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Blue Ridge Bankshares, Inc. agreed to be acquired by HomeTrust Bancshares, Inc. in an all-stock merger. At closing, each share of Blue Ridge common stock will convert into 0.086 shares of HomeTrust common stock (the Exchange Ratio), with cash paid in lieu of fractional shares. The deal is valued at approximately $448.1 million, or $4.28 per Blue Ridge share, and is expected to create a commercial bank with over $7 billion in assets. HomeTrust stockholders are expected to own about 65% of the combined company, and Blue Ridge shareholders about 35%, with two Blue Ridge directors joining the HomeTrust and HomeTrust Bank boards.
The companies expect closing in the first quarter of 2027, subject to Blue Ridge shareholder approval, HomeTrust stockholder approval for the share issuance, and required regulatory approvals; the merger agreement includes a mutual termination fee of $18.0 million in specified circumstances. Outstanding Blue Ridge warrants may be converted via cashless exercise into shares receiving the same Merger Consideration or, if not converted, will be assumed by HomeTrust. In-the-money stock options will be cashed out, while time-based restricted stock will vest into the Merger Consideration and performance-based awards will convert into time-based HomeTrust restricted stock. HomeTrust’s investor materials state expected EPS accretion of roughly 30% once cost savings are fully realized beginning in 2028 and tangible book value dilution of about 8.3% with an earn-back period of roughly 3.25 years.
HomeTrust Bancshares, Inc. and Blue Ridge Bankshares, Inc. entered into a Merger Agreement under which a HomeTrust subsidiary will merge into Blue Ridge, followed by a second-step merger of Blue Ridge into HomeTrust, and a subsequent merger of their bank subsidiaries, with HomeTrust and HomeTrust Bank as surviving entities.
At closing, each share of Blue Ridge common stock will be converted into the right to receive 0.086 share of HomeTrust common stock plus cash in lieu of fractional shares. In-the-money Blue Ridge stock options will be cashed out, out-of-the-money options cancelled, time-based restricted stock will vest into the stock consideration, and performance-based awards will convert into time-based HomeTrust restricted stock using the Exchange Ratio. Certain Blue Ridge warrants will be automatically cashlessly exercised before closing, with remaining warrants either offered the same treatment or assumed by HomeTrust.
The transaction requires shareholder approvals at both companies and bank regulatory approvals and is currently expected to close in the first quarter of 2027. The Merger Agreement includes mutual termination rights, an outside date of August 16, 2027, a possible $18.0 million termination fee payable by either party in specified circumstances, and the addition of two Blue Ridge directors to the HomeTrust and HomeTrust Bank boards at closing.
Blue Ridge Bankshares, Inc. reported a small net loss for the quarter and year-to-date 2026 while returning a large amount of capital to common shareholders. For the three months ended June 30, 2026, net loss was $1.3 million compared with net income of $1.3 million a year earlier; for the first six months of 2026, net loss was $0.5 million versus net income of $0.9 million in 2025. Net interest income declined and total provision for credit losses swung from a net recovery to a $4.1 million charge in the quarter. Noninterest expense decreased compared with the prior-year period.
Total assets were $2.33 billion at June 30, 2026, down from $2.43 billion at December 31, 2025. Total stockholders’ equity fell to $275.4 million from $323.7 million, driven largely by a special cash dividend of $0.60 per share (about $54.1 million declared, $53.2 million paid) that moved the company from a small accumulated deficit to a much larger one. Nonaccrual loans increased to $28.6 million from $20.6 million, primarily due to an $11.4 million commercial and industrial relationship placed on nonaccrual, with a related reserve of $2.9 million.
The company also amended outstanding common stock warrants so that cash dividends reduce the exercise price instead of creating dividend obligations to warrant holders, lowering the warrant strike price to $1.65 per share. Warrants outstanding totaled 24.1 million at June 30, 2026. Operating cash flow was positive, while financing cash flows were heavily negative due to dividend payments and deposit mix shifts.
Blue Ridge Bankshares, Inc. filed an amended report to reflect revised second quarter 2026 results after a commercial borrower with $11.4 million of loans ceased operations. The company increased its specific reserve on this credit to $2.9 million, which raised the provision for credit losses and reduced earnings.
For the quarter ended June 30, 2026, the company reported a net loss of $1.3 million, or ($0.01) per diluted share, versus net income of $0.8 million in the prior quarter and $1.3 million a year earlier. Total provision for credit losses was $4.1 million, including $3.5 million on loans and $0.55 million on unfunded commitments, compared to a $0.6 million recovery in the prior quarter.
Underlying performance showed improvement: excluding severance, pre-tax, pre-provision income rose to $2.9 million from $2.2 million in the prior quarter. Loans held for investment grew $19.6 million, a 4% annualized rate, net interest margin held at 2.91%, and noninterest expense fell to $15.9 million from $18.7 million. Asset quality metrics weakened as nonperforming loans increased to $31.2 million, or 1.34% of total assets, and the allowance for credit losses rose to 1.19% of loans. Capital remained solid with tangible common equity to tangible assets at 11.8% and total stockholders’ equity of $275.4 million. The company paid a special cash dividend of $0.60 per share, totaling about $54.1 million, earlier in 2026.
Blue Ridge Bankshares, Inc. reported a Q2 2026 net loss of $0.2 million, or $0.00 per diluted share, versus net income of $0.8 million in Q1 2026 and $1.3 million a year earlier. Results were driven by a $2.1 million provision for credit losses on loans, a $0.55 million provision for unfunded commitments, $0.3 million of after-tax severance, and a $0.6 million loss on liquidation of an equity-method investment.
Underlying performance improved: pre-tax, pre-provision income excluding severance rose to $2.9 million from $2.2 million in Q1. Net interest income was $16.5 million with net interest margin of 2.91% versus 2.90% in Q1, while cost of deposits declined to 2.25%. Noninterest expense fell to $15.9 million from $18.7 million, and headcount declined to 269 from 281 in Q1 and 333 a year earlier.
Total assets decreased to $2.33 billion from $2.41 billion, reflecting a previously announced $54.1 million special cash dividend and lower brokered deposits. Loans held for investment grew $19.6 million (4% annualized), the first growth in 13 quarters. Asset quality weakened, with nonperforming loans rising to $31.2 million, or 1.34% of assets, from $21.0 million, or 0.87%. The allowance for credit losses was 1.11% of loans. Capital remained high, with tangible common equity to tangible assets of 11.8% and the Bank’s CET1 ratio at 15.16%. Subsequent to quarter-end, the company redeemed its remaining subordinated notes.
BLUE RIDGE BANKSHARES, INC. director Heather Cozart received a stock award of 10,306 shares of common stock on July 1, 2026. The award is reported at a value of $3.59 per share and was granted in lieu of cash compensation as restricted stock subject to a vesting schedule. Following this grant, Cozart directly holds 66,345 common shares, reflecting a routine compensation-related acquisition rather than an open-market purchase.
Jones Otis reported acquisition or exercise transactions in this Form 4 filing.
BLUE RIDGE BANKSHARES, INC. director Otis Jones reported a compensation-related stock award. He received 3,816 shares of Common Stock on July 1, 2026 at a stated price of $3.59 per share, taken as stock in lieu of cash compensation.
The filing notes this is restricted stock subject to a vesting schedule, meaning the shares will vest over time rather than all at once. After this award, Jones directly holds 19,745 shares of Blue Ridge Bankshares common stock.
BLUE RIDGE BANKSHARES, INC. Executive Vice President and Chief Financial Officer Judy Carol Gavant reported a disposition of company stock. She forfeited 7,474 unvested performance-based restricted shares of common stock back to the issuer after performance conditions tied to an award originally granted on July 1, 2023 were not satisfied. The forfeited shares carried a stated price of $0.00 per share. Following this forfeiture, she directly holds 569,898 shares of common stock, plus 4,852 shares held indirectly through a 401(k) plan. She also holds rights to acquire 3,750 shares at $10.80 per share expiring in 2029 and 3,750 shares at $13.50 per share expiring in 2027, indicating a remaining equity stake through both stock and options.
Patterson Julien G reported acquisition or exercise transactions in this Form 4 filing.
BLUE RIDGE BANKSHARES, INC. director Julien G. Patterson received a grant of 10,460 shares of common stock at $3.59 per share as compensation. Footnotes state the stock was received in lieu of cash compensation and is restricted stock subject to a vesting schedule.
Following this grant, Patterson directly holds 319,723.9178 common shares and indirectly holds 40,000 common shares through the Julien G. Patterson Revocable Trust dated February 14, 2023.
Spilman Vance H reported acquisition or exercise transactions in this Form 4 filing.
BLUE RIDGE BANKSHARES, INC. director Vance H. Spilman received an award of 14,206 shares of common stock on July 1, 2026 at a value of $3.59 per share. The filing states this stock was received in lieu of cash compensation and is issued as restricted stock subject to a vesting schedule.
Following this grant, Spilman directly holds 168,527 common shares. The transaction reflects equity-based director compensation rather than an open-market purchase or sale, and there are no derivative securities reported as remaining positions in this filing.