What the changes say
- Chain Bridge Bancorp updated figures, showing deposit growth to $1.6 billion and gross loans declining to $274.8 million.
- The bank added risks regarding stablecoins, reciprocal deposit networks, and public company reporting requirements under SOX.
- A new $15.0 million revolving credit facility was established at the holding company level in February 2026.
What changed since the prior 10-K
New
- New
years after the initial fixed-rate period ends, and so a substantial part of our loan portfolio remains sensitive to interest rate changes for extended periods
Longer fixed-rate loan periods create unrealized losses when interest rates rise, reducing the economic value of our equity.
- New
grow our deposits to meet liquidity objectives, we may be subject to paying higher funding costs or unable to satisfy our funding needs
Political organization deposits constitute at least a majority of total deposits and are seasonal, aligning with federal election cycles.
- New
Any inability to access, extend, or refinance this line of credit could limit our financial flexibility, restrict our ability to provide additional capital to the Bank, or adversely affect our liquidity and financial condition
Raising capital via common stock would dilute EPS and book value, while debt or preferred stock adds financial obligations.
- New
The use or support of stablecoins may expose us to legal, regulatory, operational, and competitive risks
Supporting stablecoins could expose us to legal and regulatory risks under the GENIUS Act and OCC rules.
- New
Our participation in new reciprocal deposit networks, such as NBID, may introduce operational and regulatory risks
Joining ModernFi's NBID reciprocal deposit network introduces operational, counterparty, and supervisory risks.
- New
Compliance with public company reporting and regulatory requirements is costly and resource-intensive and has placed, and will continue to place, additional demands on our personnel and systems
Compliance with SEC, Exchange Act, Sarbanes-Oxley Act, and NYSE rules increases costs and demands on personnel.
- New
operations and investor relations staff and on our accounting, financial and information systems, and increases our legal and accounting compliance costs as well as our compensation expense as we have hired and expect to continue to hire additional legal, accounting, tax, finance and investor relations staff
Section 404 internal control assessments will strain resources and increase operating costs and auditor fees.
Dropped
- Dropped
financial condition, results of operations, cash flows, and the trading price, volatility, or liquidity of our Class A Common Stock, though the occurrence, timing, or impact of such effects cannot be predicted with certainty
PSLRA forward-looking statements cautionary language.
- Dropped
high concentration of deposits from Republican-affiliated organizations may also attract increased regulatory scrutiny, potentially leading to additional compliance burdens or restrictions on our activities
- Dropped
Fulfilling our public company financial reporting and other regulatory obligations and being a public company will be expensive and time consuming and may strain our resources
- DroppedLegal, Regulatory and Compliance Risks
the value of our other real estate owned, could have a material adverse effect on our business, financial condition and results of operations
Reworded
- 91% rewritten
Loss of deposits could increase our funding costs or require us to sell assets or borrow
Updated total deposits figure from $1.2 billion as of December 31, 2024 to $1.6 billion as of December 31, 2025.
- 83% rewritten
Increases in interest rates could result in a decrease in the market value of our loans
Updated variable rate loans percentage from 70.8% to 69.7% of the loan portfolio as of December 31, 2025.
- 81% rewritten
We may need to raise additional capital in the future, and such capital may not be available when needed or at all
Added disclosure that a new $15.0 million unsecured revolving credit facility was entered into in February 2026.
- 69% rewrittenLegal, Regulatory and Compliance Risks
We engage in lending secured by real estate and may be forced to foreclose on the collateral and own the underlying real estate, subjecting us to potential costs, risks and consumer protection laws
Removed reference to write-downs in the value of other real estate owned from the end of the risk description.
- 64% rewrittenOperational Risks
The development and use of artificial intelligence present risks and challenges that may adversely impact our business
Clarified third-party AI tool usage to include enterprise platforms and custom GPT configurations under internal controls.
- 52% rewritten
The geographic concentration of our business in the Washington, D.C. metropolitan area makes our business highly susceptible to local economic conditions and reductions or changes in government spending
Updated gross loan portfolio figures as of December 31, 2025, showing a decline in total gross loans to $274.8 million.
- 49% rewritten
Our deposit base is highly concentrated among entities affiliated with the U.S. Republican Party
Retained core text regarding high concentration of deposits from entities affiliated with the U.S. Republican Party.
- 42% rewritten
Increases in interest rates have in the past resulted in, and could in the future result in, unrealized losses on our investment securities portfolio
Updated investment securities assets percentage from 47% to approximately 49% of total assets as of December 31, 2025.
- 37% rewrittenRisks Related to Our Common Stock
The market price of shares of our common stock may be volatile or may decline regardless of our operating performance, which could cause the value of your investment to decline
- 32% rewritten
There is no assurance that the Bank will be able to compete successfully with others for its business
- 31% rewrittenOperational Risks
We also face risks related to cyberattacks and other security breaches involving external, third-party vendors and counterparties
- 30% rewritten
There can be no assurance that we will be able to maintain or increase our current levels of transaction accounts, noninterest-bearing demand deposits, and levels of profitability or growth
Was: There can be no assurance that we will be able to maintain or increase our current levels of transaction accounts, non-interest-bearing demand deposits, and levels of profitability or growth
- 28% rewritten
Our deposits are concentrated in uninsured deposits
- 24% rewritten
Our deposit base is concentrated among a small number of clients
All 64 risk factors
Headings as the filing states them, in filing order.
Other
- 01Changes in interest rates may adversely affect our earnings and financial condition
- 02Increases in interest rates have in the past resulted in, and could in the future result in, unrealized losses on our investment securities portfolio42% rewritten
- 03If the average interest rate we pay on our deposits increases, our cost of funds would rise
- 04Increases in interest rates could result in a decrease in the market value of our loans83% rewritten
- 05years after the initial fixed-rate period ends, and so a substantial part of our loan portfolio remains sensitive to interest rate changes for extended periodsNew
- 06Liquidity risks could adversely affect our business, financial condition and results of operations
- 07Loss of deposits could increase our funding costs or require us to sell assets or borrow91% rewritten
- 08grow our deposits to meet liquidity objectives, we may be subject to paying higher funding costs or unable to satisfy our funding needsNew
- 09Our deposits are concentrated in political organizations, which can vary significantly in volume due to seasonality or changes in political activity or campaign finance laws
- 10Our deposit base is concentrated among a small number of clients24% rewritten
- 11Our deposit base is highly concentrated among entities affiliated with the U.S. Republican Party49% rewritten
- 12Our deposits are concentrated in uninsured deposits28% rewritten
- 13Chain Bridge Bancorp, Inc.’s liquidity is dependent on dividends from the Bank
- 14We may need to raise additional capital in the future, and such capital may not be available when needed or at all81% rewritten
- 15Any inability to access, extend, or refinance this line of credit could limit our financial flexibility, restrict our ability to provide additional capital to the Bank, or adversely affect our liquidity and financial conditionNew
- 16Our results of operations and financial condition would be adversely affected if the Bank’s allowance for credit losses is insufficient to absorb actual losses or needs to be increased
- 17Losses related to a single large loan could have a significant impact on the Bank’s financial condition and results of operations
- 18The Bank relies upon independent appraisals to determine the value of the real estate that secures a significant portion of its loans, and the values indicated by such appraisals may not be realizable if the Bank is compelled to foreclose upon such loans
- 19Our business may be adversely affected by conditions in the financial markets and economic conditions generally
- 20The geographic concentration of our business in the Washington, D.C. metropolitan area makes our business highly susceptible to local economic conditions and reductions or changes in government spending52% rewritten
- 21Our investment securities portfolio exposes us to risks beyond our market area
- 22Our significant investment in securities held to maturity exposes us to risks that may adversely affect our business, financial condition or results of operations
- 23There can be no assurance that we will be able to maintain or increase our current levels of transaction accounts, noninterest-bearing demand deposits, and levels of profitability or growth30% rewritten
- 24The use or support of stablecoins may expose us to legal, regulatory, operational, and competitive risksNew
- 25We place a significant portion of our clients’ deposits with other banks through the ICS® network, which exposes us to risks that may adversely affect our business, financial condition or results of operations
- 26Our participation in new reciprocal deposit networks, such as NBID, may introduce operational and regulatory risksNew
- 27Our Trust & Wealth Department exposes us to certain risks and there can be no assurance the department will contribute meaningfully to our revenues or become profitable on a standalone basis
- 28We may be adversely affected by changes in the actual or perceived soundness or condition of other financial institutions
- 29There is no assurance that the Bank will be able to compete successfully with others for its business32% rewritten
- 30We could fail to attract, retain or motivate skilled and qualified personnel, including our senior management, other key employees or directors, which could adversely affect our business
- 31Certain clients, including our political organization clients, may be subject to, and are particularly sensitive to, negative publicity, which may subject us to enhanced reputational risk
- 32Compliance with public company reporting and regulatory requirements is costly and resource-intensive and has placed, and will continue to place, additional demands on our personnel and systemsNew
- 33operations and investor relations staff and on our accounting, financial and information systems, and increases our legal and accounting compliance costs as well as our compensation expense as we have hired and expect to continue to hire additional legal, accounting, tax, finance and investor relations staffNew
Operational Risks
- 34We are subject to operational risk, which could adversely affect our business and reputation and create material legal and financial exposure
- 35Operational risks associated with funds transfer activities could materially and adversely affect our business, financial condition, and results of operations
- 36The occurrence of fraudulent activity, breaches or failures of our information security controls or cybersecurity-related incidents could have a material adverse effect on our business, financial condition, results of operations, and reputation
- 37We also face risks related to cyberattacks and other security breaches involving external, third-party vendors and counterparties31% rewritten
- 38Our operations rely on certain external vendors, and our use of these vendors is subject to increasing regulatory requirements and attention
- 39The development and use of artificial intelligence present risks and challenges that may adversely impact our business64% rewritten
- 40We depend on the accuracy and completeness of information about clients and counterparties
- 41Our reliance on estimates and risk management activities may not always prevent or mitigate risks effectively, leading to potential differences between actual results and our forecasts
Legal, Regulatory and Compliance Risks
- 42Government regulation significantly affects our business and may result in increased compliance costs, operational restrictions, and reduced stockholder returns
- 43Litigation and regulatory actions, including possible enforcement actions, could subject us to significant fines, penalties, judgments, restrictions on our business activities or reputational harm
- 44The Bank’s primary regulator has broad powers to place limitations on the conduct of a bank’s business, or to close an institution
- 45The Bank is subject to extensive and evolving requirements under anti-money laundering and sanctions laws
- 46The Bank is subject to numerous “fair and responsible banking” laws and regulations designed to protect consumers, which increase our compliance costs and subject us to potential legal liability or reputational damage
- 47We engage in lending secured by real estate and may be forced to foreclose on the collateral and own the underlying real estate, subjecting us to potential costs, risks and consumer protection laws69% rewritten
- 48Any violation of laws regarding, or incidents involving, the privacy, information security and protection of personal, confidential or proprietary information could damage our reputation and otherwise adversely affect our business
- 49Increases in FDIC insurance premiums could adversely affect our earnings and results of operations
- 50The Federal Reserve may require the Company to commit capital resources to support the Bank at a time when our resources are limited, which may require us to borrow funds or raise capital on unfavorable terms
- 51Changes in our accounting policies or in accounting standards could materially affect how we report our financial results and condition
Risks Related to Our Dual-Class Common Stock Structure
- 52The dual-class structure of our common stock has the effect of limiting your ability to influence corporate matters and may adversely affect the market for our Class A common stock
- 53Members of the Fitzgerald Family and other holders of Class B common stock could aggregate their holdings and sell a controlling interest in us to a third party in a private transaction
- 54Conflicts of interest and other disputes may arise between the members of the Fitzgerald Family and us that may be resolved in a manner unfavorable to us and our other stockholders
Risks Related to Our Common Stock
- 55The market price of shares of our common stock may be volatile or may decline regardless of our operating performance, which could cause the value of your investment to decline37% rewritten
- 56An acquisition of another banking institution could increase operational and regulatory risks, and adversely affect our financial condition and stock price and, if paid for with our Class A Common Stock, could dilute existing stockholders
- 57We may issue shares of preferred stock in the future, which adversely affect holders of our common stock and depress the price of our common stock
- 58We do not intend to pay dividends on our common stock for the foreseeable future, and our future ability to pay dividends is subject to restrictions
- 59An investment in our common stock is not an insured deposit
- 60If the Bank fails or is put into receivership or conservatorship by the FDIC and its primary regulator, investors will likely lose their entire investment in the Company
- 61We qualify as an “emerging growth company” and “smaller reporting company,” and the reduced public company reporting requirements applicable to emerging growth companies and smaller reporting companies may make our common stock less attractive to investors
- 62If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding our Class A common stock, our stock price and trading volume could decline
- 63Certain banking laws, certain provisions of our organizational documents and Delaware law may discourage or delay acquisition attempts for us that you might consider favorable
- 64Our Charter and Bylaws designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders
Other Chain Bridge Bancorp 10-Ks
- FY2024 10-K risk factors61 risks
The company relies heavily on political organization deposits, particularly affiliated with the U.S. Republican Party, creating high seasonality and concentration risks. Operations are concentrated in the Washington, D.C. area, with significant exposure to interest rate fluctuations and uninsured deposits.
Filed Mar 21, 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.