Blue Ridge Bankshares Appoints New CFO

TL;DR

New CFO at Blue Ridge Bankshares starting April 15th, salary $225k.

AI Summary

Blue Ridge Bankshares, Inc. announced on April 1, 2024, the appointment of John W. Bason as Chief Financial Officer, effective April 15, 2024. Bason will receive an annual base salary of $225,000 and will be eligible for an annual incentive bonus. The company also reported on the entry into a material definitive agreement and unregistered sales of equity securities.

Why It Matters

The appointment of a new CFO is a significant leadership change that can impact financial strategy and investor confidence.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate events like executive appointments and standard disclosures.

Key Numbers

• $225,000 — CFO Base Salary (Annual compensation for John W. Bason)

Key Players & Entities

• Blue Ridge Bankshares, Inc. (company) — Registrant
• John W. Bason (person) — Appointed Chief Financial Officer
• $225,000 (dollar_amount) — Annual base salary for new CFO
• April 1, 2024 (date) — Date of report and earliest event
• April 15, 2024 (date) — Effective date for new CFO

FAQ

Key Financial Figures

• $2.50 — "Common Stock"), at a purchase price of $2.50 per Common Share, (ii) 11,418 shares (t
• $50.00 — al Preferred Stock, Series B, par value $50.00 per share (the "Series B Preferred Stoc
• $10,000.00 — eferred Stock"), at a purchase price of $10,000.00 per Series B Share, (iii) 2,732 shares
• $150,000,000 — vate Placement"), for gross proceeds of $150,000,000. The Warrants were issued to each Purch

Filing Documents

• d818821d8k.htm (8-K) — 73KB
• d818821dex31.htm (EX-3.1) — 138KB
• d818821dex32.htm (EX-3.2) — 139KB
• d818821dex41.htm (EX-4.1) — 11KB
• d818821dex42.htm (EX-4.2) — 10KB
• d818821dex43.htm (EX-4.3) — 89KB
• d818821dex44.htm (EX-4.4) — 92KB
• d818821dex45.htm (EX-4.5) — 60KB
• d818821dex46.htm (EX-4.6) — 9KB
• d818821dex101.htm (EX-10.1) — 1128KB
• d818821dex102.htm (EX-10.2) — 162KB
• g818821g00n01.jpg (GRAPHIC) — 376KB
• g818821g00n02.jpg (GRAPHIC) — 216KB
• g818821g00n03.jpg (GRAPHIC) — 376KB
• g818821g00n04.jpg (GRAPHIC) — 216KB
• 0001193125-24-088085.txt ( ) — 4125KB
• brbs-20240401.xsd (EX-101.SCH) — 3KB
• brbs-20240401_lab.xml (EX-101.LAB) — 18KB
• brbs-20240401_pre.xml (EX-101.PRE) — 11KB
• d818821d8k_htm.xml (XML) — 4KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2024 BLUE RIDGE BANKSHARES, INC. (Exact name of Registrant as Specified in Its Charter) Virginia 001-39165 54-1838100 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 1807 Seminole Trail Charlottesville , Virginia 22901 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (540) 743-6521 Not Applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, no par value BRBS NYSE American LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). 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. Item1.01 Entry into a Material Definitive Agreement. Amended and Restated Securities Purchase Agreement On April 3, 2024, Blue Ridge Bankshares, Inc. (the "Company"), entered into an Amended and Restated Securities Purchase Agreement (the "Securities Purchase Agreement") with Kenneth R. Lehman, Castle Creek Capital Partners VIII, LP ("Castle Creek"), other investors and certain directors and executive officers of the Company (each, a "Purchaser" and collectively, the "Purchasers"), which amends and restates, in its entirety, the previously disclosed Securities Purchase Agreement entered into by the Company on December 21, 2023. Pursuant to the Securities Purchase Agreement, the Company, on April 3, 2024, issued and sold to the Purchasers, in the aggregate, (i) 3.4 million shares (the "Common Shares") of the Company's common stock, no par value (the "Common Stock"), at a purchase price of $2.50 per Common Share, (ii) 11,418 shares (the "Series B Shares") of the Company's Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series B, par value $50.00 per share (the "Series B Preferred Stock"), at a purchase price of $10,000.00 per Series B Share, (iii) 2,732 shares (the "Series C Shares" and together with the Series B Shares, the "Preferred Shares") of the Company's Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series C, par value $50.00 per share (the "Series C Preferred Stock" and together with the Series B Preferred Stock, the "Preferred Stock"), at a purchase price of $10,000.00 per Series C Share, and (iv) warrants to purchase 5,942 shares of Series B Preferred Stock and 1,441 shares of Series C Preferred Stock at an exercise price of $10,000.00 per share (the "Warrants") in a private placement (the "Private Placement"), for gross proceeds of $150,000,000. The Warrants were issued to each Purchaser other than the Company's directors and executive officers who participated in the Private Placement. The Company will use the net proceeds from the Private Placement for general corporate purposes and to reposition business lines, support organic growth and enhance capital levels of Blue Ridge Bank, National Association (the "Bank"), unless otherwise consented to by Mr. Lehman. Pursuant to the terms of the Securities Purchase Agreement, Castle Creek is entitled to designate two individuals to be appointed to the Company's and the Bank's boards of directors, subject to any required bank regulatory approvals, waivers or non-objections. This right will continue for as long as Castle Creek, together with its respective affiliates, owns, in the aggregate, 9.9% or more of the outstanding shares of the Company's Common Stock (counting as shares of Common Stock owned by Castle Creek, all shares of Common Stock into which the Preferred Shares owned by Castle Creek, together with its affiliates, are convertible or exchangeable and disregarding any limitations on ownership or prohibitions on conversion pursua

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View this 8-K filing on SEC EDGAR