Blue Ridge Bankshares (BRBS) risk factors, FY2025 10-K

Blue Ridge Bankshares's FY2025 10-K, filed Mar 12, 2026, lists 44 risk factors. Against the prior year's 47: 6 new, 9 dropped, 20 substantially reworded.

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Risk factors listed
440 groups
New this year
6vs 47 last year
Dropped
9since the prior 10-K
Substantially reworded
20of those kept
Section length
11k wordsItem 1A

What the changes say

  • The company added risks concerning thin stock trading, AI deployment, and 2024 private placement dilution.
  • Commercial real estate loan concentration increased to 44.9% of total loans.
  • Dividend suspensions and regulatory constraints continue.

What changed since the prior 10-K

New

  • New

    The Company’s common stock is listed on the NYSE American market under the symbol “BRBS”. There is no guarantee that the Company will be able to maintain the listing of its common stock on the NYSE American in the future

    The company's common stock trades thinly under the symbol BRBS on the NYSE American, risking liquidity, market price volatility, and listing status.

  • New

    capital-intensive or cyclical in nature may experience heightened financial stress, potentially leading to increased delinquencies and defaults that could negatively impact the Company’s loan portfolio

    Commercial real estate loans face repricing risk as fixed-rate loans renew at higher interest rates, threatening borrower cash flows and elevating defaults.

  • New

    third-party vendors could also create significant delay and expense. Accordingly, use of such third parties creates an unavoidable inherent risk to the Company’s business operations

    The company and its third-party vendors handle large volumes of personally identifiable customer data, exposing it to complex privacy laws and potential breaches.

  • New

    The development and use of artificial intelligence (“AI”) presents risks and challenges that may adversely impact our business

    The use of artificial intelligence by the company or its vendors introduces legal uncertainty, compliance costs, and risks of incorrect or biased outputs.

  • New

    increases in market interest rates, rates paid by competitors, or otherwise, it could reduce the Company’s net interest income and could have an adverse effect on the Company’s business, financial condition, results of operations, and cash flows from operations

    Higher market interest rates or increased deposit competition could force reliance on secondary liquidity sources like FHLB advances, reducing net interest income.

  • New

    During 2024, the Company completed the Private Placements, pursuant to which it has issued approximately 64,850,000 shares of the Company’s common stock and warrants to purchase 31,959,999 shares of the Company’s common stock at an exercise price of $2.50 per share

    The 2024 Private Placements issued 64,850,000 common shares and warrants for 31,959,999 shares at $2.50 each, heavily diluting existing shareholders.

Dropped

  • Dropped

    Regulatory and Operational

    Regulatory and Operational general heading.

  • Dropped

    The Consent Order issued by the OCC requires the Bank to devote significant resources to enhance its policies, procedures, and practices, and places additional restrictions on the Bank’s operations, and the failure to comply with any provision of the Consent Order may cause the OCC to take further action against it

    Consent order issued by the OCC replacing the 2022 Written Agreement.

  • Dropped

    The Company’s fintech operations could further subject it to increased operational, compliance, and other risks that could adversely affect the Company’s business, financial condition, and results of operations

    Fintech BaaS depository partnerships operating risks from 2019 to late 2023.

  • Dropped

    Regulations issued by the CFPB could adversely impact earnings due to, among other things, increased compliance costs or costs due to noncompliance

  • Dropped

    loss carryforward, may not be realizable and would require a valuation allowance. A valuation allowance against the deferred tax asset would materially increase the Company's income tax expense in the period the allowance is recognized and adversely affect the Company's financial condition and results of operation

    CFPB rulemaking authority over unfair, deceptive, or abusive acts.

  • Dropped

    The Company’s mortgage banking revenue is cyclical and is sensitive to the level of interest rates, changes in economic conditions, decreased economic activity, and slowdowns in the housing market, any of which could adversely impact the Company’s profits

  • Dropped

    The Company’s common stock is thinly traded and a more liquid market for its common stock may not develop, which may limit the ability of shareholders to sell their shares and may increase price volatility

  • Dropped

    in nonperforming loans. An increase in nonperforming loans could result in a loss of earnings from these loans, an increase in the provision for credit losses, and an increase in charge-offs, all of which could have a material adverse effect on the Company’s financial condition and results of operations

  • Dropped

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

Reworded

  • 96% rewritten

    The Company and the Bank are subject to regulatory restrictions which limit their ability to pay dividends

    Updated to reflect that no regular cash dividends were paid in 2023 and 2024 due to bank capital levels and the OCC Consent Order.

  • 75% rewritten

    The Company’s liquidity needs could adversely affect results of operations and financial condition

    Retained the discussion on borrower repayment capacity factors with minor stylistic updates regarding funding sources.

  • 67% rewritten

    Climate change and related legislative and regulatory initiatives may result in operational changes and expenditures that could significantly impact the Company’s business

    Noted that while federal climate policy under the Trump administration shifted, state regulations and consumer preferences still pose operational risks.

  • 64% rewritten

    Repricing risk in a higher interest rate environment may increase borrowing costs for commercial and industrial loans as well as commercial real estate loans, potentially straining borrowers' ability to repay and leading to higher credit risk for the Company

    Adjusted formatting and text flow regarding commercial and industrial loan repricing risks and debt service costs.

  • 63% rewritten

    The Company has a moderate concentration of credit exposure in commercial real estate and loans with this type of collateral are viewed as having a higher risk of default

    Updated CRE loan figures to $836.3 million (44.9% of total loans) as of December 31, 2025, compared to $847.8 million (40.2%) in 2024.

  • 53% rewritten

    The Company faces strong and growing competition from financial services companies and other companies that offer banking and other financial services, which could negatively affect the Company’s business

    Expanded the description of competitors to include general providers of financial products and services alongside traditional banking institutions.

  • 47% rewritten

    Reductions in the value of the Company’s deferred tax assets could adversely affect the Company’s results of operations

    Updated the total deferred tax asset figure to $27.6 million as of December 31, 2025, down from $33.2 million in 2024.

  • 46% rewritten

    Consumers may increasingly decide not to use banks to complete their financial transactions, which would have a material adverse impact on the Company’s financial condition and operations

    Added specific mention of distributed ledgers, digital assets, blockchain, and robotic process automation as disintermediation technologies.

  • 45% rewritten

    The Company may not be able to successfully manage its growth, which may adversely affect its results of operations and financial condition

    Was: The Company may not be able to successfully manage its long-term growth, which may adversely affect its results of operations and financial condition

  • 44% rewritten

    The Company may not be able to generate acceptable levels of profitability in the future

  • 43% rewritten

    The Company operates in a highly-regulated industry, and the laws and regulations that govern the Company’s operations, including changes in them or the Company’s failure to comply with them, and regulatory actions implementing such laws and regulations, may adversely affect the Company

  • 43% rewritten

    Regulatory capital standards require the Company and the Bank to maintain certain capital levels, which could adversely affect the Company’s business, financial condition, and results of operations

    Was: Regulatory capital standards require the Company and the Bank to maintain higher levels of capital, which could adversely affect the Company’s business, financial condition, and results of operations

  • 43% rewritten

    Shifts in workplace dynamics, including remote and hybrid work arrangements, and a potentially smaller federal government workforce, may weaken office property and housing demand, pressure valuations, and increase credit risk for the Company

    Was: Shifts in workplace dynamics, including remote work, and a potentially smaller federal government workforce, may weaken office property and housing demand, pressure valuations, and increase credit risk for the Company

  • 35% rewritten

    The Company’s success depends on its management team and the unexpected loss of any of these personnel could adversely affect operations

  • 29% rewritten

    The Company may be adversely impacted by changes in market conditions

  • 28% rewritten

    The Company’s business and earnings are impacted by governmental, fiscal, and monetary policy over which it has no control

  • 26% rewritten

    Nonperforming assets take significant time to resolve and adversely affect the Company’s results of operations and financial condition

  • 26% rewritten

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

  • 25% rewritten

    The Company relies on other companies to provide key components of its business infrastructure

  • 20% rewritten

    A portion of the Company’s loan portfolio consists of construction and land development loans, and a decline in real estate values and economic conditions would adversely affect the value of the collateral securing the loans and could have an adverse effect on the Company’s financial condition

All 44 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01The Company may not be able to successfully manage its growth, which may adversely affect its results of operations and financial condition45% rewritten
  2. 02The Company may not be able to generate acceptable levels of profitability in the future44% rewritten
  3. 03The Company’s success depends on its management team and the unexpected loss of any of these personnel could adversely affect operations35% rewritten
  4. 04The success of the Company’s strategy depends on its ability to identify and retain individuals with experience and relationships in its markets
  5. 05The Company’s business is subject to interest rate risk and variations in interest rates and inadequate management of interest rate risk may negatively affect financial performance
  6. 06Changes in economic conditions, especially in the areas in which the Company conducts operations, could materially and negatively affect its business
  7. 07The Company may be adversely impacted by changes in market conditions29% rewritten
  8. 08The Company’s business and earnings are impacted by governmental, fiscal, and monetary policy over which it has no control28% rewritten
  9. 09The Company faces strong and growing competition from financial services companies and other companies that offer banking and other financial services, which could negatively affect the Company’s business53% rewritten
  10. 10Consumers may increasingly decide not to use banks to complete their financial transactions, which would have a material adverse impact on the Company’s financial condition and operations46% rewritten
  11. 11The Company’s common stock is listed on the NYSE American market under the symbol “BRBS”. There is no guarantee that the Company will be able to maintain the listing of its common stock on the NYSE American in the futureNew
  12. 12The Company’s credit standards and its on-going credit assessment processes might not protect it from significant credit losses
  13. 13The Company's allowance for credit losses ("ACL") may be insufficient and any increases in the ACL may have a material adverse effect on the Company’s financial condition and results of operations
  14. 14Nonperforming assets take significant time to resolve and adversely affect the Company’s results of operations and financial condition26% rewritten
  15. 15The Company’s concentration in loans secured by real estate may increase its future credit losses, which would negatively affect the Company’s financial results
  16. 16The Company has a moderate concentration of credit exposure in commercial real estate and loans with this type of collateral are viewed as having a higher risk of default63% rewritten
  17. 17Shifts in workplace dynamics, including remote and hybrid work arrangements, and a potentially smaller federal government workforce, may weaken office property and housing demand, pressure valuations, and increase credit risk for the Company43% rewritten
  18. 18A portion of the Company’s loan portfolio consists of construction and land development loans, and a decline in real estate values and economic conditions would adversely affect the value of the collateral securing the loans and could have an adverse effect on the Company’s financial condition20% rewritten
  19. 19The Company’s focus on lending to small to mid-sized community-based businesses may increase its credit risk
  20. 20The Company’s results of operations are significantly affected by the ability of borrowers to repay their loans
  21. 21Repricing risk in a higher interest rate environment may increase borrowing costs for commercial and industrial loans as well as commercial real estate loans, potentially straining borrowers' ability to repay and leading to higher credit risk for the Company64% rewritten
  22. 22capital-intensive or cyclical in nature may experience heightened financial stress, potentially leading to increased delinquencies and defaults that could negatively impact the Company’s loan portfolioNew
  23. 23The Company depends on the accuracy and completeness of information about clients and counterparties, and the Company’s financial condition could be adversely affected if it relies on misleading or incorrect information
  24. 24The Company is exposed to risk of environmental liabilities with respect to properties to which it takes title
  25. 25The Company operates in a highly-regulated industry, and the laws and regulations that govern the Company’s operations, including changes in them or the Company’s failure to comply with them, and regulatory actions implementing such laws and regulations, may adversely affect the Company43% rewritten
  26. 26The Company’s operations may be adversely affected by cybersecurity risks
  27. 27The Company relies on other companies to provide key components of its business infrastructure25% rewritten
  28. 28third-party vendors could also create significant delay and expense. Accordingly, use of such third parties creates an unavoidable inherent risk to the Company’s business operationsNew
  29. 29Changes in accounting standards could impact reported earnings
  30. 30Failure to maintain effective systems of internal and disclosure controls could have a material adverse effect on the Company’s results of operation and financial condition
  31. 31The soundness of other financial institutions could adversely affect the Company
  32. 32The Company is subject to a variety of operational risks, including reputational, legal, and compliance risk, and the risk of fraud or theft by employees, directors, or outsiders
  33. 33The Company’s ability to operate profitably may be dependent on its ability to integrate or introduce various technologies into its operations
  34. 34The development and use of artificial intelligence (“AI”) presents risks and challenges that may adversely impact our businessNew
  35. 35Severe weather, natural disasters, acts of war or terrorism, geopolitical instability, public health issues, and other external events could significantly impact the Company's business
  36. 36Climate change and related legislative and regulatory initiatives may result in operational changes and expenditures that could significantly impact the Company’s business67% rewritten
  37. 37Reductions in the value of the Company’s deferred tax assets could adversely affect the Company’s results of operations47% rewritten
  38. 38The Company’s liquidity needs could adversely affect results of operations and financial condition75% rewritten
  39. 39increases in market interest rates, rates paid by competitors, or otherwise, it could reduce the Company’s net interest income and could have an adverse effect on the Company’s business, financial condition, results of operations, and cash flows from operationsNew
  40. 40Regulatory capital standards require the Company and the Bank to maintain certain capital levels, which could adversely affect the Company’s business, financial condition, and results of operations43% rewritten
  41. 41During 2024, the Company completed the Private Placements, pursuant to which it has issued approximately 64,850,000 shares of the Company’s common stock and warrants to purchase 31,959,999 shares of the Company’s common stock at an exercise price of $2.50 per shareNew
  42. 42Sales of large amounts of the Company’s common stock, or the perception that sales could occur, may depress the Company’s stock price26% rewritten
  43. 43Kenneth L. Lehman and Castle Creek are substantial holders of the Company’s securities
  44. 44The Company and the Bank are subject to regulatory restrictions which limit their ability to pay dividends96% rewritten

Other Blue Ridge Bankshares 10-Ks

  • FY2024 10-K risk factors
    47 risks

    The company relies heavily on residential mortgage banking, which generated 81.2% of noninterest income in 2024. Blue Ridge Bank faces intense regulatory scrutiny, specifically under the OCC Consent Order issued January 24, 2024. A significant commercial real estate concentration, totaling $847.8 million or 40.2% of total loans, increases credit risk.

    Filed Mar 10, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.