Blue Ridge Bankshares (BRBS) Proxy Filing summary

Executive summary

• Announced a private placement with a shareholder, resulting in the issuance of common and preferred stock and warrants for gross proceeds of approximately $11.6 million as of June 13, 2024.

• The transaction is part of a larger $150 million private placement, with conversion of preferred shares contingent on shareholder approval and an increase in authorized common shares.

• Updated dilution table shows potential for significant increase in outstanding common shares upon full conversion of preferred stock.

• Forward-looking statements highlight expectations, plans, and risks related to business operations and financial performance.

Voting matters and shareholder proposals

• Shareholder approval is required for the issuance of common shares in excess of 20% of outstanding shares and for increasing authorized common shares from 50 million to 150 million.

Related party transactions

• Securities were issued to a shareholder, Richard T. Spurzem, under contractual gross-up rights related to prior agreements.