (10,329 )
Recoveries
Commercial 1,829 887 3,360 1,005
Consumer 192 126 495 230
Total recoveries 2,021 1,013 3,855 1,235
Net charge-offs (10,589 ) (8,007 ) (11,457 ) (9,094 )
Provision for credit losses - loans 3,600 10,613 3,600 9,503
Allowance for credit losses, end of period $ 28,036 $ 38,567 $ 28,036 $ 38,567
Ratio of net charge-offs to average loans outstanding during period:
Commercial 2.62 % 1.64 % 2.67 % 0.89 %
Consumer 0.22 % 0.68 % 0.44 % 0.44 %
Total loans 1.81 % 1.29 % 1.93 % 0.73 %

As a result of an agreement the Company executed in the second quarter of 2024 to sell a nonperforming, specialty finance loan to a third party, the Company reclassified this loan from loans held for investment to loans held for sale in the same period at its estimated fair value and recorded a charge-off of substantially all of the reserve held on the loan, which was provisioned for in prior years. The charge-off was approximately $9.4 million and is included in the commercial charge-off lines above for both the three and six-month periods ended June 30, 2024.

The ACL includes specific reserves for individually evaluated loans and a general allowance applicable to all loan categories; however, management has allocated the ACL by loan type to provide an indication of the relative risk characteristics of the loan portfolio. The allocation is an estimate and should not be interpreted as an indication that charge-offs will occur in these amounts, or that the allocation indicates future trends, and does not restrict the usage of the allowance for any specific loan or category. The following presents the allocation of the ACL by loan category and the percentage of loans in each category to total loans as of the dates stated.

June 30, 2024 December 31, 2023
(Dollars in thousands) ACL Amount % of<br>Loans ACL Amount % of<br>Loans
Commercial and industrial $ 6,917 17.8 % $ 13,787 21.0 %
Real estate – construction, commercial 3,188 6.0 % 4,024 7.4 %
Real estate – construction, residential 737 2.5 % 1,094 3.1 %
Real estate – commercial 10,262 38.8 % 9,929 35.8 %
Real estate – residential 6,239 32.2 % 6,286 30.1 %
Real estate – farmland 18 0.3 % 15 0.2 %
Consumer 675 2.4 % 758 2.4 %
Total $ 28,036 100.0 % $ 35,893 100.0 %

Nonperforming Assets. The following table presents a summary of nonperforming assets and various measures as of the dates stated.

(Dollars in thousands) June 30, 2024 December 31, 2023
Nonaccrual loans held for sale $ 14,387 $ —
Nonaccrual loans held for investment 23,671 60,026
Loans past due 90 days and still accruing 3,127 3,037
Total nonperforming loans $ 41,185 $ 63,063
ACL $ 28,036 $ 35,893
Loans held for sale $ 54,377 $ 46,337
Loans held for investment 2,259,279 2,430,947
Total loans $ 2,313,656 $ 2,477,284
Total assets $ 2,933,072 $ 3,117,554
ACL to total loans held for investment 1.24 % 1.48 %
ACL to nonaccrual loans 73.67 % 59.80 %
ACL to nonperforming loans 68.07 % 56.92 %
Nonaccrual loans to total loans 1.64 % 2.42 %
Nonperforming loans to total loans 1.78 % 2.55 %
Nonperforming loans to total assets 1.40 % 2.02 %

The previously noted specialty finance loan's carrying value was $14.4 million and $32.8 million as of June 30, 2024 and December 31, 2023, respectively, and is included in the nonperforming loan held for sale amount in the table above. In the first half of 2024, the Company received approximately $9.0 million of cash payments which were applied to the book principal balance of this loan. Remaining payments pursuant to the loan sale agreement are to occur over a period of time, with the sale expected to consummate in the third quarter of 2024.

Nonperforming loans, which include nonaccrual loans and loans past due 90 days and still accruing interest, decreased $21.9 million from December 31, 2023 to $41.2 million as of June 30, 2024. This decline primarily reflects payments received on and a charge-off of substantially all of the reserve related to the previously noted specialty finance loan.

The remaining purchase accounting adjustments (discounts) related to loans acquired by the Company were $4.4 million and $5.1 million at June 30, 2024 and December 31, 2023, respectively.

Modified Loans. The Company granted one loan modification to a borrower experiencing financial difficulties during the six months ended June 30, 2024. The total recorded investment of previously modified loans within the 12 months preceding June 30, 2024, was $19.9 million, or 0.88% of gross loans held for investment, of which $17.9 million were on nonaccrual status as of the same date.

Investment Securities. The investment portfolio is used as a source of interest income, credit risk diversification, and liquidity, as well as to provide collateral for borrowings. Securities in the investment portfolio classified as securities AFS may be sold in response to changes in market interest rates, changes in the security's prepayment risk, general liquidity needs, such as funding loans and deposits, and other similar factors, and are carried at estimated fair value. The fair value of the Company’s AFS investment securities portfolio was $307.4 million as of June 30, 2024, a decrease of $13.7 million from $321.1 million at December 31, 2023, primarily due to the sale of several mortgage backed securities, in addition to amortization. As a result of elevated market interest rates, the Company’s portfolio of AFS securities had an unrealized loss of approximately $57.5 million as of June 30, 2024.

As of June 30, 2024 and December 31, 2023, the majority of the investment securities portfolio consisted of securities rated as investment grade by a leading rating agency. Investment grade securities are judged to have a low risk of default. At June 30, 2024 and December 31, 2023, securities with a fair value of $266.7 million and $35.9 million, respectively, were pledged to secure the Bank’s borrowing facility with the FHLB.

The Company reviews its AFS investment securities portfolio for potential credit losses at least quarterly. AFS investment securities with unrealized losses are generally a result of pricing changes due to changes in the current interest rate environment and not as a result of permanent credit impairment. The Company does not intend to sell, nor does it believe that it will be required to sell, any of its temporarily impaired AFS securities prior to the recovery of the amortized cost. No ACL has been recognized for AFS securities as of both June 30, 2024 and December 31, 2023.

Restricted equity investments consisted of stock in the FHLB (carrying basis $11.9 million and $12.3 million at June 30, 2024 and December 31, 2023, respectively), stock in the Federal Reserve Bank of Richmond (the "FRB") (carrying value of $5.9 million at both June 30, 2024 and December 31, 2023), and stock in the Company’s correspondent bank (carrying value of $468 thousand at both June 30, 2024 and December 31, 2023). Restricted equity investments are carried at cost.

The Company also has various other equity investments, including an investment in a fintech company and limited partnerships, totaling $4.4 million and $12.9 million as of June 30, 2024 and December 31, 2023, respectively. The Company reports such investments at fair value if observable market transactions have occurred in similar securities, resulting in a new carrying value that is evaluated for impairment no less than quarterly. These impairment analyses may include quantitative and/or qualitative information obtained either directly from the investee, a third-party broker, or a third-party valuation firm. If a potential impairment has been identified, the carrying value of the investment would be written down to its estimated fair market value through a charge to earnings. In the second quarter of 2024, the Company identified potential impairment triggers related to its holdings, mainly due to regulatory pressures on banks partnering with fintech companies in the BaaS sector. These pressures led some fintech companies to announce cost-saving measures and at least one to seek bankruptcy protection. As a result, the Company engaged a third-party valuation firm to value the Company's investment in a fintech company. This valuation resulted in an $8.5 million impairment charge, recorded in fair value adjustments of other equity investments, to adjust the investment to its estimated fair market value as of June 30, 2024.

The following table presents the amortized cost of the investment portfolio by contractual maturities, as well as the weighted average yields for each of the maturity ranges as of and for the period stated. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

June 30, 2024
Within One Year One to Five Years Five to Ten Years Over Ten Years
(Dollars in thousands) Amortized<br>Cost Weighted<br>Average<br>Yield Amortized<br>Cost Weighted<br>Average<br>Yield Amortized<br>Cost Weighted<br>Average<br>Yield Amortized<br>Cost Weighted<br>Average<br>Yield Total Amortized Cost
Securities available for sale
Mortgage backed securities $ 2,886 0.49 % $ — — $ 14,396 2.23 % $ 180,760 1.89 % $ 198,042
U. S. Treasury and agencies 1 — 35,202 1.14 % 37,155 2.09 % 7,276 2.25 % 79,634
State and municipal 130 3.76 % 6,008 2.64 % 34,037 2.03 % 10,181 2.53 % 50,356
Corporate bonds — — 6,375 7.51 % 30,014 4.36 % 500 4.00 % 36,889
Total $ 3,017 $ 47,585 $ 115,602 $ 198,717 $ 364,921

Deposits. The principal sources of funds for the Company are core deposits, which include transaction accounts (demand deposits and money market accounts), time deposits, and savings accounts, of customers in the Company’s primary geographic market area, all of which provide the Bank a source of fee income and cross-marketing opportunities. Core deposits are generally a lower cost source of funding for the Bank and are preferred to brokered deposits. The Company's fintech partnerships have been a significant source of deposits and the Company has determined it will exit its fintech BaaS operations and is undergoing a closely managed wind down project in connection with its fintech partners. Fintech BaaS deposits comprise a significant portion of the Company’s fintech-related deposits. Fintech-related deposits comprised approximately $206.6 million, or 8.9%, of the Company's deposits as of June 30, 2024, compared to approximately $465.9 million, or 18.2%, as of December 31, 2023. This decline of approximately $259.2 million decline was anticipated in the wind down plan. The Company expects BaaS deposits to continue to decline and that such balances will be insignificant by the end of 2024.

Brokered deposits comprising both time deposits and money market accounts totaled $484.6 million and $515.5 million as of June 30, 2024 and December 31, 2023, respectively. The Company added brokered deposit balances throughout 2023 to enhance liquidity in light of financial industry events that began in March 2023 and in anticipation of the substantial exit of its BaaS operations. Brokered deposits represented approximately 20.8% and 20.1% of total deposits as of June 30, 2024 and December 31, 2023, respectively.

As a result of the Consent Order, the Bank is prohibited from soliciting, accepting, renewing, or rolling over any brokered deposits, except in compliance with certain applicable restrictions under federal law, while subject to the Consent Order. In response and pursuant to 12 USC 1831f, 12 CFR 337.6(c) and 12 CFR 303.243(a), the Bank submitted to the FDIC an application for a waiver of the prohibition on the acceptance, renewal, or rollover of brokered deposits by an adequately capitalized insured depository institution. Subsequent to the end of the second quarter, the Bank received approval from the FDIC allowing the Bank to accept, renew, or rollover brokered deposits. The approval is for a six-month period and in the amount of maturities during this period.

Total deposits as of June 30, 2024 were $2.33 billion, a decrease of $240.2 million from December 31, 2023, of which $291.0 million was due to lower interest-bearing deposits, primarily due to the BaaS deposit wind down, partially offset by an increase in time deposits. In the first half of 2024, core deposits, which exclude fintech-related and wholesale deposits, increased $69.8 million. Estimated uninsured deposits totaled approximately $425.3 million as of June 30, 2024, or 17.9% of total deposits, compared to $573.9 million, or 22.3% of total deposits, as of December 31, 2023. Excluding fintech BaaS deposits, estimated uninsured deposits were 16.7% and 18.2% of total deposits as of June 30, 2024 and December 31, 2023, respectively.

Approximately 20.2% of total deposits as of June 30, 2024 were composed of noninterest-bearing demand deposits compared to 19.7% as of December 31, 2023. In contrast, approximately 42.1% and 34.8% of total deposits as of June 30, 2024 and December 31, 2023, respectively, were composed of time deposits.

The following table presents maturities of time deposits for certificate of deposits of $250 thousand or greater as of the dates stated.

(Dollars in thousands) June 30, 2024 December 31, 2023
Maturing in:
3 months or less $ 30,776 $ 30,547
Over 3 months through 6 months 23,376 19,961
Over 6 months through 12 months 49,997 36,254
Over 12 months 20,945 9,500
Total $ 125,094 $ 96,262

Borrowings. The following tables present information on the balances and interest rates on borrowings as of the dates and for the periods stated.

As of and for the six months ended June 30, 2024
(Dollars in thousands) Period-End Balance Highest Month-End Balance Average Balance Weighted Average Rate
FHLB borrowings $ 202,900 $ 280,000 $ 222,592 4.29 %
FRB borrowings — 65,000 46,429 4.65 %
As of and for the year ended December 31, 2023
(Dollars in thousands) Period-End Balance Highest Month-End Balance Average Balance Weighted Average Rate
FHLB borrowings $ 210,000 $ 310,800 $ 263,259 4.48 %
FRB borrowings 65,000 65,000 41,672 4.78 %

FHLB advances are secured by collateral consisting of a blanket lien on qualifying loans in the Company’s residential, multi-family, and commercial real estate mortgage loan portfolios, as well as selected investment securities.

FRB advances through the Discount Window are secured by qualifying pledged commercial and industrial loans.

Subordinated notes, net, totaled $39.8 million and $39.9 million as of June 30, 2024 and December 31, 2023, respectively. The effective interest rate on the subordinated notes for the three and six months ended June 30, 2024 was 5.53% and 5.58%, respectively, compared to 5.49% and 5.52% for the same periods in 2023. The Company's subordinated notes are comprised of an issuance in October 2019 maturing October 15, 2029 (the “2029 Notes”) and an issuance in May 2020 maturing June 1, 2030 (the “2030 Note”). The fixed rates on these subordinated notes transition to variable rates based on the Secured Overnight Funding Rate ("SOFR") roughly five years from issued date. On October 15, 2024, the rate on the 2029 Notes will reset quarterly to the current three-month SOFR interest rate plus 433.5 basis points. On June 1, 2025, the rate on the 2030 Note will reset quarterly to the current three-month SOFR interest rate plus 587 basis points.

Liquidity. Liquidity is essential to the Company’s business. The Company’s liquidity could be impaired by unforeseen outflows of cash, including deposits, or the inability to access the capital and/or wholesale funding markets. This situation may arise due to circumstances that the Company may be unable to control, such as general market disruption, negative views about the Company or the financial services industry generally, or an operational problem that affects the Company or a third party. The Company’s ability to borrow from other financial institutions on favorable terms or at all could be adversely affected by disruptions in the markets in which they operate or other events.

Deposits are the primary source of the Company’s liquidity. Cash flow from amortizing assets or maturing assets also provides funding to meet the liquidity needs of the Company. Deposit sources are from the Bank’s core customers and from brokered deposit markets. These markets are accessed through brokers or through the IntraFi Network (“IntraFi”), of which the Bank is a member. IntraFi facilitates the Bank attaining brokered deposits via an on-line marketplace. The Bank utilizes IntraFi's reciprocal deposit services to offer its high-value customers access to FDIC insurance through IntraFi's network of banks. Partly through the use of the IntraFi reciprocal deposit program, the Company has reduced uninsured deposits to $425.3 million and $573.9 million as of June 30, 2024 and December 31, 2023, respectively.

The Company has established a formal liquidity contingency plan that provides guidelines for liquidity management. Pursuant to the Company’s liquidity management program, it forecasts liquidity based on anticipated changes in the balance sheet. In this forecast, the Company expects to maintain a liquidity cushion. Management then stress tests the Company’s liquidity position under several different stress scenarios, from moderate to severe. Guidelines for the forecasted liquidity cushion and for liquidity cushions for each stress scenario have been established. Management also monitors the Company’s liquidity position through daily cash monitoring and cash flow forecasting and believes its sources of liquidity are adequate to conduct the business of the Company.

As a result of the Consent Order, subsequent to December 31, 2023, the Bank is prohibited from soliciting, accepting, renewing, or rolling over any brokered deposits, except in compliance with certain applicable restrictions under federal law, while subject to the Consent Order. In response and pursuant to 12 USC 1831f, 12 CFR 337.6(c) and 12 CFR 303.243(a), the Bank submitted to the FDIC an application for a waiver of the prohibition on the acceptance, renewal, or rollover of brokered deposits by an adequately capitalized insured depository institution. Subsequent to the end of the second quarter, the Bank received approval from the FDIC allowing the Bank to accept, renew, or rollover brokered deposits. The approval is for a six-month period and in the amount of maturities during this period.

The Company has access to secured funding sources, including a secured line of credit with the FHLB under which the Company can borrow up to the allowable amount for the collateral pledged. The Bank's line of credit with the FHLB was $711.0 million as of June 30, 2024, with available credit of $427.0 million as of the same date. Outstanding advances totaled $202.9 million as of June 30, 2024. Additionally, letters of credit issued primarily for the purpose of collateral for public deposits with the Treasury Board of the Commonwealth of Virginia reduce the available credit balance, which totaled $80.0 million as of June 30, 2024.

The Company also has access to advances from the FRB through its Discount Window. As of June 30, 2024, the Company had secured borrowing capacity through the FRB Discount Window of $81.2 million, of which there were no outstanding advances. The $65.0 million advance obtained through the FRB Bank Term Funding Program was repaid at its maturity in the second quarter of 2024.

The Bank had an unsecured federal fund line available with a correspondent bank for overnight borrowing totaling $10.0 million as of both June 30, 2024 and December 31, 2023. This line bears interest at the prevailing rates for such a loan and is cancelable any time by the correspondent bank. As of both June 30, 2024 and December 31, 2023, this line of credit was undrawn.

Managing the Company's liquidity position through the substantial exit of the BaaS operations requires significant liquidity oversight. Management intends to utilize proceeds from the Private Placements, loan portfolio amortization and prepayments, core deposit growth, and as needed, availability of secured borrowing capacity to offset the outflow of funding from the BaaS wind down.

Capital. Capital adequacy is an important measure of financial stability and performance. The Company’s objectives are to maintain a level of capitalization that is sufficient support the Company's strategic objectives.

Banks and bank holding companies are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Company's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, financial institutions must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. A financial institution's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Pursuant to the Basel III rules, banks must hold a capital conservation buffer of 2.50% above the adequately capitalized risk-based capital ratios for all ratios, except the Tier 1 Leverage ratio. If a banking organization dips into its capital conservation buffer, it is subject to limitations on certain activities, including payment of dividends, share repurchases, and discretionary compensation to certain officers. Additionally, regulators may place certain restrictions on dividends paid by banks. The total amount of dividends which may be paid at any date is generally limited to retained earnings of banks.

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized; although, these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required.

On January 24, 2024, the Bank consented to the issuance of the Consent Order, which requires the Bank to achieve and maintain minimum capital requirements which are higher than those required for capital adequacy purposes. Specifically, the Bank is required to maintain a leverage ratio of 10.00% and a total capital ratio of 13.00%. As of June 30, 2024, the Bank met these minimum capital ratios. Until such levels are maintained and the Consent Order has been lifted, the Bank is deemed to be less than well capitalized, thus adequately capitalized.

Because the Bank may not be deemed to be “well capitalized” while subject to the Consent Order, it could be required to pay higher insurance premiums to the FDIC, to obtain approval prior to acquiring branches or opening new lines of business, and be subject to increased regulatory scrutiny such as limitations on asset growth.

As previously noted, the Company adopted Accounting Standards Codification 326, Financial Instruments - Credit Losses (referred herein as “current expected credit losses” or “CECL”) effective January 1, 2023. Federal and state banking regulations allow financial institutions to irrevocably elect to phase-in the after-tax cumulative effect adjustment at adoption to retained earnings ("CECL Transitional Amount") over a three-year period. The three-year phase-in of the CECL Transitional Amount to regulatory capital is 25%, 50%, and 25% in 2023, 2024, and 2025, respectively. The Bank made this irrevocable election effective with its first quarter 2023 call report.

The following tables present the capital ratios to which banks are subject to be adequately and well capitalized, as well as capital for the Bank to meet these capital ratio levels, as of the dates stated. Adequately capitalized ratios include the conversation buffer, if applicable. Also presented are the minimum capital ratios set forth in the Consent Order for the Bank, with the corresponding capital amounts for both the leverage ratio and the total capital ratio as of both June 30, 2024 and December 31, 2023. The CECL Transitional Amount was $8.1 million, of which $4.1 million and $2.0 million reduced the regulatory capital amounts and capital ratios as of June 30, 2024 and December 31, 2023, respectively.

June 30, 2024
Actual For Capital<br>Adequacy Purposes To Be Well Capitalized Minimum Capital Ratios
(Dollars in thousands) Amount Ratio Amount Ratio Amount Ratio Amount Ratio
Total risk based capital
(To risk-weighted assets)
Blue Ridge Bank, N.A. $ 367,696 15.18 % $ 254,335 10.50 % $ 242,224 10.00 % $ 314,891 13.00 %
Tier 1 capital
(To risk-weighted assets)
Blue Ridge Bank, N.A. $ 343,744 14.19 % $ 205,907 8.50 % $ 193,795 8.00 % n/a n/a
Common equity tier 1 capital
(To risk-weighted assets)
Blue Ridge Bank, N.A. $ 343,744 14.19 % $ 169,571 7.00 % $ 157,458 6.50 % n/a n/a
Tier 1 leverage
(To average assets)
Blue Ridge Bank, N.A. $ 343,744 11.02 % $ 124,771 4.00 % $ 155,964 5.00 % $ 311,927 10.00 %
December 31, 2023
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Actual For Capital<br>Adequacy Purposes To Be Well Capitalized Minimum Capital Ratios
(Dollars in thousands) Amount Ratio Amount Ratio Amount Ratio Amount Ratio
Total risk based capital
(To risk-weighted assets)
Blue Ridge Bank, N.A. $ 270,293 10.25 % $ 276,842 10.50 % $ 263,659 10.00 % $ 342,757 13.00 %
Tier 1 capital
(To risk-weighted assets)
Blue Ridge Bank, N.A. $ 239,775 9.09 % $ 224,111 8.50 % $ 210,928 8.00 % n/a n/a
Common equity tier 1 capital
(To risk-weighted assets)
Blue Ridge Bank, N.A. $ 239,775 9.09 % $ 184,562 7.00 % $ 171,379 6.50 % n/a n/a
Tier 1 leverage
(To average assets)
Blue Ridge Bank, N.A. $ 239,775 7.49 % $ 128,001 4.00 % $ 160,001 5.00 % $ 320,003 10.00 %

Off-Balance Sheet Activities

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract and involve the same credit risk and evaluation as making a loan to a customer. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s credit worthiness on a case-by-case basis, in a manner similar to that if underwriting a loan. As of June 30, 2024 and December 31, 2023, the Company had outstanding loan commitments of $386.6 million and $480.8 million, respectively. Of these amounts, $107.7 million and $113.5 million were unconditionally cancelable at the sole discretion of the Company as of the same respective dates.

Conditional commitments are issued by the Company in the form of financial stand-by letters of credit, which guarantee payment to the underlying beneficiary (i.e., third party) if the customer fails to meet its designated financial obligation. As of June 30, 2024 and December 31, 2023, commitments under outstanding financial stand-by letters of credit totaled $13.1 million and $12.6 million, respectively. The credit risk of issuing stand-by letters of credit can be greater than the risk involved in extending loans to customers.

For the three and six months ended June 30, 2024, the Company recorded a recovery of credit losses for unfunded commitments of $500 thousand and $1.5 million, respectively, primarily due to lower balances of unfunded loan commitments. As of June 30, 2024, the reserve for unfunded commitments was $1.6 million compared to $3.1 million as of December 31, 2023.

The Company invests in various partnerships, limited liability companies, and small business investment company funds. Pursuant to these investments, the Company commits to an investment amount that may be fulfilled in future periods. At June 30, 2024, the Company had future commitments outstanding totaling $8.1 million related to these investments.

Interest Rate Risk Management

As a financial institution, the Company is exposed to various business risks, including interest rate risk. Interest rate risk is the risk to earnings and value arising from volatility in market interest rates. Interest rate risk arises from timing differences in the repricing and maturities of interest-earning assets and interest-bearing liabilities, changes in the expected maturities of assets and liabilities arising from embedded options, such as borrowers' ability to prepay loans and depositors' ability to redeem certificates of deposit before maturity, changes in the shape of the yield curve where interest rates increase or decrease in a nonparallel fashion, and changes in spread relationships between different yield curves, such as U.S. Treasuries and other market-based index rates. The Company’s goal is to maximize net interest income without incurring excessive interest rate risk. Management of net interest income and interest rate risk must be consistent with the level of capital and liquidity that the Bank maintains. The Company manages interest rate risk through an asset and liability committee (the “ALCO”) comprised of members of management. The ALCO is responsible for monitoring the Company’s interest rate risk in conjunction with liquidity and capital management, pursuant to policy guidelines approved by the board of directors.

The Company employs an independent consulting firm to model its interest rate sensitivity that uses a net interest income simulation model as its primary tool to measure interest rate sensitivity. Assumptions for modeling are developed based on expected activity in the balance sheet. For maturing assets, assumptions are created for the redeployment of these assets. For maturing liabilities, assumptions are developed for the replacement of these funding sources. Assumptions are also developed for assets and liabilities that could reprice during the modeled time period. These assumptions also cover how management expects rates to change on non-maturity deposits such as interest checking, money market checking, savings accounts, as well as certificates of deposit. Based on inputs that include the current balance sheet, the current level of interest rates, and the developed assumptions, the model produces an expected level of net interest income assuming that market rates remain unchanged. This is considered the base case. The model then simulates what net interest income would be based on specific changes in interest rates. The rate simulations are performed for a two-year period and include rapid rate changes of down 100 basis points to 400 basis points and up 100 basis points to 400 basis points. The results of these simulations are then compared to the base case.

The following tables present the estimated change in net interest income under various rate change scenarios as of the dates presented. The scenarios assume rate changes occur instantaneous and in a parallel manner, which means the changes are the same on all points of the rate curve.

June 30, 2024
Instantaneous Parallel Rate Shock Scenario
Change in Net Interest Income - Year 1 Change in Net Interest Income - Year 2
Change in interest rates:
+400 basis points $ (391 ) (0.4 %) $ 1,350 1.4 %
+300 basis points 577 0.6 % 1,825 1.8 %
+200 basis points 1,046 1.2 % 1,980 2.0 %
+100 basis points 888 1.0 % 1,465 1.5 %
Base case
-100 basis points (2,118 ) (2.3 %) (2,789 ) (2.8 %)
-200 basis points (4,693 ) (5.2 %) (6,684 ) (6.7 %)
-300 basis points (7,525 ) (8.3 %) (11,431 ) (11.5 %)
-400 basis points (9,716 ) (10.8 %) (15,160 ) (15.2 %)
December 31, 2023
--- --- --- --- --- --- --- --- --- --- ---
Instantaneous Parallel Rate Shock Scenario
Change in Net Interest Income - Year 1 Change in Net Interest Income - Year 2
Change in interest rates:
+400 basis points $ (17,416 ) (19.6 %) $ (14,978 ) (15.7 %)
+300 basis points (12,160 ) (13.7 %) (10,262 ) (10.7 %)
+200 basis points (7,416 ) (8.4 %) (5,957 ) (6.2 %)
+100 basis points (3,324 ) (3.7 %) (2,448 ) (2.6 %)
Base case
-100 basis points 2,028 2.3 % 930 1.0 %
-200 basis points 3,615 4.1 % 778 0.8 %
-300 basis points 4,732 5.3 % (305 ) (0.3 %)
-400 basis points 5,621 6.3 % (1,238 ) (1.3 %)

The change in the results of interest rate scenarios from December 31, 2023 to June 30, 2024 is partially the result of the decrease in the Bank’s fintech BaaS deposits. A significant portion of BaaS deposits bear interest rates that adjust with changes in the federal funds rate making them highly sensitive to instantaneous rate changes.

The severity of the effect of instantaneous increases in interest rates as shown above is due to the assumption of the timing of pricing changes in the Company's interest-bearing liabilities compared to its interest-earning assets. A significant portion of the Company's deposits through its fintech partnerships reprice with changes in federal funds rates by contractual agreement. Therefore, an instantaneous change in this index rate results in a relative change in deposit costs for this portion of deposits.

Stress testing the balance sheet and net interest income using instantaneous parallel rate shock movements in the yield curve is a regulatory and banking industry practice. However, these stress tests may not represent a realistic forecast of future interest rate movements in the yield curve. In addition, instantaneous parallel rate shock modeling is

not a predictor of actual future performance of earnings. It is a financial metric used to manage interest rate risk and track the movement of the Company’s interest rate risk position over a historical time frame for comparison purposes.

The asset and liability repricing characteristics of the Company’s assets and liabilities will have a significant impact on its future interest rate risk profile.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

This information is incorporated herein by reference to the information in section "Interest Rate Risk Management" within Part I, Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-Q.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to provide assurance that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods required by the SEC and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. An evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of June 30, 2024 was carried out under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer. Based on and as of the date of such evaluation, the aforementioned officers concluded that the Company’s disclosure controls and procedures were effective.

The Company’s management is also responsible for establishing and maintaining adequate internal control over financial reporting. There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s last fiscal quarter that materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

Item 1. Legal Proceedings

In the ordinary course of operations, the Company is party to legal proceedings. Based upon information currently available, management believes that such legal proceedings, in the aggregate, will not have a material adverse effect on the Company’s business, financial condition, results of operations, or cash flows.

For information regarding legal proceedings in which the Company is involved, please see Note 12 to the unaudited consolidated financial statements included in this Form 10-Q.

Item 1A. Risk Factors

Except as described below, there have been no material changes to the risk factors disclosed in the 2023 Form 10-K. Additional risks not presently known to the Company, or that are currently deem immaterial, may also adversely affect the Company's business, financial condition, or results of operations. See also “Cautionary Note About Forward-Looking Statements,” included in Part 1, Item 2, of this Form 10-Q.

Liquidity and Capital

Future issuances of the Company’s common stock or other securities, including upon the exercise of warrants issued by the Company, could adversely affect the market price of the Company's common stock and could be dilutive.

In the second quarter of 2024, the Company completed the Private Placements pursuant to which it has issued approximately (i) 53.9 million shares of the Company’s common stock, (ii) warrants to purchase 23.8 million shares of the Company’s common stock at an exercise price of $2.50 per share and 2.4 million shares of the Company’s common stock at an exercise price of $2.39 per share, (iii) 2,732 shares of Series C Preferred Stock, which are convertible or exchangeable into 10.9 million shares of the Company’s common stock, and (iv) warrants to purchase 1,441 shares of Series C Preferred Stock at an exercise price of $10 thousand per share, which are convertible or exchangeable upon exercise into 5.7 million shares of the Company’s common stock at an exercise price of $2.50 per share.

The issuance of shares of common stock in the Private Placements has resulted, and upon the conversion or exchange of the Series C Preferred Stock and upon exercise of the warrants will result, in substantial dilution to the holders of common stock in place prior to the consummation of the Private Placements and a significant reduction in the percentage interests of such common shareholders in the voting power and in the future earnings per share of their common stock. Further, the exercise of such warrants at any time when the exercise price is less than the tangible book value of the shares of the Company’s common stock received will be dilutive to the tangible book value of the then existing common shareholders. The resale of the additional shares of the Company’s common stock could also cause the market price of the Company’s common stock to decline.

In addition, the Company’s board of directors, without the approval of shareholders, could from time to time decide to issue additional shares of common stock or shares of preferred stock, which may adversely affect the market price of the shares of common stock and could be substantially dilutive to holders of the Company’s common stock. Any sale of additional shares of the Company’s common stock may be at prices lower than the current market value of the Company’s common stock. In addition, new investors may have rights, preferences, and privileges that are senior to, and that could adversely affect, the Company’s existing shareholders. For example, preferred stock would be senior to common stock in right of dividends and as to distributions in liquidation. The Company’s shareholders bear the risk of future securities offerings diluting their stock holdings, adversely affecting their rights as shareholders, and/or reducing the market price of the Company’s common stock.

Sales of large amounts of the Company’s common stock, or the perception that sales could occur, may depress the Company’s stock price.

The market price of the Company’s common stock could drop if existing shareholders decide to sell their shares, especially certain of the purchasers in the Private Placements. As of July 19, 2024, Kenneth L. Lehman owned approximately 20.0 million common shares, or about 27.2% of the outstanding shares of the Company’s common stock, and Castle Creek Capital Partners VIII, LP (“Castle Creek”) owned 593,078 common shares and owned all 2,732 outstanding shares of the Series C Preferred Stock, which are convertible or exchangeable into approximately 10.9 million shares of the Company’s common stock in certain circumstances, which, taken together, would constitute about 13.6% of the outstanding shares of the Company’s common stock (taking into account such additional shares of the

Company’s common stock upon conversion or exchange). The market price could drop significantly if one or more shareholders sold substantial amounts of the Company’s common stock or other investors perceive sales to be imminent. The Company cannot foresee the impact of such potential sales on the market, but it is possible that if a significant percentage of shares were attempted to be sold within a short period of time, the market for the Company’s shares would be adversely affected. Even if a substantial number of sales do not occur within a short period of time, the mere existence of this “market overhang” could have a negative impact on the market for the Company’s common stock.

Kenneth L. Lehman and Castle Creek are substantial holders of the Company’s securities.

Following the conversion or exchange of the Series C Preferred Stock, the Company expects that Mr. Lehman will own approximately 20.0 million common shares, or about 23.7% of the outstanding shares of the Company’s common stock, and Castle Creek will own approximately 11.5 million common shares, or about 13.6% of the outstanding shares of the Company’s common stock (in each case, taking into account such additional shares of the Company’s common stock upon conversion or exchange). Pursuant to the terms of the securities purchase agreement with the purchasers in the Private Placements, Mr. Lehman has the right to appoint one representative on the Company’s Board of Directors, and Castle Creek has the right to appoint two representatives on the Company’s Board of Directors. Mr. Lehman and/or Castle Creek may have individual economic interests that are different from the other’s interests and different from the interests of the Company’s other shareholders.

The Company's Series C Preferred Stock has rights, preferences, and privileges that are not held by, and are preferential to, the rights, preferences, and privileges of common stock, which could adversely affect the Company's liquidity and financial condition.

The Series C Preferred Stock has certain rights, preferences, and privileges compared to the rights, preferences, and privileges of common stock. For example, the Series C Preferred Stock is senior to the Company’s common stock, such that in the event of any liquidation, dissolution or winding up of the Company’s affairs, each holder of shares of Series C Preferred Stock will be entitled to receive for each share of Series C Preferred Stock, out of the assets of the Company or proceeds thereof available for distribution to shareholders of the Company, before any distribution of such assets or proceeds is made to the holders of shares of the Company’s common stock, payment in an amount equal to the sum of (i) the liquidation amount (which is initially $10 thousand per share of Series C Preferred Stock) and (ii) any declared and unpaid dividends on such share of Series C Preferred Stock (collectively, the “Liquidation Preference”). In the case of a merger, sale of substantially all of the Company’s assets or certain other reorganization events, each holder of Series C Preferred Stock will be entitled to receive for each share of Series C Preferred Stock, out of the assets of the Company or proceeds thereof (whether capital or surplus), legally available for distribution to the shareholders of the Company, a preference distribution equal to two times the amount of the Liquidation Preference.

The Company’s obligations to the holders of Series C Preferred Stock could limit its ability to obtain additional financing, which could have an adverse effect on the Company’s financial condition. Additionally, the preferential rights of the Series C Preferred Stock could also result in divergent interests between the holders of the Company’s common stock and the holders of Series C Preferred Stock.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

During the fiscal quarter ended June 30, 2024, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408(a) of Regulation S-K).

Item 6. Exhibits

3.1 Articles of Amendment to the Articles of Incorporation of Blue Ridge Bankshares, Inc. creating the Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series B (incorporated by reference to Exhibit 3.1 of Blue Ridge Bankshares, Inc.’s Current Report on Form 8-K filed on April 5, 2024).
3.2 Articles of Amendment to the Articles of Incorporation of Blue Ridge Bankshares, Inc. creating the Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series C (incorporated by reference to Exhibit 3.2 of Blue Ridge Bankshares, Inc.’s Current Report on Form 8-K filed on April 5, 2024).
3.3 Articles of Amendment to the Articles of Incorporation of Blue Ridge Bankshares, Inc., effective June 21, 2024 (incorporated by reference to Exhibit 3.1 of Blue Ridge Bankshares, Inc.’s Current Report on Form 8-K filed on June 24, 2024).
4.1 Specimen Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series B, Certificate of Blue Ridge Bankshares, Inc. (incorporated by reference to Exhibit 4.1 of Blue Ridge Bankshares, Inc.’s Current Report on Form 8-K filed on April 5, 2024).
4.2 Specimen Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series C, Certificate of Blue Ridge Bankshares, Inc. (incorporated by reference to Exhibit 4.2 of Blue Ridge Bankshares, Inc.’s Current Report on Form 8-K filed on April 5, 2024).
4.3 Form of Warrant, dated April 3, 2024, to Purchase Shares of Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series B, of Blue Ridge Bankshares, Inc. (incorporated by reference to Exhibit 4.3 of Blue Ridge Bankshares, Inc.’s Current Report on Form 8-K filed on April 5, 2024).
4.4 Form of Warrant, dated April 3, 2024, to Purchase Shares of Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series C, of Blue Ridge Bankshares, Inc. (incorporated by reference to Exhibit 4.4 of Blue Ridge Bankshares, Inc.’s Current Report on Form 8-K filed on April 5, 2024).
4.5 Exchange Agreement, dated April 3, 2024, by and between Blue Ridge Bankshares, Inc. and Castle Creek Capital Partners VIII, LP. (incorporated by reference to Exhibit 4.5 of Blue Ridge Bankshares, Inc.’s Current Report on Form 8-K filed on April 5, 2024).
4.6 Form of Letter Agreement, dated April 3, 2024, from certain directors and executive officers of Blue Ridge Bankshares, Inc. to, and as agreed to and accepted by, Blue Ridge Bankshares, Inc. (incorporated by reference to Exhibit 4.6 of Blue Ridge Bankshares, Inc.’s Current Report on Form 8-K filed on April 5, 2024).
4.7 Warrant, dated June 13, 2024, to Purchase Shares of Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series B, of Blue Ridge Bankshares, Inc. issued to Richard T. Spurzem (incorporated by reference to Exhibit 4.1 of Blue Ridge Bankshares, Inc.’s Current Report on Form 8-K filed on June 14, 2024).
10.1 Form of Amended and Restated Securities Purchase Agreement, dated April 3, 2024, by and among Blue Ridge Bankshares, Inc. and the other parties thereto (incorporated by reference to Exhibit 10.1 of Blue Ridge Bankshares, Inc.’s Current Report on Form 8-K filed on April 5, 2024).
10.2 Form of Registration Rights Agreement, dated April 3, 2024, by and among Blue Ridge Bankshares, Inc. and the other parties thereto (incorporated by reference to Exhibit 10.2 of Blue Ridge Bankshares, Inc.’s Current Report on Form 8-K filed on April 5, 2024).
10.3 Form of Securities Purchase Agreement, dated June 7, 2024, by and between Blue Ridge Bankshares, Inc. and Richard T. Spurzem (incorporated by reference to Exhibit 10.1 of Blue Ridge Bankshares, Inc.’s Current Report on Form 8-K filed on June 11, 2024).
10.4 Registration Rights Agreement, dated June 13, 2024, by and between Blue Ridge Bankshares, Inc. and Richard T. Spurzem (incorporated by reference to Exhibit 10.1 of Blue Ridge Bankshares, Inc.’s Current Report on Form 8-K filed on June 14, 2024).
31.1 Rule 13(a)-14(a) Certification of Chief Executive Officer.
31.2 Rule 13(a)-14(a) Certification of Chief Financial Officer.
32.1 Statement of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
101 The following materials from Blue Ridge Bankshares, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, formatted in Inline Extensible Business Reporting Language (XBRL), include: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive (Loss) Income, (iv) Consolidated Statements of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) related notes (filed herewith).
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104 The cover page from Blue Ridge Bankshares, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, formatted in Inline XBRL (included with Exhibit 101).

SIGNATURES

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

BLUE RIDGE BANKSHARES, INC.
Date: August 6, 2024 By: /s/ G. William Beale
G. William Beale
President and Chief Executive Officer
By: /s/ Judy C. Gavant
Judy C. Gavant
Executive Vice President and Chief Financial Officer

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

Section 302 Certification

I, G. William Beale, certify that:

  1. I have reviewed this quarterly report on Form 10-Q of Blue Ridge Bankshares, Inc.;

  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

  4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant‘s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

  1. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ G. William Beale Date: August 6, 2024
G. William Beale
President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

Section 302 Certification

I, Judy C. Gavant, certify that:

  1. I have reviewed this quarterly report on Form 10-Q of Blue Ridge Bankshares, Inc.;

  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

  4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant‘s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

  1. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Judy C. Gavant Date: August 6, 2024
Judy C. Gavant
Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Blue Ridge Bankshares, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Chief Executive Officer and Chief Financial Officer of the Company hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002 that based on their knowledge and belief: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in the Report.

/s/ G. William Beale
G. William Beale
President and Chief Executive Officer
/s/ Judy C. Gavant
Judy C. Gavant
Executive Vice President and Chief Financial Officer

August 6, 2024

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